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Business Prenup
"I need a Business Prenup for my technology startup in Sydney, with three founding partners and expected external investment in March 2025, focusing particularly on IP protection and clear exit procedures for any founding partner."
1. Parties: Identifies and defines all parties to the agreement, including full legal names and business details
2. Background: Outlines the context of the agreement, including business relationship and purpose
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Business Valuation: Specifies the agreed method for valuing the business and frequency of valuations
5. Trigger Events: Defines events that activate the agreement (death, disability, retirement, voluntary exit, etc.)
6. Purchase and Sale Obligations: Details the circumstances and processes for mandatory or optional business interest purchases
7. Payment Terms: Specifies payment methods, timing, and financing options for business interest purchases
8. Transfer Restrictions: Outlines limitations on transferring business interests to third parties
9. Dispute Resolution: Establishes procedures for resolving disagreements between parties
10. Confidentiality: Defines confidential information and obligations to maintain confidentiality
11. Governing Law: Specifies the jurisdiction and applicable laws governing the agreement
12. General Provisions: Includes standard legal provisions such as amendments, notices, and severability
1. Life Insurance Provisions: Required when life insurance is used to fund buy-out obligations
2. Disability Insurance Provisions: Include when disability insurance is part of the agreement funding
3. Family Member Provisions: Necessary when addressing potential family succession or restrictions on family transfers
4. Intellectual Property Rights: Include when the business has significant IP assets that need special consideration
5. Non-Compete Clauses: Add when restrictions on post-exit competition are required
6. Tag-Along Rights: Include for minority owner protection in case of majority owner sale
7. Drag-Along Rights: Add when majority owners need the ability to force minority owners to join in a sale
8. External Financing Provisions: Required when external financing arrangements affect ownership transfer rights
1. Schedule A - Current Business Valuation: Details the current agreed value or valuation method for the business
2. Schedule B - Ownership Structure: Lists current ownership percentages and classes of shares/interests
3. Schedule C - Insurance Policies: Details of relevant insurance policies and beneficiaries
4. Schedule D - Key Assets: Inventory of significant business assets and their agreed treatment
5. Schedule E - Payment Terms Template: Standard terms and conditions for purchase payments
6. Appendix 1 - Valuation Formula: Detailed methodology for calculating business value
7. Appendix 2 - Transfer Notice Template: Standard form for initiating transfer processes
8. Appendix 3 - Required Consents: List of third-party consents required for transfers
Authors
Business
Business Day
Business Interest
Buy-Out Event
Call Option
Company
Completion
Completion Date
Confidential Information
Default Event
Disability
Effective Date
Eligible Shareholder
Encumbrance
Fair Market Value
Family Member
Financial Year
Force Majeure Event
Governing Law
Independent Valuer
Insolvency Event
Insurance Policies
Intellectual Property Rights
Key Person
Life Insurance Proceeds
Material Adverse Change
Notice
Offer Notice
Option Period
Parties
Payment Terms
Permitted Transfer
Purchase Price
Put Option
Related Entity
Relevant Interest
Representative
Required Consents
Security Interest
Selling Shareholder
Shareholders
Shares
Trigger Event
Valuation Date
Valuation Method
Voluntary Exit
Definitions
Business Valuation
Purchase Rights
Transfer Restrictions
Trigger Events
Buy-Sell Obligations
Payment Terms
Insurance Provisions
Tag-Along Rights
Drag-Along Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Force Majeure
Default Events
Dispute Resolution
Mediation
Arbitration
Warranties and Representations
Share Transfer
Business Interests
Put and Call Options
Notice Requirements
Family Member Provisions
Life Insurance
Disability Insurance
Termination
Amendment
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Costs and Expenses
Further Assurance
Time of Essence
Waiver
Counterparts
Professional Services
Technology
Manufacturing
Retail
Healthcare
Construction
Hospitality
Financial Services
Agriculture
Family Business
Consulting
Real Estate
Creative Industries
Engineering
Transportation
Legal
Finance
Executive Leadership
Corporate Governance
Risk Management
Strategic Planning
Business Development
Compliance
Company Secretariat
Board of Directors
CEO
Managing Director
Business Owner
Company Director
Partner
Chief Financial Officer
Corporate Lawyer
Business Development Manager
Family Business Advisor
Succession Planning Consultant
Company Secretary
General Counsel
Risk Manager
Strategic Planning Director
Board Member
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