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Manager Managed Operating Agreement
"I need a Manager Managed Operating Agreement for a Singapore-based tech startup with tHRee founding members and two professional managers, with specific provisions for future equity distribution and technology IP protection, to be effective from March 2025."
1. Parties: Identification and details of all members and managers
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used tHRoughout the agreement
4. Company Formation: Details of company structure and registration
5. Management Structure: Rights, powers, and duties of managers
6. Capital Contributions: Initial and ongoing capital requirements
7. Profit and Loss Distribution: Distribution methodology and timing
8. Voting Rights: Decision-making processes and voting tHResholds
9. Transfer of Interests: Rules for transferring ownership interests
10. Dissolution: Process for winding up the company
1. Foreign Ownership Provisions: Required when foreign owners are involved - applies when company has non-Singapore owners
2. Intellectual Property Rights: IP ownership and protection provisions - needed when company owns or develops IP
3. Non-Compete Provisions: Restrictions on competitive activities - used when protecting business interests from member competition
4. Buy-Sell Provisions: Detailed procedures for ownership changes - applicable when detailed exit mechanisms are needed
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of member contributions
2. Schedule 2: Manager Details: Names, addresses, and roles of initial managers
3. Schedule 3: Profit Distribution Formula: Detailed calculation method for distributions
4. Appendix A: Company Policies: Standard operating procedures and policies
5. Appendix B: Forms: Standard forms for company operations
Authors
Agreement
Articles of Association
Board
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Designated Manager
Effective Date
Encumbrance
Financial Year
Governing Law
Initial Capital Contribution
Management Fee
Manager
Member
Membership Interest
Operating Expenses
Parties
Percentage Interest
Person
Profit and Loss
Quorum
Register of Members
Related Party
Resolution
SGD
Share
Singapore
Special Resolution
Subscriber
Transfer
Voting Rights
Purpose and Powers
Principal Place of Business
Term and Duration
Capital Contributions
Additional Capital
Management Structure
Appointment of Managers
Powers of Managers
Duties and Obligations of Managers
Meetings of Members
Voting Rights
Transfer Restrictions
Profit and Loss Distribution
Books and Records
Bank Accounts
Tax Matters
Confidentiality
Non-Competition
Intellectual Property
Indemnification
Insurance
Dissolution and Winding Up
Representations and Warranties
Dispute Resolution
Governing Law
Amendment Procedures
Notices
Force Majeure
Severability
Entire Agreement
Assignment
Third Party Rights
Costs and Expenses
Counterparts
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