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1. Parties: Identification and details of all co-owners entering into the agreement
2. Background: Context of the co-ownership arrangement and brief history of how the parties came to enter into this agreement
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Business Purpose and Scope: Definition of the business activities and scope of the co-ownership arrangement
5. Ownership Structure: Detailed breakdown of ownership percentages and capital contributions
6. Management and Decision Making: Governance structure, voting rights, and decision-making processes
7. Financial Provisions: Capital contributions, profit sharing, loss allocation, and financial management principles
8. Operations and Administration: Day-to-day management responsibilities and operational procedures
9. Rights and Obligations: Specific rights and duties of each co-owner
10. Transfer of Interests: Rules regarding the sale, transfer, or encumbrance of ownership interests
11. Dispute Resolution: Procedures for resolving disagreements between co-owners
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information, relevant when co-owners have other business interests
2. Intellectual Property Rights: Allocation of IP ownership and usage rights, necessary when the business involves significant IP assets
3. Employment of Co-Owners: Terms for co-owners working in the business, applicable when owners take active operational roles
4. Insurance and Indemnification: Specific insurance requirements and indemnification provisions, important for high-risk businesses
5. Exit Strategy: Detailed procedures for business sale or IPO, relevant for growth-oriented ventures
6. Death or Incapacity: Succession planning and procedures, particularly important for family businesses or long-term ventures
7. External Financing: Rules for obtaining and managing external funding, relevant when future financing is anticipated
1. Schedule A - Initial Capital Contributions: Detailed list of cash, property, and other assets contributed by each co-owner
2. Schedule B - Business Plan: Initial business plan and strategic objectives
3. Schedule C - Property Schedule: List of business properties and assets under co-ownership
4. Schedule D - Management Structure: Organizational chart and detailed management responsibilities
5. Schedule E - Financial Procedures: Detailed accounting procedures and financial management protocols
6. Appendix 1 - Specimen Signatures: Official signatures of all co-owners
7. Appendix 2 - Required Resolutions: Template resolutions for common business decisions
8. Appendix 3 - Contact Details: Complete contact information for all parties and their representatives
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