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50 50 Operating Agreement
"I need a 50 50 Operating Agreement for a new technology consulting business I'm starting with my business partner in March 2025, with specific provisions for intellectual property rights and client confidentiality as we'll be working with sensitive corporate data."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Business Purpose: Scope and objectives of the business venture
5. Capital Contributions: Initial and ongoing financial commitments
6. Profit and Loss Sharing: 50/50 distribution mechanisms and procedures
7. Management Rights: Decision-making processes and authority levels
8. Transfer Restrictions: Rules regarding ownership transfer
9. Termination: Circumstances and procedures for terminating the agreement
10. Governing Law: Specification of English and Welsh law as governing law
1. Non-Compete Provisions: Restrictions on competitive activities when parties have other business interests
2. Intellectual Property Rights: IP ownership and usage rights when IP is significant to the business
3. Exit Strategy: Specific procedures for business dissolution or partner exit
4. Employee Matters: Provisions relating to employment policies and procedures when the business will have employees
5. Confidentiality: Provisions for protecting confidential information and trade secrets
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each party's initial investment
2. Schedule 2: Business Plan: Detailed operational and strategic plans
3. Schedule 3: Asset Register: List of company assets and their ownership
4. Schedule 4: Management Procedures: Detailed operational procedures and protocols
5. Schedule 5: Reserved Matters: List of decisions requiring unanimous consent
Authors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Company
Confidential Information
Dead Lock
Default Event
Defaulting Member
Directors
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Management Board
Member(s)
Membership Interest
Non-defaulting Member
Operating Expenses
Parties
Partner(s)
Percentage Interest
Profits and Losses
Related Party
Reserved Matters
Share(s)
Shareholder(s)
Territory
Transfer
Valuation Date
Working Capital
Business Purpose
Capital Contributions
Profit and Loss Allocation
Management Rights
Voting Rights
Decision Making
Deadlock Resolution
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emption Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Bank Accounts
Financial Records
Accounting
Tax Matters
Distributions
Additional Capital
Member Meetings
Board Meetings
Reserved Matters
Default Events
Exit Provisions
Buy-Out Rights
Termination
Dispute Resolution
Force Majeure
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
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