Legal Articles Template

LEGAL ARTICLES TEMPLATE

This Articles of Agreement (the "Articles") is made and entered into as of by and between Party A: (Entity Type: Individual Corporation LLC Partnership ) and Party B: (Entity Type: Individual Corporation LLC Partnership ).

RECITALS

WHEREAS, Party A and Party B desire to set forth the Articles governing their rights, duties, capital contributions, ownership allocations, governance mechanisms and other matters relating to their collaboration and joint enterprise described as: ;

WHEREAS, the parties intend these Articles to establish binding contractual obligations and to allocate economic and governance rights between the parties in accordance with the terms set forth below;

WHEREAS, each party represents and warrants that it has full power and authority to enter into this agreement and to perform its obligations hereunder and that execution and delivery of these Articles will not violate any agreement or law applicable to such party;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

Terms used in these Articles have the meanings set forth below. "Capital Contributions" means cash, property or services contributed by a party and described in Section 4. "Ownership Percentage" means the percentage interest in profits, losses and distributions as set forth in Section 4. "Confidential Information" means non-public information disclosed by a party and designated as confidential or which, given its nature, a reasonable person should understand to be confidential.

2. FORMATION; TERM

The parties shall operate their joint enterprise in accordance with these Articles beginning on the Effective Date stated above and continuing until terminated as provided in Section 12. The parties may form a legal entity to carry out the enterprise if and when the parties so agree in writing.

3. PURPOSE

The purpose of the enterprise is:

4. CAPITAL CONTRIBUTIONS; OWNERSHIP

4.1 Initial Contributions. Party A shall contribute:

Party B shall contribute:

4.2 Ownership Percentages. The parties agree that ownership, profit and loss allocation shall be as follows: Party A % ; Party B %.

5. GOVERNANCE AND VOTING

5.1 Management. The parties shall manage the enterprise in accordance with mutual agreement. Except as otherwise required by these Articles, decisions regarding ordinary course operations shall be by majority vote determined by Ownership Percentage; decisions materially affecting the enterprise (including amendment of these Articles, admission of new parties, sale of substantially all assets, or dissolution) shall require the unanimous written consent of the parties.

5.2 Meetings. Meetings may be called by any party on not less than days' notice. Minutes shall be kept and made available to each party upon request.

6. TRANSFERS; RESTRICTIONS

No party may sell, assign, pledge or otherwise transfer any right, title or interest in the ownership of the enterprise without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any purported transfer in violation of this Section shall be null and void.

7. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose Confidential Information except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that is generally known or becomes known through no breach of these Articles.

8. INTELLECTUAL PROPERTY

All intellectual property conceived, developed or reduced to practice in connection with the enterprise shall be owned as follows: Party A: ; Party B: . Each party shall execute instruments reasonably required to perfect such ownership.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, losses, claims, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of these Articles, gross negligence, willful misconduct or violation of law.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and each party's aggregate liability hereunder shall be limited to the amounts actually contributed by such party as Capital Contributions.

11. NOTICES

Notices to Party A

Notices to Party B

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested) or by nationally recognized overnight courier to the addresses provided above or to such other address as a party may specify in a written notice in accordance with this Section.

12. AMENDMENTS; WAIVER

These Articles may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single waiver shall be deemed a waiver of any subsequent default or right.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Signatures transmitted by facsimile or electronic image shall have the same force and effect as original signatures.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT

These Articles, together with any attached exhibits or schedules, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations and understandings, whether oral or written.

16. SEVERABILITY

If any provision of these Articles is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if it cannot be reformed, such provision shall be severed and the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The headings in these Articles are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to be advised by counsel of their choosing prior to execution.

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