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1. Parties: Identification of all partners and the LLC entity, including full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and brief history if relevant
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal structure, ownership percentages, and relationship between partners
5. Capital Contributions: Initial and ongoing capital contributions, valuation of non-cash contributions
6. Profit and Loss Distribution: Method and timing of profit/loss allocation between partners
7. Management and Voting: Decision-making processes, voting rights, and management responsibilities
8. Partners' Duties and Obligations: Specific responsibilities, commitments, and expectations of each partner
9. Financial Management: Banking, accounting practices, fiscal year, and financial reporting requirements
10. Transfer of Partnership Interests: Rules for selling, transferring, or encumbering partnership interests
11. Admission of New Partners: Process and requirements for admitting new partners
12. Withdrawal and Retirement: Procedures for partner withdrawal or retirement, including buyout terms
13. Dissolution and Termination: Circumstances and procedures for partnership dissolution
14. Dispute Resolution: Process for resolving disputes between partners
15. General Provisions: Standard clauses including governing law, notices, and amendments
1. Non-Competition and Confidentiality: Restrictions on competing activities and handling of confidential information, used when intellectual property or trade secrets are significant
2. Insurance Requirements: Specific insurance obligations for partners and the business, important for high-risk industries
3. Intellectual Property Rights: Ownership and management of IP, needed when the business creates or uses significant IP
4. Death or Incapacity: Detailed procedures for handling a partner's death or incapacity, important for family businesses or specialized partnerships
5. International Operations: Provisions for international business activities, needed if operating across borders
6. Employee Management: Framework for hiring and managing employees, important for larger partnerships
7. Environmental Compliance: Environmental obligations and commitments, necessary for businesses with environmental impact
1. Schedule 1: Capital Contributions: Detailed listing of each partner's initial and subsequent capital contributions
2. Schedule 2: Ownership Structure: Detailed breakdown of ownership percentages and classes of interests
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Management Structure: Organizational chart and detailed management responsibilities
5. Schedule 5: Relevant Assets: List of partnership assets including property, equipment, and intellectual property
6. Appendix A: Valuation Method: Agreed methodology for valuing partnership interests
7. Appendix B: Financial Procedures: Detailed financial and accounting procedures
8. Appendix C: Required Resolutions: Template resolutions for common partnership decisions
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