Five Parties Limited Liability Partnership Agreement (a LLP) will be established under local law. It provides a basic Partnership framework only. This agreement is drafted to impose strict / tight obligations on the Members.
P1, P2, P3, P4 and P5 wish to establish a limited liability partnership in [TERRITORY] under the name of [NAME] (the LLP) for the purpose of [BUSINESS].
P1, P2, P3, P4 and P5 wish to regulate their relationship as members in the LLP and the management of the LLP in accordance with the terms of this Agreement.
Neither Member (or any Affiliate) shall (either solely or jointly with any other person, firm or company and whether directly or indirectly) carry on or be engaged in or interested (except as the holder for investment of securities dealt in on a stock exchange and not exceeding 5 per cent in nominal value of the securities of any class) in any Competing Business during the period of this Agreement. For this purpose, Competing Business means any business that competes with [BUSINESS].
Each of the Members undertakes to the other that, in addition to its other obligations under this Agreement, it shall:
(a) promote the best interests of the LLP and consult fully on all matters materially affecting the development of the Business;
(b) not without the consent of the Members derive any benefit from the use of the Name or the Property or the business connection of the LLP (and in the event of any breach of this clause the Member shall account to the LLP for any profit derived by him from the use in question);
(c) conduct himself in a proper and responsible manner and use his best skill and endeavour to promote the Business;
(d) comply with all statutes, regulations, professional standards and other provisions as may from time to time govern the conduct of the Business or be determined by the Members as standards to be voluntarily applied by the LLP to the Business; and
(e) act in good faith towards the other in order to promote the success of the LLP, including considering in good faith proposals made by any other Member for modifying this Agreement.