Limited Liability Partnership Agreement

LIMITED LIABILITY PARTNERSHIP AGREEMENT

This LLP agreement is dated ________

PARTIES

1. ________ of:

________ (Member 1).

2. ________ of:

________ (Member 2).

3. The Limited Liability Partnership with the name ________ that the Designated Members have registered with the Registrar of Companies with the number ________ under a document signed by the Initial Members a copy of which is attached to this deed (LLP).

BACKGROUND

(A). Since ________, the Initial Members have been running the Former Partnership and have agreed to transfer it to the LLP under the Transfer Agreement so that the Business can continue.

(B). The Initial Members have agreed to sign this agreement with the LLP. It explains how the LLP will be set up and the rights and responsibilities of each Member.

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

Definitions

Accounting Reference Date: ________ each year or such other date as determined by this agreement.

Accounting Reference Period: each period of 12 months ending on the Accounting Reference Date.

Act: the Limited Liability Partnerships Act 2000 and any amendments to that Act.

Auditors: ________ appointed as auditors as may be appointed by the terms of this agreement, with address at:

________

Bank: ________ or such other bank as may be appointed by the terms of this agreement, with address at:

________

Board Member: one of the Members who are appointed as Board members under this agreement or a member of the Management Board with name and address is listed below:

________

Business: any business carried on by the LLP or that it may decide to carry on as provided by the relevant clauses of this agreement and, in particular, the business described as follows:

________

Business Day: a day other than a Saturday, a Sunday or a public holiday in England when the banks in London are open for business.

Capital Account: the accounts of each Members maintained by the LLP under this agreement to which their capital contributions to the LLP is credited.

Companies Act 2006: the relevant parts of the Companies Act 2006 (as amended) that apply to LLPs because of regulations made under the Act.

Current Account: the account the LLP creates for each Member under this agreement, wherein all profits the LLP pays to them are credited or against with drawings and any losses they are responsible for are deducted.

Continuing Members: the Members who continue to be partners after a Leaving Date.

Deed of Adherence: a deed in a form decided by the Designated Members from time to time that adds to this agreement and shows that an Incoming Member agrees to follow this agreement.

Designated Members: the members who are appointed as such for the purposes of the Act. The first of these members are listed below:

________

Former Partnership: the partnership called ________ that was run by the Initial Members.

Insolvency Act 1986: the relevant parts of the Insolvency Act 1986 (as amended) that apply to LLPs based on regulations made under the Act.

Intellectual Property: copyright, patents, rights in confidential information, Know-How, trade secrets, trade marks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and other similar rights, in each case:

(a). whether registered or not;

(b). including any applications to protect or register such rights;

(c). including all renewals and extensions of such rights or applications;

(d). whether vested, contingent or future; and

(e). wherever existing.

Know-How: inventions, discoveries, improvements, processes, formulas, techniques, technical information, methods, tests, reports, component lists, manuals, instructions, drawings, and customer/supplier information (whether written or not in any other forms and whether confidential or not).

Leaving Date: a date on which an Outgoing Member is no longer or is deemed to be no longer a Partner under this agreement.

Leaving Accounts: a profit and loss account, as well as a balance sheet, for the time period between the last Accounts Date and the Leaving Date.

Managing Board: the LLP's board of management, appointed under this agreement, representing the Members.

Members: the Initial members and any other or additional people recognised as LLP members under this agreement and whose membership has not ended.

Name: the name of the LLP that the Designated Members have registered with the Registrar of Companies.

Outgoing Member: a person who stops being a Member of the LLP for any reason.

Registered Office: the registered office of the LLP that the Designated Members have registered with the Registrar of Companies, having the following address:

________

Transfer Agreement: an agreement dated ________ between the former partners and the LLP, in which it was agreed that the assets and liabilities of the former partnership would be transferred to the LLP.

Trading Name: ________.

(1). Any Clause, schedule or paragraph headings shall not affect the interpretation of this agreement.

(2). A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

(3). Any mention of a company shall include any company, corporation, or other body corporates, regardless of where or how it was established.

(4). Unless the context dictates otherwise, any words in the singular shall include the plural and words in the plural shall include the singular.

(5). Any reference to clauses is to clauses contained in this agreement.

(6). Unless the content dictates otherwise, a reference to one gender shall include a reference to the other genders.

(7). Any reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made from time to time under it.

(8). A reference to writing or written excludes faxes and email.

(9). any reference made to clauses or schedules are to the clauses and schedules contained in this agreement, while any references to paragraphs are to the paragraphs of the relevant schedule.

(10). any words following the terms include, including, in particular or for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(11). any obligation in this agreement imposed on a person not to do something also includes an obligation to not agree or permit that thing to be done.

2. INCORPORATION

(2.1). The LLP was incorporated under the Act on ________.

(2.2). At the Registered Office, the LLP shall keep the certificate of registration issued by the Registrar of Companies.

3. COMMENCEMENT, BUSINESS AND DURATION

(3.1). This agreement shall begin on ________.

(3.2). The LLP shall conduct the Business.

(3.3). Subject to the relevant clause of this agreement, the LLP continues to follow the Act, regardless of a Member leaving, until ________.

4. NAME AND REGISTERED OFFICE

(4.1). The Partnership shall conduct Business under the Name.

(4.2). The Designated Members can, at any time, change the Name and the Registered Office.

(4.3). As permitted by the Act, the Designated Members must inform the Registrar of Companies of any change in the Name or the Registered Office.

(4.4). The LLP shall do business under the Trading Name and use it as permitted by the Companies Act 2006.

5. PLACE OF BUSINESS

The LLP shall run its business from the Registered Office or any other place(s) of business that the Members decides under the relevant clause of this agreement.

6. PARTNERSHIP PROPERTY

(6.1). The LLP's property includes the assets transferred under the Transfer Agreement

The LLP's property also includes all property owned or occupied by the LLP for the purposes of the Business.

(6.2). All property that the LLP holds, creates, occupies or uses for the purpose of running the Business and which has been paid for by the LLP or contributed to the LLP by any Member or has otherwise come to the LLP is owned by the LLP in its entirety, and the Members have no individual rights on that property other than the right to capital distributions that may be due to them under this agreement or after the liquidation of the LLP.

(6.3). In the event that it is necessary for property used for the LLP's purposes to be held on behalf of the LLP by one or more Members, those Members shall, at the LLP's request and in the way that the LLP instructs, document the LLP's interest in that property by signing a declaration of trust or similar acknowledgement.

(6.4). The LLP's intellectual property includes the intellectual property transferred under the Transfer Agreement

(6.5). Members must give the LLP full written details as soon as possible about all of their works that include Intellectual Property and are related to or could be used in the Business. Members agree that the LLP owns all intellectual property in all works that already exist or might exist in the future. This shall occur automatically when the work is created. Members will hold them in trust for the LLP if the works do not automatically become property of the LLP. Members agree to sign all documents and do all actions as soon as the LLP decides they are necessary to give full effect to this clause. The LLP shall pay for all reasonable costs that the Members may incur in this respect.

(6.6). All moral rights under the Copyright, Designs, and Patents Act 1988 (and any similar rights in other places), that Members have or will have in any of the works mentioned in this clause, whether they are already created it will be created in future, are hereby irrevocably waived. Any copyright or design right in a work made in whole or in part by a Member that is connected to the Business or could be used in the Business belongs to the Member. The Member shall hold exclusive ownership of any copyright and/or design rights and shall assign or license them to the LLP for its use as requested.

(6.7). If the LLP requests, and at its expense, the Members agree to give the LLP all the help it needs to enforce its intellectual property rights against third parties, defend claims that it breached third parties' intellectual property rights, and apply for registration of intellectual property rights, where appropriate, all over the world, and for as long as those rights persist.

7. BANKING

(7.1). The LLP shall use the Bank.

(7.2). All money that belongs to the LLP shall be paid into the LLP's account at the Bank as soon as possible.

(7.3). All money and securities that the LLP or any Member receives on behalf of a client or third party shall be paid and delivered to the client or third party as soon as possible into an appropriate client account under the rules and regulations of any professional or legislative body that has the jurisdiction to regulate the LLP.

(7.4). All cheques written on or instructions to move money from any account listed in this clause shall be written in the name of the Designated Members and signed by two of the Members, but no one else.

(7.5). The Management Board shall communicate with the Bank on behalf of the LLP.

8. ACCOUNTS, AUDITORS AND AUDIT

(8.1). The LLP shall make sure that accurate books of accounts are kept and kept safe. These books should show a true and fair picture of the business, the state of affairs and whether the LLP is profitable or trading at a loss.

(8.2). The LLP's books of account shall be kept at the Registered Office or another place chosen by the Management Board under the relevant clause of this agreement.

(8.3). The accounting reference period for the LLP ends on the Accounting Reference Date or another date decided by the Management Board under the relevant clause of this agreement.

(8.4). As provided by the Companies Act 2006, the Designated Members shall notify the Registrar of Companies about any changes to the Accounting Reference Date.

(8.5). As provided by the Companies Act 2006, the LLP shall prepare annual accounts and report(s) as at the Accounting Reference Date.

(8.6). Except where the LLP is exempt from audits under the Companies Act 2006, under the relevant clause of this agreement, the Designated Members may:

(8.6.1). appoint the LLP's Auditors;

(8.6.2). reappoint the Auditors as permitted by the Companies Act 2006;

(8.6.3). stipulate how much the Auditors will be paid; and

(8.6.4). remove the Auditors from office.

(8.7). Except where the Companies Act 2006 grants an exemption to the LLP, the annual accounts of the LLP shall be audited and settled annually by the Auditors as at the Accounting Reference Date.

(8.8). The LLP annual accounts along with an auditor's report shall be:

(8.8.1). presented for the Members consideration at a meeting and, if deemed appropriate, approval under the relevant clause of this agreement, subject only to any approved amendments; and

(8.8.2). relayed to all Members as provided by the Companies Act 2006.

(8.9). As provided by the Companies Act 2006, the Designated Members shall sign the annual accounts and report(s) of the LLP and file them with the Registrar of Companies.

9. CAPITAL

(9.1). The Initial Members shall contribute the total amount of capital in the proportions in the specified below on the formation of the LLP, which will be credited to each Member's Capital Account:

9.1.1. ________ shall contribute ________% of the capital, equal to £________ (________)

9.1.2. ________ shall contribute ________% of the capital, equal to £________ (________)

(9.2). At the incorporation of the LLP, each of the Initial Members acquires a share as specified in the Transfer Agreement.

(9.3). The Management Board may not request additional capital contributions from the Members in the event of the LLP's insolvency.

(9.4). Subject to the preceding clause, the Members shall contribute any additional capital that the Management Board determines, under the relevant clause of this agreement, is necessary for the purposes of the LLP subject to:

(9.4.1). instructions from the Management Board; and

(9.4.2). the proportions of the Members' entitlement to share in the profits of the LLP set out in this agreement.

(9.5). Where, as instructed by the Management Board, a Member contributes capital to the LLP at any time after incorporation, that Member acquires a share in the LLP in proportion to the amount or value of that contribution, and the contribution shall be credited to the Member's Capital Account.

(9.6). The Members shall share any profits of a capital nature, as certified by the Auditors, in the same proportions they share capital contributions as provided in this agreement.

(9.7). The Members are entitled to receive interest on their proportion of capital contributions as provided and to be paid under this agreement.

(9.8). Subject to the express provisions of this agreement or unless otherwise decided by the Management Board as permitted by the relevant clause of this agreement, a Member shall be precluded from withdrawing or receiving back any portion of the amount credited to their Capital Account.

10. PROFITS

(10.1). Subject to the provisions of this clause, the Management Board, as permitted by this agreement, shall allocate the profits of the LLP between the Members in the proportions set out in this agreement and credit each Member's Current Account as soon as the annual accounts for the relevant accounting year of the LLP are approved by the Members under the relevant clauses of this agreement, provided that the allocation to a Member who joined the LLP pursuant to this agreement during the relevant accounting year shall be reduced in proportion to the portion of the relevant accounting year that the Member was a member of the LLP. The profits shall be shared equally among all Members.

(10.2). Before the allocation of profits of the LLP under this clause, the LLP shall pay interest under the relevant clause of this agreement on the amount of each Member's proportion of the capital contributions provided that if the aggregate amount of interest payable to the Members exceed the profits of the LLP for the relevant year, then the amounts of interest payable shall be reduced in proportion to each Member's share of the capital contributions.

11. DRAWINGS

(11.1). On the 1st of each month, or the next Business Day if that date is not a Business Day, where that date is not a Business Day, each Member may withdraw from their Current Account a sum as determined by the Management Board under the relevant clause of this agreement.

(11.2). If a Member withdraws funds from their Current Account in excess of their profit share for an accounting year as determined under this agreement, that Member must promptly repay the excess drawngs to the LLPalong with interest at the Interest Rate.

12. ADMISSION OF MEMBERS

(12.1). As permitted under this agreement, the Members may decide to admit as a Member to the LLP any person who so desires to become a Member.

(12.2). A person must complete and sign a Deed of Adherence before they can join as a Member of the LLP, accepting and agreeing to the terms contained in this agreement.

(12.3). The Designated Members must notify the Registrar of Companies of the appointment of a Member as required by the Act.

13. DESIGNATED MEMBERS

(13.1). The Management Board shall appoint ________ (________) members as Designated Members.

(13.2). The Designated Members shall be responsible for ensuring compliance with all registration and other requirements of the Act and other applicable legislation, including:

(13.2.1). notifying the Registrar of Companies of any changes to the Members, their personal information, or the Accounting Reference Date;

(13.2.2). notifying the Registrar of Companies of any Name or Registered Office changes;

(13.2.3). signing and submitting the LLP's annual accounts with the Registrar of Companies as required by the Companies Act 2006;

(13.2.4). preparing, signing and filing the annual return with the Registrar of Companies;

(13.2.5). appointing, re-appointing, determining the remuneration, and removing LLP auditors as appropriate; and

(13.2.6). As well as the following additional responsibilities:

________

14. MANAGEMENT OF THE LLP

(14.1). The LLP shall have a Management Board which consists of at least ________(________) and no more than ________ (________) members appointed by the Members appointed pursuant to this agreement.

(14.2). Subject to the terms of this agreement, and any applicable law, and subject to any matter that the Management Board may delegate to the Board Members, the Management Board shall be responsible for the management and control of the Business and the affairs of the LLP and shall have the power and authority to do all things necessary to carry out the LLP's purpose. Specifically, and without limiting the generality of the foregoing, the Management Board shall ensure:

14.2.1. the LLP's books and records are prepared in accordance with generally accepted accounting principles applicable in the United Kingdom and all applicable laws, are kept current, show and explain the LLP's transactions, and disclose its financial position with reasonable accuracy;

14.2.2. the LLP compiles management accounts and reports on a monthly basis, including necessary information requested by each Member. The LLP promptly delivers these accounts and reports to each Member as soon as feasibly possible following the conclusion of each accounting reference date;

14.2.3. a business plan is created for the LLP in relation to each accounting reference period. This plan must be presented to the Members for their approval no later than ________ (________) days prior to the commencement of the corresponding accounting reference period;

14.2.4. the LLP makes available to each Member the information about the LLP that they may reasonably require;

14.2.5. the LLP updates each Member on the status of the business upon request;

14.2.6. the LLP accords due consideration to any reasonable opinions expressed by a Member regarding the Business; and

14.2.7. As well as the following additional responsibilities:

________

(14.3). The Management Board shall fulfill and oversee its duties, seeking assistance as needed from the Members, as well as agents or employees of the LLP, whenever deemed necessary.

(14.4). The Management Board may at any time, under this agreement, remove any Board Member from the Management Board or appoint any Member as a Board Member, with such removal or appointment taking effect on the date falling ________ (________) months after the adoption of such Management Board resolution.

(14.5). Unless this agreement specifies otherwise, each Board Member shall hold their position for a duration of ________. After the end of their tenure, they shall be deemed to have resigned on that anniversary date unless reappointed.

(14.6). The Management Board holds the responsibility of selecting the chairperson from among the Board Members. The chairperson, who is also a Board Member, shall not possess the authority to appoint a substitute for any Management Board meeting.

(14.7). Any Board Member who wishes to resign from their position is required to provide written notice of the resignation to the Management Board, with the resignation taking effect ________ (________) month(s) after the date of receipt by the Management Board of such written notice.

(14.8). The Management Board shall hold meetings at least ________ (________) times per month, as determined by the chairperson.

(14.9). Each meeting of the Management Board shall be governed by the following provisions:

14.9.1. a meeting of the Management Board may be called by the chairperson of the Management Board or any two Board Members giving notice of the meeting of at least ________ (________) Business Day(s) to all Board Members, specifying the place, day and time of the meeting and a statement of the matters to be discussed at the meeting. A shorter notice shall be considered as valid and deemed to be given if all Board Members attend the meeting or it is ratified by the Board members at a subsequent meeting;

14.9.2. Quorum for a Management Board meeting is two Board Members present in person or via video or telephone conference call (including the chairperson or an alternate designated by the chairperson)or by alternate (another Board Member appointed in writing to attend and vote in lieu of the appointing Board Member);

14.9.3. if the appropriate quorum is not present within 15 (fifteen) minutes of the start time stated in the notice of the meeting, any resolution passed at the inquorate meeting is deemed to have been passed if it is later ratified by the required majority present at a duly convened quorate meeting;

14.9.4. Decisions made by the Management Board (excluding those referred to in this clause) shall be decided by a simple majority vote during a properly convened meeting. Each attending Board Member, whether in person participating via video or telephone conference call or represented by an alternate shall hold one vote. In the event of a tie vote the chairperson of the Management Board shall have the authority to cast the deciding vote;

14.9.5. The chairperson of the Management Board has the authority to designate a substitute, who must also be a Board Member, for any meeting. Similarly, any Board Member has the option to appoint the chairperson, the chairperson's alternate, or another Board Member as their own alternate. As appointed alternate shall have their own voting right at the Management Board Meeting, in addition to the vote of the appointor. However, the alternate shall only be counted as a single Board Member for quorum purposes;

14.9.6. the Board Members may implement any Management Board decision for any purpose through a written resolution signed by all Board Members;

14.9.7. Management Board meetings may be conducted electronically, such as by telephone or video conference. Board Members participating in a Management Board meeting via electronic means shall be tallied in the quorum and have the right to vote; and

14.9.8. all meetings of the Management Board shall be documented in minutes, which shall be approved and signed by the chairperson of the Management Board.

(14.10). Regardless of the provisions of this clause or any other sections of this deed, unanimous agreement from all Board Members, regardless of their presence at a specific Management Board meeting, mandatory for the following matters:

________

(14.11). The Management Board commits to each Member and the LLP that it will not, without the prior written consent of all Members, engage in, agree to, facilitate, or permit the LLP to engage in decisions related to any of the matters specified in this agreement. These matters are reserved for the unanimous approval of the Members.

(14.12). Except for acts or omissions resulting from bad faith, negligence, willful default, material breach of this agreement, or actions taken without good faith in the reasonable belief that they were in the best interests of the LLP and not contrary to its interests, the Board Members shall not be liable, responsible, or accountable for any damages or claims made by the LLP, its Members, successors, or assigns.

15. MEETINGS AND DECISION-MAKING

(15.1). Each of the Designated Members and Members shall hold meetings at least ________ (________) per month.

(15.2). Each meeting of the Designated Members of Members shall be governed by the following provisions:

15.2.1. a meeting of the Designated Members may be convened by ________ (________) of the Designated Members, while a meeting of the Members can be called by ________ (________) of the Designated Members or by ________ (________) of the Members. Additionally, a meeting may also be called by the Management Board or any liquidator appointed under the Insolvency Act 1986;

15.2.2. a meeting may take place at a time and location decided by the Designated Members, Members or liquidator or Management Board who have the authority and discretion to call such a meeting;

15.2.3. a notice of the meeting shall be sent to all eligible attendees, specifying the meeting's location, date, time and agenda. A minimum of ________ (________) clear days' notice is required, unless all Members are present or the notice is ratified by the Members in a valid subsequent meeting;

15.2.4. at the start of each meeting, the chairperson of the Management Board shall preside over the meeting. In the absence of the chairperson, a Board Member designated by them as an alternate for the meeting shall serve as the chairperson. The chairperson shall have a casting vote;

15.2.5. quorum for a Designated Members' meeting is two Designated Members physically present or via video or telephone conference call or by proxy (meaning another Designated Member appointed in writing to attend and vote on behalf of the appointing Designated Member). The quorum for a Members' meeting is two Members physically present or via video or telephone conference call or represented by proxy (meaning another Member appointed in writing to attend and vote on behalf of the appointing Member);

15.2.6. if the required quorum is not met within 15 (fifteen) minutes from the specified start time in the meeting notice, any resolution passed at the meeting without a quorum is considered to be approved if it is later ratified by the necessary majority at a properly arranged meeting with a quorum;

15.2.7. meetings may be conducted using electronic methods, such as telephone or video conference. Designated Members or Members attending a meeting electronically will be considered present in person at the meeting, and they will have the right to be included in the quorum and cast their votes;

15.2.8. a corporate Member may authorise individuals, through a resolution from its directors or governing body, to act as representatives in meetings. These authorised representatives will possess the same powers on behalf of the corporate entity they represent, as if the entity were an individual Member; and

15.2.9. minutes shall be prepared for all meetings, and they will be reviewed, approved, and signed by the meeting's chairperson as an official record of the proceedings.

(15.3). Matters that are specifically reserved for the decision of the Designated Members, as outlined in this agreement, shall be resolved by the Designated Members through a three-quarters majority at a properly arranged meeting.

(15.4). Except as provided in this agreement, all matters discussed at Members' meeting are determined by a simple majority vote. However, certain matters require approval of at least three-quarters of the Members:

15.4.1. any amendments or changes to this agreement;

15.4.2. any alterations in the Name or nature of the Business;

15.4.3. changes to the LLP's place of Business or opening a new place of Business;

15.4.4. the admission of a new Member to the LLP;

15.4.5. the appointment or removal of a Designated Member;

15.4.6. the expulsion of a person as a Member of the LLP through a notice under this agreement;

15.4.7. any alteration to the accounting policies of practices employed in the preparation of the LLP's accounts, except those mandated by law or recommended by generally accepted accounting practices applicable in the UK;

15.4.8. alteration to the Accounting Reference date;

15.4.9. alteration of the name or scope of authority of individuals authorised to sign cheques or other financial instruments on behalf of the LLP;

15.4.10. entering into any significant contract or arrangement that is long-term, unusual, or falls outside the ordinary course of business;

15.4.11. giving an employee an employment contract with remuneration exceeding a total of £________ (________) per annum;

15.4.12. the LLP incurring any capital expenditure exceeding a total of £________ (________)during a single accounting reference period;

15.4.13. the LLP selling, disposing, purchasing, or acquiring any freehold or leasehold property or any interest in it;

15.4.14. the LLP borrowing, lending, providing guarantees, or undertaking obligations for amounts exceeding £________ (________) in aggregate;

15.4.15. any decision for the LLP to form a partnership, joint venture, or other income or profit-sharing arrangement with any individual or entity;

15.4.16. any decision to enter into exclusive agency or distribution agreements with a third party;

15.4.17. any decision to enter into a licensing agreement for the use of Intellectual Property owned by a third party;

15.4.18. the LLP acquiring shares or loan capital of any corporate entity;

15.4.19. the formation of any subsidiary company or LLP;

15.4.20. the LLP acquiring any business;

15.4.21. conducting any proportion of the Business outside of the LLP or any wholly owned subsidiary of the LLP;

15.4.22. except in the ordinary course of the Business, the sale, transfer, lease, license, or other disposal of all or a significant portion of the Business, its undertaking, or assets, through a single transaction or a series of unrelated transaction;

15.4.23. the factoring or discounting of the LLP's book debts;

15.4.24. except for securing borrowed funds in the ordinary course of the Business, the establishment of issuance of any debenture, mortgage, charge, or other form of security over the assets of the LLP;

15.4.25. except in the ordinary course of business, making payments or engaging in material financial transactions or arrangements with Members or any person connected with a Member;

15.4.26. making significant changes to any contact or transaction involving members or individuals connected to them, or any other parties, except on standard commercial terms negotiated at arm's length;

15.4.27. deciding to initiate voluntary liquidation of the LLP or appoint a liquidator under the Insolvency Act 1986;

15.4.28. deciding for the LLP to propose a voluntary arrangement, compromise scheme, or arrangement with its creditors under the Insolvency Act 1986;

15.4.29. deciding for the LLP to propose a voluntary arrangement, compromise scheme, or arrangement with its creditors under the Insolvency Act 1986;

15.4.30. deciding to initiate administration proceedings for the LLP under the Insolvency Act 1986; and

15.4.31. deciding for the LLP to apply to the court for winding up the LLP under the Insolvency Act 1986.

(15.5). The Designated Members or Members have the authority to make decisions concerning the LLP by way of a written resolution signed by all the Designated Members or Members. If a Member is a corporate entity, the resolution may be signed by one of its directors, company secretary, or authorised representative.

(15.6). the Designated Members have the authority to delegate or revoke the delegation of their powers in managing and conducting the affairs of the LLP. This delegation may be made to the Management Board, a committee, or committees comprised of appointed Designated Members, Members,Board Members, and LLP employees, as stated in the resolution.

(15.7). The procedure for conducting any committee provided under this clause follows the guidelines outlined in the establishing resolution. If the resolution does not specify the procedure, it will be determined by a majority decision of the committee itself.

16. MEMBERS' ENTITLEMENTS

(16.1). Other than the regular public holidays in England and Wales, each member is entitled to ________ (________) working days of annual leave per calendar year (or pro rata for a shorter period). The specific dates for taking the leave will be mutually agreed upon by the Members.

(16.2). Each Member shall be entitled to following statutory rights available to them as if they were employees of the Partnership:

16.2.1. maternity leave;

16.2.2. paternity leave;

16.2.3. adoption leave; and

16.2.4. shared paternity leave.

A Member's absence arising from maternity leave under this clause shall not affect any entitlement to and liability for Net Profit and Losses under the relevant clause.

(16.3). Each member shall also be entitled to the the following additional entitlements:

________

17. MEMBERS' DUTIES AND RESTRUCTIONS

(17.1). Each Member shall at all times:

17.1.1. unless otherwise agreed by the Members, each member is required to dedicate their full time and attention to the Business, with the exception of holidays, parental leave or other any other leave provided in this agreement;

17.1.2. diligently engage in the Business, conduct themselves in a suitable and accountable manner, and exert their utmost skill and effort to advance the interests of the LLP to the fullest extent possible;

17.1.3. adhere to all applicable laws, regulations, professional standards, and other provisions that govern the conduct of the Business. Alternatively, such standards may be determined by the Designated Members and Management Board as voluntary guidelines for the LLP to follow in Business operations;

17.1.4. act with the highest level of good faith, each Member must conduct all transactions related to the Business and affairs of the LLP in a manner that benefits the LLP and the other Members. Additionally, they are required to provide accurate and complete information about these dealings to the LLP;

17.1.5. if instructed by the Members Management Board, the Member must serve as a Designated Member of the LLP under Section 8 of the Act for the duration specified by the Membersor Management Board;

17.1.6. promptly inform the Designated Members of any changes to their personal information, which shall be subsequently notified to the Registrar of Companies as required under the Act;

17.1.7. be responsible for securely keeping proper accounts, diaries, and records related to the LLP in a legible form, as reasonably required by the Designated Membersand Management Board. In addition, all Members shall have free access to these records and be able to make copies as needed;

17.1.8. promptly inform the Designated Members and Management Board upon becoming a party to any legal proceedings;

17.1.9. indemnify and hold harmless the other Members, their estates, and successors from all losses, liabilities, expenses, and payments arising from their material breach of these deed, without prejudice to any other rights or remedies of the other Members; and

17.1.10. provide a full account to the LLP for any profits obtained from any business conducted or any office or appointment accepted by them in violation of this agreement. The Member shall also account for any personal benefits derived from the Business, the use of the Name or Trading name, or LLP's property in breach of this agreement.

(17.2). No Member may engage in the following activities without the prior written consent of all the Designated Membersand the Management Board:

17.2.1. engage in any other business or accept any office or appointment (except on a voluntary or honorary basis) any office or appointment unless that such business is not in competition with the Business;

17.2.2. receive any advantage or gain from utilizing the Name,Trading Name, assets, or business connections of the LLP;

17.2.3. enter into any agreements or obligations on behalf of the LLP, except the Trading Name;

17.2.4. transfer or charge their rights or interest in the LLP, or any portion thereof, or any other interest in the LLP, or admit any person as a partner in the LLP;

17.2.5. have any dealings with any individual, partnership, limited liability partnership, or limited company that the Member and Management Board have previously decided not to deal with;

17.2.6. engage or dismiss any employee of the LLP; or

17.2.7. except as provided by this agreement, participate in or make decisions on any matters specified in this agreement that require three-quarters majority approval of the Members.

18. INDEMNITY AND EXPENSES

(18.1). If a Member assumes personal liability under a pre-incorporation contract entered into for the benefit of the LLP and with the express or implied consent of the other Members, the LLP, upon incorporation, shall be deemed to rectify the contract and shall indemnify the Member against any claims, liabilities, and costs associated with it.

(18.2). The LLP shall indemnify any member for payments made and personal liabilities they incur while performing their duties as a Member, Designated Member or Board Member in the ordinary and proper conduct of the Business or for actions taken to protect the interests of the LLP and its property.

(18.3). Subject to the consent of the Members, the LLP shall indemnify any member for payments and personal liabilities they incur for actions that are not necessarily done with the intention of preserving the LLP, but from which the LLP directly or indirectly benefits.

(18.4). A Member shall only be reimbursed for reasonable expenses related to the Business where:

18.4.1. the Member provides a corresponding receipt and VAT invoice where appropriate; and

18.4.2. in the event that the LLP provides a credit card for Member expenses, the Member submits the original vouchers for all charges made to that credit card to the LLP.

(18.5). The Designated Member and Management Board may set maximum limits on certain expense categories for which Members can seek reimbursement by notifying them.

19. INSURANCE

(19.1). The LLP shall be responsible for maintaining insurance policies, at its own expense, in the amounts determined by the Management Board, covering:

19.1.1. LLP property;

19.1.2. private medical insurance for Members and employees;

19.1.3. life assurance for the Members;

19.1.4. employer's liability;

19.1.5. public liability;

19.1.6. professional negligence; and

19.1.7. along with the following additional policies:

________

(19.2). Members are required to cooperate with the LLP in obtaining the insurance policies outlined in this clause, including undergoing any necessary medical examinations for the procurement of such insurance policies.

20. RETIREMENT AND DEATH

(20.1). A Member has the right to retire from the LLP by giving written notice to the LLP at least ________ (________) months in advance. The date specified in the notice will be considered the Member's Leaving Date.

(20.2). A Member is deemed to retire from the LLP:

20.2.1. on the Accounting Reference Date immediately following their ________ year birthday (or on a later date if agreed upon with the LLP).

20.2.2. immediately if the LLP serves written notice on them following a court order or appointment of a deputy under Section 16 of the Mental Capacity Act 2005.

(20.3). A Designated Member may resign their designation by giving ________ (________) months' written notice to the LLP. Upon the expiration of that notice, their designation as a Designated Member terminates. Where the result of their resignation would be that only one Designated Member remains, their notice will not take effect until a e Designated Member is appointed by Management Board. The resigning Designated Member will continue as a Member of the LLP.

(20.4). If a Board Member resigns or is removed from their office under this agreement, they will continue as a Member of the LLP, but their appointment as a Board Member will come to an end.

(20.5). In the event of a Member's death, their Leaving Date shall be the date of their death.

21. EXPULSION

(21.1). The LLP may expel a Member from membership by providing written notice, which shall expire on a defined date, if the Member:

21.1.1. commits a serious breach or persistent breaches of any material terms of this agreement or fails to remedy a remediable breach within ________ (________) days of receiving a written notice from the LLP;

21.1.2. fails to pay any amount owed to the LLP by the due date and remains in default for not less than ________ (________) days after receiving a written notice to make the payment;

21.1.3. fails to account for, pay over, or refund any money received and belonging to the LLP within ________ (________) days after receiving a notice from the LLP requiring such action;

21.1.4. is guilty of any conduct likely to have a serious adverse effect on the Business;

21.1.5. ceases to hold any professional qualification or certification required for the normal performance of their duties;

21.1.6. is convicted of any criminal offence involving dishonesty;

21.1.7. is required by the Management Board to resign and fails to do so within the required time period of not less than ________ (________) days;

21.1.8. in the reasonable opinion of the Management Board, becomes physically or mentally unfit (whether or not certified by a medial practitioner) to fulfil their duties and obligations as a Member under this deed continuously for ________ (________) days within any ________ (________) months, and such inability has persisted for a minimum of ________ (________) months (excluding any period of holiday, maternity leave, parental leave, or family leave) immediately prior to the notice being served;

21.1.9. suspends or threatens to suspend payment of their debts, is unable to pay their debts as they become due, admits inability to pay their debts, or (where the Member is a corporate entity) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (without the requirement of proving to the satisfaction of the court), or (where the Member is an individual), is deemed unable to pay their debts or has no reasonable prospect of doing so within the meaning of section 28 of the Insolvency Act 1986;

21.1.10. initiates negotiations with any class of creditors or restructures their debts, proposes or enters into any compromise or arrangements with their creditors (excluding a scheme for for a solvent amalgamation or reconstruction of the Member in the case of a corporate Member);

21.1.11. (being a corporate entity) applies to court for, or obtains a moratorium under Part 1A of the Insolvency Act 1986;

21.1.12. has a petition or notice filed against them (where that Member is a corporate entity) for winding up, a resolution or order is made for winding up (excluding for the purpose of a solvent amalgamation or reconstruction), an application or order is made for the appointment of an administrator, or an administrator is appointed over the Member;

21.1.13. (being a corporate member) has the their assets subject to a qualifying floating charge held by a party who has the right to appoint or has appointed an administrative receiver, or if a receiver is appointed over the Member's assets or someone becomes entitled to appoint a receiver;

21.1.14. has their assets subject to the appointment of a receiver or if someone has the right to appoint a receiver over the Member's assets;

21.1.15. (being an individual) is the subject of a bankruptcy petition, application or order;

21.1.16. is subject to a creditor or encumbrancer of the Member attaching or taking possession of the Member's assets, or if a distress, execution, sequestration, or similar process if levied or enforced against the Member's assets and remains unresolved for a period of 14 days;

21.1.17. is subject to any event or processing in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in this clause;

21.1.18. (being a corporate entity) suspends or ceases, or threatened to suspend or cease, carrying on all or a substantial part of its business;

21.1.19. has their financial position deteriorate to the extent that it reasonably rises concerns about their ability to fulfill the terms of this agreement; or

21.1.20. (being a corporate entity) undergoes a change of control (as defined in section 1124 of the Corporation Tax Act 2010).

(21.2). In the event that a Member is expelled from the LLP by this clause, their Leaving Date shall be the date specified in the expulsion notice, marking the expiration of their membership.

22. ENTITLEMENTS OF OUTGOING MEMBERS

(22.1). Upon the Leaving Date of an Outgoing Member, they shall have no entitlement to any share or any interest in the LLP's property, profits, or losses. In addition, the Outgoing Member shall forfeit their voting rights and their ability to participate in the management affairs of the LLP.

(22.2). Beginning from the Leaving Date of the Outgoing Member the remaining Members shall assume ownership of the Outgoing Member's interest in the LLP, reflective of the profit-sharing shares outlined in this agreement.

(22.3). After their Leaving Date, the LLP shall:

22.3.1. indemnify and keep indemnified the Outgoing Member, their estate, and personal representatives, as applicable, for all guarantees and obligations related to the LLP, except for income or capital gains tax or corporation tax liabilities of the Outgoing Member; and

22.3.2. As provided by this agreement, pay the Outgoing Member:

22.3.2.1. the amount of any capital that the LLP is expected to pay to their Capital Account;

22.3.2.2. any undrawn profit share and other entitled sum less the applicable proportion of income tax or corporation tax as advised by the Auditors for the period up to their Leaving Date;

22.3.2.3. any sums due to them in respect of loans, and loan interest and interest on capital in the LLP; and

22.3.2.4. any sums that in the Auditors' expert opinion are required to be paid to the Outgoing Member to represent the value of their share in the LLP at their Leaving Date.

(22.4). The LLP will calculate the amounts specified in this clause by reference to the audited annual accounts of the LLP. Those sums shall be appropriately apportioned with regard to the accounting reference period in which the Outgoing Member's Leaving Date occurred.

(22.5). Except as decided by the LLP, at its absolute discretion, to make the payments earlier, the LLP shall pay the sums outlined in this clause to the Outgoing Member, their personal representatives, or trustee in bankruptcy, as follows:

22.5.1. ________% on the Payment Commencement Date;

22.5.2. the remaining ________% shall be paid in ________ equal instalments, with the first instalment due on the first Business Day, ________ (________) months after the Payment Commencement Date. Subsequent instalments shall be paid on the first Business Day every two months thereafter until the full sum owed to the Outgoing Member is paid;

22.5.3. if an instalment under this clause is ________ or more overdue, interest at the Interest Rate shall be charged on the outstanding balance of that instalment for the duration it remains unpaid;

22.5.4. The LLP has the discretion to allocate funds fкom the LLP's profits to provide pension benefits for an Outgoing Member, as deemed fair and reasonable by the Management Board;

22.5.5. The Designated Members are responsible for informing the Registrar of Companies about the relevant information regarding any Outgoing Member, as required by the applicable laws and regulations; and

22.5.6. Upon a Member becoming an Outgoing Member, this agreement shall continue in force and effect among the remaining Members.

23. OBLIGATIONS OF OUTGOING MEMBERS

(23.1). The Outgoing Member or their personal representatives shall, within a reasonable time of their Leaving Date, sign and execute all required documents and perform necessary acts as requested by the LLP, with the aim of facilitating the recovery of any outstanding interest or right of the LLP and to transfer any property held by the Outgoing Member on behalf of the LLP. The Outgoing Members appoints the other Members as their attorney to act on their behalf for the purpose of executing necessary deeds, documents, and acts to fulfill the terms of this deed and transfer assets, rights, and benefits to the LLP.

(23.2). On or within a reasonable time of their Leaving Date, the Outgoing Member or their personal representatives must return to the LLP all documents, records, papers, or other property belonging to the LLP that are in their possession or under their control and pertain to the LLP's business affairs. They are not permitted to retain any copies of materials.

(23.3). During the period of ________ (________) months following their Leaving Date, an Outgoing Member shall not engage in any of the following activities without the written consent of the Members:

23.3.1. canvass, solicit or attempt to attract any person known by them to be a client or customer of the LLP at the time of their Leaving Date to any firm, company, or business in which they may be involved, particularly those with whom they have had significant contact for a period of ________ (________) months before their Leaving Date;

23.3.2. act for or engage in any dealings, whether directly or indirectly, with any person known to them as a client or customer of the LLP as at their Leaving Date;

23.3.3. compete with the LLP or engage in any business of a similar nature or with a similar name or trading name as that of the LLP, either on their own account or through a firm or company in which they are involved, within a radius of ________ (________) miles from any business premises of the LLP;

23.3.4. canvass, solicit, employ, or otherwise engage any individual who is an employee or Member of the LLP at the time of their Leaving Date, and with whom they have had business dealings within the Business for a period of ________ (________) months prior to their Leaving Date; and

23.3.5. directly or indirectly assist or facilitate anyone else in engaging in any activity that woulв constitute a breach of this clause of this agreement.

(23.4). The Members consider each of the restrictions contained in this clause to be separate and severable. If any restriction is deemed unenforceable, but could be made valid by deleting part of it or reducing the period or area of application, the restriction will be modified accordingly to ensure its validity and enforceability.

24. 25555885588

(________). 52525 2588 525222222 525 252 5282882282 882 2825, 252 2228258 252 5282882 22:

________. 28582 252 222 8222 828522552 88858552822 525 5222822 5 8885855225;

________ 2522 5 25222858 225 5 828522552 55552222222, 885222 22 8222522882 25 55552222222 8825 828 852582258;

________. 52282 225 52 55282882552822 25525; 525

________. 52282 22 252 82552 22 8825 52 252 222.

(________). 82 222825 88 885882 22 8222588522 522 522522 22 252 588228 22 252 222 22 88858552822 22 82825 252 2522258 822882825 82 8282822 82 22 252 5282882282 882 2825.

(________). 52 252 28222 2552 252 222 88 82525 52 525 5 8552858 852 88 522582822 52225 82228822 588 52828 525 25222828, 252 8885855225 85588 5882588522 252 8552858 852 22 252 2228258 25222528225882 85825 22 25285 5282282882 855528 22 8528258 58 822882825 82 2588 525222222.

25. CONFIDENTIALITY

(25.1). Each Member and Outgoing Member undertakes not to disclose any Confidential Information related to the LLP's Business, assets, affairs, customers, clients, or suppliers to any third party, except as permitted under this clause.

(25.2). Each Member and Outgoing Member may disclose Confidential Information:

25.2.1. to their employees, officers, contractors, subcontractors, representatives or advisers who require such information for the purpose of exercising their rights or fulfilling their obligations under or in connection with this agreement. Nonetheless, each Member and Outgoing Member is responsible for ensuring that the recipients of Confidential Information comply with this clause; and

25.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(25.3). Each Member and Outgoing Member shall refrain from using any Confidential Information for any purpose other than exercising their rights and fulfilling their obligations under or in connection with this deed.

(25.4). All Confidential Information shall be considered the property of the LLP as ir relates to each Member and Outgoing Member.

(25.5). Each Member and Outgoing Member shall promptly notify the LLP if they become aware of any unauthorised possession, use, or knowledge of Confidential Information, and shall provide reasonable assistance as requested by the LLP to address such occurrence.

(25.6). Without affecting any other rights or remedies available to the LLP or other Members, any failure by a Member or Outgoing Member to comply with the provisions of this clause shall be considered a serious breach of this agreement, which shall grant the LLP the right to demand an account from the Member or Outgoing Member for any personal benefit obtained as a result and to expel the Member from the LLP as permitted by this agreement.

26 UNFAIR PREJUDICE

The rights conferred on the Members by Part 30 of the Companies Act 2006 (as modified by Regulations) are hereby excluded.

27. ENTIRE AGREEMENT

(27.1). This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all earlier and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

(27.2). Each party agrees that, in signing this agreement, it is not relying on any statement, representation, assurance, or warranty (whether made innocently or carelessly) that is not written in this agreement.

(27.3). Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement regarding any statement in this agreement.

(27.4).Nothing in this clause shall limit or exclude any liability for fraud.

28. NOTICES

(28.1). Any notice given to a party under or in connection with this agreement:

28.1.1. shall be in writing and in English or accompanied by an accurate translation into English;

28.1.2. shall be signed by or on behalf of the party giving it;

28.1.3. shall be sent to the party for the attention of the partner and at the address, email address listed in this clause.

(28.2). The addresses and contacts of the parties' are set out below:

(28.2.1). ________ with email: ________ and with the following address:

________

(28.2.2). ________ with email: ________ and with the following address:

________

(28.3). A party may update its details provided in this clause by giving notice, and the change will take effect for the party notified of the change at 9.00am on the later of:

28.3.1. the date, if any, specified in the notice as the effective date for the change; or

28.3.2. the date five Business Days after deemed receipt of the notice.

(28.4). This clause outlines the methods of delivering a notice to a party under this deed and establishes the date and time when the notice is considered to have been received for each delivery method:

28.4.1. if delivered by hand, at the time the notice is left at the address.

28.4.2. if sent by pre-paid first class post or other next working day delivery services providing proof of postage, at 9.00 am on the second Business Day after posting.

28.4.3. if sent by pre-paid airmail providing proof of postage, at 9.00 am on the fifth Business Day after posting.

28.4.4. if sent by email at the time of transmission.

(28.5). Where deemed receipt of a notice under this clause would occur outside of business hours in the place of receipt, it shall be deferred until business hours resume. For the purpose of this clause, business hours refer to the period from 9.00 am to 5.00 pm, Monday to Friday, excluding public holidays in the place of receipt.

(28.6). This clause does not govern the service of proceedings or other documents in any legal action or, if applicable, in any arbitration or other method of dispute resolution.

29. COSTS

(29.1). Except for provisions expressly stated in this agreement, each party is responsible for bearing its own costs related to the negotiation, preparation, and execution of this agreement and any referenced documents.

30. WAIVER

(30.1). A waiver of any right or remedy is valid only if provided in writing. Such a waiver shall not be deemed a waiver of any subsequent right or remedy.

(30.2). Any delay or failure to exercise, or the partial exercise of, a right or remedy shall not constitute a waiver of that or any other right or remedy. It shall not hinder or limit the subsequent exercise of that or any right or remedy.

31. FURTHER ASSURANCE

Each party shall bear its own expense, and shall make reasonable efforts to ensure that any necessary third party promptly executes and delivers the required documents and performs the necessary acts to fully implement this agreement.

32. SEVERENCE

(32.1). If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be modified minimally only to the extent that it retains or attains validity, legality or enforceability. In the event that it is not possible to modify it as such, the affected provision or part-provision shall be deemed deleted. This agreement shall not be affected by any modification or deletion of a provision or part-provision under this clause.

(32.2). If a party gives notices to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that the amendment renders it legal, valid or enforceable, and to the greatest extent possible, achieves the intended commercial result of the original provision.

33 COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

34. GOVERNING LAW AND JURISDICTION

(34.1). This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter of formation shall be governed by and interpreted in accordance with the laws of England and Wales.

(34.2). Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter or formation.

35. ARBITRATION

(35.1). Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA rules, which Rules are deemed to be incorporated by reference into this clause.

(35.2). The number of arbitrators shall be one.

(35.3). The seat, or legal place, of arbitration shall be ________.

(35.4). The language to be used in the arbitral proceedings shall be English.

(35.5). The governing law of the contract shall be the substantive law of England and Wales.

(35.6). This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Signed as a deed by:

________ ______________________ in the presence of ________ _____________________whose occupation is ________, with the following address:

________

________ ______________________ in the presence of ________ ____________________ whose occupation is ________, with the following address:

________