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1. Parties: Identification of all parties entering into the pooling agreement
2. Background: Context of the agreement and brief description of parties' business activities
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Pool Formation and Purpose: Establishment of the pool, its objectives, and scope
5. Contributions to the Pool: Details of assets, resources, or rights contributed by each party
6. Management and Administration: Governance structure and decision-making processes for the pool
7. Operation of the Pool: Day-to-day operational procedures and responsibilities
8. Profit Sharing and Distribution: Formula and mechanism for sharing profits and losses
9. Accounting and Records: Requirements for maintaining books, records, and financial statements
10. Representations and Warranties: Parties' statements of fact and assurances
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and circumstances for termination
13. Governing Law and Dispute Resolution: Applicable law and methods for resolving disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Competition Compliance: Specific provisions ensuring compliance with competition laws, required when the pool could raise antitrust concerns
2. Tax Provisions: Specific tax treatment and allocation provisions, needed when tax implications are significant
3. Foreign Exchange Provisions: Required when the pool involves international parties or foreign currency transactions
4. Industry-Specific Regulations: Additional provisions required for specific regulated industries
5. Insurance: Insurance requirements and allocation of insurance responsibilities, needed for high-risk activities
6. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in high-risk or long-term arrangements
7. Step-In Rights: Rights of parties to take control in specific circumstances, needed in complex operational arrangements
8. Environmental Compliance: Required when pooled assets or activities have environmental implications
1. Schedule 1 - Pool Assets: Detailed list and description of all assets contributed to the pool
2. Schedule 2 - Contribution Values: Agreed values of contributions from each party
3. Schedule 3 - Profit Sharing Formula: Detailed calculations and mechanisms for profit distribution
4. Schedule 4 - Management Procedures: Detailed procedures for pool management and administration
5. Schedule 5 - Accounting Principles: Specific accounting methods and principles to be applied
6. Schedule 6 - Initial Business Plan: Initial operational and financial plans for the pool
7. Appendix A - Form of Accession Deed: Template for new parties joining the pool
8. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures
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