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The Operating Agreement Between Partners is essential for any partnership business operating in England and Wales. It serves as the foundational document that governs the relationship between partners and establishes clear protocols for business operations. This agreement is particularly crucial as it helps prevent future disputes by clearly defining roles, responsibilities, and expectations of all partners. It complies with the Partnership Act 1890 and related legislation, while allowing flexibility to adapt to specific business needs. The document typically includes provisions for profit sharing, management rights, capital contributions, dispute resolution, and exit strategies.

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and purpose of the agreement

3. Definitions: Key terms and their meanings used throughout the agreement

4. Partnership Business: Nature and scope of business activities, including permitted activities

5. Capital Contributions: Initial and ongoing capital requirements and procedures

6. Profit and Loss Sharing: Distribution of profits and allocation of losses between partners

7. Management Rights: Decision-making processes, voting rights, and management authority

8. Banking and Financial Matters: Financial procedures, accounting periods, and banking arrangements

9. Term and Termination: Duration of partnership and circumstances for termination

10. Exit Provisions: Process for partner withdrawal, retirement, or death

11. General Provisions: Boilerplate clauses including notices, amendments, and governing law