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Two 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 loose / light obligations on the Members.
P1 and P2 wish to establish a limited liability partnership in [TERRITORY] under the name of [NAME] (the LLP) for the purpose of [BUSINESS].
P1 and P2 wish to regulate their relationship as members in the LLP and the management of the LLP in accordance with the terms of this Agreement.
Each Member undertakes that it will during the term of this Agreement contribute its Percentage Share of all funding required by any relevant Budget or as agreed by the LLP Board pursuant to clause 5.3.
All capital contributed by P1 and P2 to meet funding pursuant to clauses 5.1 or 5.3 shall (unless otherwise agreed by the Members) be treated as a capital contribution and credited to its respective Current Account.
The Members are not obliged to provide guarantees to support the LLP's financing commitments. If they do so, such guarantees shall be given in proportion to each Member's Percentage Share. The liabilities of the Members under such guarantees (so far as possible) shall be several and not joint and several. If a claim is made under any such guarantee against a Member, it is entitled to such a contribution from the other Member as will ensure that the aggregate liability is borne by the Members in their respective Percentage Shares.
This shareholders' agreement should be carefully read by the partners involved.
All partners should sign and return a copy, and once signed, all parties should get a copy.
To avoid any future disputes, all parties may wish to have their signatures witnessed.
If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.