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Operating Agreement Between Partners
"I need an Operating Agreement Between Partners for a new technology consulting firm in Singapore with three equal partners, where we want to include specific provisions for intellectual property rights and a structured exit mechanism for any partner who wishes to leave after January 2025."
1. Parties: Identification and details of all partners
2. Background: Context and purpose of the partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form and basic structure of the partnership
5. Capital Contributions: Initial and ongoing capital requirements
6. Profit and Loss Sharing: Distribution of profits and allocation of losses
7. Management Rights: Decision-making processes and authority
8. Partner Duties: Responsibilities and obligations of partners
9. Term and Termination: Duration and conditions for ending the partnership
1. Non-Compete Provisions: Restrictions on competitive activities - use when partners may have competing interests
2. Intellectual Property Rights: Ownership and use of IP - include when IP is significant to the business
3. Insurance Requirements: Required insurance coverage - include for high-risk businesses or regulatory requirements
4. Dispute Resolution: Process for resolving disagreements - include when specific dispute resolution mechanisms are desired
1. Schedule of Capital Contributions: Detailed breakdown of each partner's contributions
2. Partnership Assets Schedule: List of partnership property and assets
3. Partner Contact Details: Contact information for all partners
4. Business Plan: Initial business plan and projections
5. Banking Arrangements: Details of partnership bank accounts and signing authorities
Authors
Business
Business Day
Capital Account
Capital Contribution
Confidential Information
Default Event
Effective Date
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Managing Partner
Net Income
Net Loss
Partnership
Partnership Interest
Partnership Property
Percentage Interest
Profit and Loss
SGD
Singapore Dollars
Tax
Term
Territory
Transfer
Voting Rights
Withdrawal
Working Capital
Working Day
Profit and Loss Distribution
Management Rights
Voting Rights
Transfer Restrictions
Partners' Duties and Obligations
Decision Making
Banking Arrangements
Books and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Admission of New Partners
Withdrawal of Partners
Death or Incapacity
Dissolution
Termination
Buy-Out Provisions
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment Procedures
Assignment
Severability
Entire Agreement
Tax Matters
Insurance Requirements
Indemnification
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