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50 50 Shareholder Agreement
"I need a 50-50 Shareholder Agreement for a technology startup in Sydney, with specific provisions for intellectual property protection and future funding rounds, to be effective from March 2025."
1. Parties: Identification of the shareholders and the company
2. Background: Context of the agreement, including company formation and purpose
3. Definitions and Interpretation: Key terms and rules for interpreting the agreement
4. Company Business and Management: Scope of business activities and management structure
5. Shareholders' Rights and Obligations: Core rights and responsibilities of the shareholders
6. Directors and Board: Appointment, removal, and powers of directors and board procedures
7. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings
8. Decision Making and Deadlock: Process for making decisions and resolving deadlocks
9. Share Capital and Funding: Details of share structure and future funding arrangements
10. Dividend Policy: Rules for determining and distributing dividends
11. Transfer of Shares: Restrictions and processes for transferring shares
12. Exit Provisions: Mechanisms for shareholders to exit the company
13. Confidentiality: Protection of company and shareholder confidential information
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Tag Along and Drag Along Rights: Optional provisions for share sale scenarios, particularly useful if future sale is contemplated
2. Non-Compete and Non-Solicitation: Restrictions on competitive activities, recommended if shareholders are active in the industry
3. Intellectual Property Rights: Specific IP provisions if the company's business is IP-intensive
4. Employment of Shareholders: Terms for shareholders who are also employees of the company
5. Put and Call Options: Specific share purchase rights, useful for providing additional exit mechanisms
6. Business Plan and Budget: Provisions regarding annual business planning, if detailed oversight is required
7. Related Party Transactions: Rules for dealing with related party transactions, if shareholders have other business interests
8. Insurance Requirements: Specific insurance obligations, important for high-risk businesses
9. Social Media and Public Relations: Guidelines for public communications, important for consumer-facing businesses
1. Schedule 1 - Company Details: Details of company registration, share capital, and current shareholdings
2. Schedule 2 - Reserved Matters: List of decisions requiring unanimous shareholder approval
3. Schedule 3 - Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights
4. Schedule 4 - Deed of Accession: Template deed for new shareholders joining the agreement
5. Schedule 5 - Valuation Methodology: Agreed method for valuing shares in various scenarios
6. Schedule 6 - Business Plan: Initial business plan and format for future plans
7. Schedule 7 - Shareholders' Loans: Details of any existing shareholder loans and terms
8. Schedule 8 - Key Performance Indicators: Agreed business performance metrics and targets
9. Appendix A - Board Meeting Procedures: Detailed procedures for conducting board meetings
10. Appendix B - Share Transfer Notice: Template for notice of intention to transfer shares
Authors
Board
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Constitution
Deadlock
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Expert
Insolvency Event
Intellectual Property Rights
Material Adverse Change
Officer
Parties
Related Body Corporate
Related Party Transaction
Reserved Matters
Share
Shareholder
Shareholders Resolution
Tag Along Notice
Tag Along Right
Transfer
Drag Along Notice
Drag Along Right
Valuation Date
Board Meeting
Budget
Business Hours
Claim
Competing Business
Deed of Accession
Dividend Policy
Exit Event
Force Majeure Event
Key Performance Indicators
Loan
Management
Notice
Put Option
Call Option
Security Interest
Share Capital
Subsidiary
Territory
Third Party
Incorporation and Business
Share Capital and Certificates
Funding Obligations
Management and Control
Board Composition
Shareholder Meetings
Reserved Matters
Deadlock Resolution
Business Operations
Financial Matters
Dividend Policy
Share Transfer Restrictions
Pre-emptive Rights
Tag Along Rights
Drag Along Rights
Put and Call Options
Share Valuation
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Related Party Transactions
Default Events
Exit Mechanisms
Dispute Resolution
Termination
Force Majeure
Warranties and Representations
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendment
Good Faith
Costs and Expenses
Technology
Professional Services
Manufacturing
Retail
Healthcare
Construction
Real Estate
Hospitality
Financial Services
Media and Entertainment
Agriculture
Mining
Education
Transport and Logistics
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Board of Directors
Company Secretariat
Business Development
Strategic Planning
Chief Executive Officer
Managing Director
Company Director
Business Owner
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Business Development Manager
Risk Manager
Compliance Officer
Corporate Governance Manager
Shareholder
Partner
Board Member
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