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Basic Operating Agreement
"I need a Basic Operating Agreement for a new tech startup in Singapore with tHRee founding members, where two will be active in management and one will be a silent investor, with specific provisions for future funding rounds and IP protection."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used tHRoughout the agreement
4. Business Purpose: Scope and objectives of the business
5. Capital Contributions: Initial and ongoing capital requirements
6. Management Structure: Governance and decision-making framework
7. Profit and Loss Distribution: How financial benefits and losses are shared
8. Transfer of Interests: Rules for transferring ownership stakes
9. Dissolution: Process for winding up the business
1. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition
2. Intellectual Property Rights: Ownership and use of IP - include when IP is significant to the business
3. International Operations: Rules for cross-border activities - include when business operates internationally
4. Special Purpose Vehicles: Provisions for subsidiary entities - include when complex corporate structures are involved
1. Schedule 1: Capital Contributions: Detailed breakdown of initial capital contributions
2. Schedule 2: Member Information: Detailed information about each member
3. Schedule 3: Business Plan: Initial business plan and projections
4. Appendix A: Voting Rights: Detailed voting procedures and rights
5. Appendix B: Management Procedures: Detailed operational procedures
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