Legal Establishment Document

LEGAL ESTABLISHMENT DOCUMENT

This Legal Establishment Document (the "Agreement") is made effective as of Month DD YYYY , by and between Party A Name: , an entity type: organized under the laws of ; and Party B Name: , an entity type: organized under the laws of . Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A desires to establish and organize a new legal entity or arrangement for the purposes described below and to define the legal, financial, and managerial framework for that entity; and

WHEREAS, Party B agrees to participate in the formation, governance, capital contribution, or management of the established entity on the terms and conditions set forth herein; and

WHEREAS, the Parties intend that the entity established pursuant to this Agreement shall operate in accordance with applicable law and the terms set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS

1.1 "Established Entity" means the legal entity or arrangement formed or to be formed pursuant to this Agreement and identified by Name: .

1.2 "Effective Date" means the date set forth above. 1.3 Other capitalized terms used in this Agreement shall have the meanings assigned to them in the context in which they appear.

2. FORMATION

2.1 Formation. The Parties shall take all necessary actions to form, register, or otherwise cause the Established Entity to be recognized under the laws of the chosen jurisdiction: , and shall execute and file such organizational documents as are required by applicable law.

2.2 Name. The legal name of the Established Entity shall be as set forth in Section 1.1 above and may be amended only in accordance with Section 15 (Amendments).

3. PURPOSE

The purpose of the Established Entity shall be: . The Established Entity may engage in any lawful activities reasonably related to such purpose.

4. PRINCIPAL PLACE OF BUSINESS

5. CAPITAL CONTRIBUTIONS

5.1 Initial Contributions. Each Party shall make the initial capital contribution described below, and the Parties acknowledge that contributions shall be recorded in the books of the Established Entity.

5.2 Additional Contributions. No Party shall be required to make additional capital contributions except as agreed in writing by all Parties.

6. MANAGEMENT

6.1 Management Structure. The Established Entity shall be governed by the following management structure (select one or describe):

Member-managed    Manager-managed    Board-managed

6.2 Authority. Except as expressly limited in this Agreement, the managing persons or board shall have the authority to act on behalf of the Established Entity, enter into contracts, and bind the Established Entity in the ordinary course of its business.

7. POWERS AND LIMITATIONS

The Established Entity shall have all powers provided by applicable law necessary or appropriate to carry out its business purpose, subject to the following limitations: no sale, merger, or disposition of substantially all assets shall be undertaken without the prior written approval of Parties holding a majority interest, except as otherwise provided in this Agreement.

8. RECORDS AND ACCOUNTING

The Established Entity shall maintain complete and accurate books and records in accordance with generally accepted accounting principles. The fiscal year shall end on .

9. TAX TREATMENT

The Parties intend the Established Entity to be treated for federal, state, and local tax purposes as:

Partnership    Corporation    S corporation    Other:

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation enforceable in accordance with its terms.

11. INDEMNIFICATION

To the fullest extent permitted by law, the Established Entity shall indemnify and hold harmless each Party and its officers, directors, members, managers, partners and agents from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or relating to acts or omissions in connection with the business of the Established Entity, except for claims resulting from gross negligence or willful misconduct.

12. DISSOLUTION

The Established Entity shall be dissolved upon the occurrence of any event required by law to cause dissolution, the unanimous written agreement of the Parties, or any other event specified in this Agreement. Upon dissolution, the assets shall be liquidated and distributed in accordance with applicable law and the Parties' respective rights and priorities.

13. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at their respective addresses set forth below.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties. No failure or delay by any Party in exercising any right or remedy shall operate as a waiver thereof.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, of the Parties.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

18. 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 instrument. Facsimile, scanned or electronic signatures shall be deemed binding for all purposes.

The Parties certify that the individuals signing below are authorized to execute this Agreement on behalf of the respective Parties and to bind them to the terms hereof.

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