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Pooling Agreement
1. Parties: Identification of all parties entering into the pooling agreement
2. Background: Context and purpose of the pooling arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Scope of the Pool: Description of assets, resources, or rights being pooled
5. Contributions to the Pool: Details of what each party must contribute and when
6. Management of the Pool: Governance structure and decision-making processes
7. Allocation of Benefits and Costs: Distribution of profits, losses, and operational costs
8. Representations and Warranties: Parties' assertions about their capacity and authority
9. Compliance: Obligations regarding legal compliance, particularly competition law
10. Term and Termination: Duration of the agreement and termination provisions
11. Confidentiality: Protection of confidential information
12. Liability and Indemnification: Allocation of risks and responsibilities
13. Dispute Resolution: Procedures for resolving disputes
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Intellectual Property Rights: Required for technology or patent pooling arrangements
2. Competition Compliance: Detailed section needed for pools that might raise antitrust concerns
3. Tax Provisions: Detailed tax arrangements when significant tax implications exist
4. Transfer of Interests: Rules for transferring pool interests when transferability is permitted
5. Data Protection: Required when personal data processing is involved
6. Insurance: Insurance requirements when pooled assets need specific coverage
7. Environmental Compliance: Required for pooling arrangements involving environmental risks
8. Employment Matters: Needed when pooling arrangement affects employees
1. Pool Assets Schedule: Detailed list and description of all assets in the pool
2. Contribution Schedule: Detailed breakdown of each party's contributions
3. Allocation Schedule: Formula and mechanisms for profit/loss sharing
4. Management Procedures: Detailed procedures for pool management and administration
5. Compliance Protocol: Detailed compliance requirements and procedures
6. Valuation Methodology: Methods for valuing pool assets and contributions
7. Form of Accession Deed: Template for new parties joining the pool
8. Insurance Requirements: Detailed insurance requirements and specifications
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