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This Limited Liability Partnership Agreement is a legally binding document that establishes a partnership between Party 1 and Party 2. The agreement outlines the purpose of the partnership, which is to conduct business in a specific territory. It also regulates the relationship between the parties as members of the partnership and sets out the management structure of the partnership.
The agreement begins with an interpretation section, which defines key terms used throughout the document. It clarifies the meaning of terms such as accounting period, affiliate, accounts, auditors, budget, designated members, director, effective date, executive manager, members, LLP interest, LLP board, and more.
The agreement then covers various aspects of the partnership, including contributions, further finance, profits and losses, directors and partnership board, executive management, LLP property, undertakings by members, expenses, accounts, budgets and information, claims by members, default, assignments, confidentiality and announcements, termination and deadlock, waivers and amendments, severability, entire agreement, notices, settlement of disputes, governing law, counterparts, and no rights for third parties.
The agreement also includes provisions for termination, in case the financial results of the business are substantially lower than anticipated or if the business is no longer viable. In such cases, the LLP board may decide to terminate the partnership, and the designated members will be responsible for winding up the business and distributing its assets.
This agreement is governed by the laws of the territory and any disputes arising from it shall be resolved through amicable settlement or by the courts of the territory.
Both parties have signed the agreement, and it is effective from the date of signing.
To use this Limited Liability Partnership Agreement, follow these steps:
1. Review the agreement: Read through the entire agreement to understand its terms and provisions.
2. Customize the agreement: Modify the agreement as necessary to reflect the specific details of your partnership, such as the names and addresses of the parties, the name of the LLP, and the capital contributions.
3. Incorporate the LLP: Complete and deliver all necessary documents to the relevant authorities to incorporate the LLP in accordance with the laws of the territory.
4. Establish the LLP board: Appoint the designated members and directors of the LLP board as specified in the agreement.
5. Conduct business: Conduct the business of the LLP in accordance with the best interests of the partnership and the business plan approved by the LLP board.
6. Manage finances: Ensure that each member contributes their percentage share of funding required by the budget and maintain proper accounting records for the LLP.
7. Hold meetings: Schedule regular meetings of the LLP board and ensure that quorum requirements are met. Follow the procedures outlined in the agreement for convening and conducting meetings.
8. Make decisions: Pass resolutions of the LLP board by majority vote, unless the matter falls under reserved matters, which require a higher majority or unanimous vote.
9. Manage executive management: Delegate day-to-day executive management responsibilities to the chief executive and other executive managers. Approve the appointment and terms of reference for executive managers.
10. Protect confidentiality: Maintain confidentiality of commercial and technical information related to the LLP and the other member. Obtain consent before making any announcements related to the LLP.
11. Handle disputes: Attempt to resolve any disputes amicably through negotiation. If unable to reach a resolution, refer the dispute to the respective chairpersons/chief executives of the parties.
12. Terminate the LLP: If necessary, follow the procedures outlined in the agreement for terminating the LLP, including winding up the business and distributing assets.
Please note that this guidance is a summary and does not constitute legal advice. It is recommended to consult with a legal professional to ensure compliance with applicable laws and regulations.