1. Parties: Identification of the parties entering into the agreement, including the existing management/company and the incoming management team/entity
2. Background: Context of the agreement, including current company status and reasons for management takeover
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Management Takeover: Detailed outline of what management functions and responsibilities are being transferred
5. Effective Date and Transition Period: Specification of when the takeover becomes effective and the transition timeline
6. Management Rights and Powers: Detailed description of the rights, powers, and authority granted to the new management
7. Duties and Responsibilities: Specific obligations and responsibilities of the new management team
8. Compensation and Fees: Details of management fees, compensation structure, and payment terms
9. Reporting Requirements: Obligations regarding financial and operational reporting to stakeholders
10. Performance Standards: Key performance indicators and minimum performance requirements
11. Employee Matters: Handling of existing employees, including retention, termination, and transition provisions
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Representations and Warranties: Statements of fact and assurances from both parties
15. Indemnification: Provisions for compensation in case of losses or breaches
16. Dispute Resolution: Procedures for handling disputes, including jurisdiction and applicable law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
