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Llp Operating Agreement
"I need an LLP Operating Agreement for a new technology consulting partnership with five founding members, including specific provisions for intellectual property ownership and a complex profit-sharing arrangement based on both capital contribution and billable hours."
1. Parties: Identification of all LLP members and their details
2. Background: Context and purpose of forming the LLP
3. Definitions: Key terms used throughout the agreement
4. Business of the LLP: Description of the LLP's primary activities and objectives
5. Capital Contributions: Details of members' initial and ongoing capital contributions
6. Profit and Loss Sharing: Agreement on distribution of profits and losses
7. Management Structure: Governance arrangements and decision-making processes
8. Members' Duties and Obligations: Rights and responsibilities of members
9. Meetings and Voting: Procedures for member meetings and voting rights
1. Intellectual Property Rights: Provisions governing IP ownership and licensing arrangements when the LLP creates or uses significant intellectual property
2. Non-Competition Provisions: Restrictions on competitive activities by members to protect business interests
3. International Operations: Specific provisions governing cross-border activities when LLP operates internationally
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of members' capital contributions
2. Schedule 2: Profit Sharing Ratios: Specific arrangements for profit distribution
3. Schedule 3: Designated Members: List of designated members and their specific responsibilities
4. Appendix A: Business Plan: Initial business plan and strategy
5. Appendix B: Member Details: Detailed information about each member including contact details and professional qualifications
Authors
Annual Accounts
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Commencement Date
Companies Act
Confidential Information
Default Event
Defaulting Member
Designated Member
Drawing Account
Financial Year
HMRC
Initial Capital Contribution
Intellectual Property Rights
LLP
LLP Act
Member
Member's Interest
Members' Meeting
Ordinary Resolution
Partnership Property
Profit Share
Profits
Quarter
Regulatory Body
Reserved Matters
Special Resolution
Tax
Territory
Transfer
Unanimous Decision
Voting Rights
Winding Up
Business of the LLP
Capital Contributions
Members' Duties and Obligations
Management and Decision Making
Designated Members
Meetings and Voting
Financial Matters
Profit and Loss Sharing
Banking and Accounting
Tax Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Admission of New Members
Retirement of Members
Expulsion of Members
Death of Members
Transfer of Interests
Valuation
Dispute Resolution
Force Majeure
Termination
Winding Up
Notices
Severability
Entire Agreement
Variation
Assignment
Third Party Rights
Governing Law and Jurisdiction
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