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Indemnification Agreements

This is an indemnification agreement between the city of XXX and ABC, a corporate entity intending to carry out lawful business in XXX. It is dated dd/mm/yyyy and shall come into effect on the date of signing this agreement. The city of XXX shall be referred to as the ‘city’ and ABC shall be referred to as the ‘company’ for the purposes of this indemnification agreement.

1.    Details of Work

As is customary with indemnification agreements, a clear outline of the work being performed is required in the contract. The contractor is constructing a building in the city, which will take 6 months to complete. This indemnification agreement is related to any claims arising out of this construction agreement.

2.    Undertaking of Indemnification

This indemnification agreement provides that the contractor and any of the agents, workers or subcontractors associated with him shall indemnify the city and all its representatives from any third party claims arising out of the following:

2.1    Injury to a third party caused debris or materials occurring in the construction project as is customary with indemnification agreements.

2.2    The indemnification agreement also applies for injury to a third party arising out negligence on the part of the contractor or any of his agents

2.3    As with indemnification agreements, the company shall hold harmless the city for any property damage to any third party that occurred due to any materials or machines used in the construction project.

2.4    Death of any person caused wholly or in part by the construction project.

3.    Insurance Policy

As is customary with indemnification agreements, the company is required to obtain the following insurance policies at its own cost prior to commencing the construction.

3.1    General Liability Insurance for Bodily Harm and Death for $5 million

3.2    Automobile Third Party Liability Insurance for injury or property damage for $2 million

Indemnification agreements require that the insurance policy be in place for the duration of the construction and the city should be notified prior to canceling any such policy.

4.    Termination

Indemnification agreements usually provide the terms upon which the contract may be terminated. This agreement may be terminated by the city at any time after providing the contractor 7 days notice.

5.    Binding on All Parties

As is customary with indemnification agreements, the terms shall be binding on the company and all its heirs, successors and assigns.

6.    Governing Law

The terms and conditions of this indemnification agreement shall fall within the jurisdiction of the general laws of the state of XXX. If any section within the indemnification agreement does not comply with the said laws, it shall be considered invalid.

All parties fully understand the terms and conditions of this indemnification agreement and agree to comply with the clauses contained therein.

LLC Operating Agreements

This LLC Operating Agreement has come into effect on mm/dd/yyyy and shall outline the conduct of business and affairs of the Limited Liability Company titled ABC Inc. The individuals listed below are the members of this LLC and shall be bound by the terms and conditions contained in this LLC operating Agreement.

For the purpose of this LLC Operating Agreement, the term LLC shall apply to ABC Inc. The term ‘members’ shall apply to the individuals who have contributed to the company and are its owners.

1.    General Provisions of the LLC

According to LLC Operating Agreements, the following list contains the general details regarding the LLC.

1.1    Incorporation

The company came into effect on dd/mm/yyyy and its articles of association were filed on the same date with the relevant state office.

1.2    Business Objective

The LLC Operating agreement provides that the LLC has been created with the business objective of making profits by producing XXX items. The functioning, management and execution of transactions of the LLC shall be lawful.

1.3    Head Office Address

The LLC is located at the following address, which is the head office of the LLC.

2.    Rights, Duties and Obligations of Members

According LLC Operating Agreements, clarity has to be provided as to the members and their duties and obligations. This is contained in this section.

2.1    Information relating to the members, their names, addresses, initial capital contribution and LLC units assigned are contained in the Annexure in Exhibit A of this LLC Operating Agreement

2.2    New Members

New members may be admitted into the LLC with the approval of a majority of the existing members.

2.3    Limited Liability Clause

As with most LLC Operating Agreements, the members shall in no way be liable for any debts, losses, payments or dues outside of the funds within the LLC. However should a member choose to provide a personal guarantee for a debt, he may do so at his own will.

2.4    Transfer of Members LLC Units

The LLC Operating Agreement allows transfer of LLC units under the following conditions:

2.4.1    The transfer is to individuals who are already members of the LLC

2.4.2    The transfer is to an individual outside the LLC with the approval of a majority of the LLC members.

2.5    Resignation of a Member

According to the LLC operating agreement, a member may choose to resign and surrender all his units of LLC at any time after providing 60 days notice to the other LLC members. He will receive in return for his LLC units the entire balance of his capital account along with any accumulations. In case of negative capital balance, the resigning member shall have to pay the difference to the LLC.

2.6    Removal of a Member

According to LLC Operating agreements, clarity should be provided as to the occasion in which a member can be removed from the LLC. In this agreement, a member can be removed if he fails to perform his duties or defaults on his capital contribution. In both cases, a majority vote is required to implement the removal.

3.    Management Duties and Responsibilities

The LLC operating agreement provides that the LLC shall be managed by the members who have been allocated tasks and responsibilities as contained in Exhibit B of the Annexure to this document. This is liable to change at any time and can be implemented through the passage of relevant resolutions.

4.    Details Relating to Capital Structure

The terms of LLC Operating Agreements outline the capital structure and associated voting rights.

4.1    Capital Structure – Each LLC unit shall enjoy a single voting right.

4.2    Number of Units – The members of the LLC shall each receive 100 LLC units and an equal voting right.

4.3    Contribution from Members – Details relating to the capital contribution from each member is outlined in Exhibit A of this LLC Operating Agreement.

4.4    Introduction of Fresh Capital – Members may contribute additional funds to the LLC but this LLC operating agreement does not require them to do so. Funds can also be raised through the sale of LLC units to new members only on obtaining a majority from existing members

4.5    Withdrawal of Funds – The terms of the LLC Operating Agreement specify that withdrawal of funds is prohibited excepted in the case of resignation of a member or liquidation of the company.

This LLC Operating Agreement has provided the terms relating to conduct and management of the LLC and all members agree to be bound by them.

Share Purchase Agreements

This contract is a share purchase agreement between two parties, namely the board of directors of ABC limited who shall be referred to as the ‘company’ for the purposes of this share purchase agreement, and DEF who is an independent investor electing to purchase shares in ABC. DEF shall be referred to as the investor in this share purchase agreement.

1.    Details of Transaction

As is customary with share purchase agreements, the company wishes to utilize this contract to raise additional funds for furthering their investment plans within the company. Towards this end, this share purchase agreement is being created with the following conditions:

1.1.    Number of Shares being Transferred

This share purchase agreement provides for XXXX shares being transferred to the investor. These shares shall be categorized as normal shares with equal voting rights as all other shares in the company.

1.2.    Share Price

According to share purchase agreements, the price of the transaction shall be specified. The rate per share payable by the investor is $ X per share. This is non negotiable and has been computed based on the average market rate of the shares for the preceding thirty days.

1.3.    Payment Terms

The buyer shall make partial payment at the time of signing this agreement. This will serve as an act of good faith validating the share purchase agreement. On transfer of the shares, the buyer shall pay the remaining amount. Full details relating to the transaction are contained in Exhibit A of the annexure to this share purchase agreement.

2.    Restrictions on the Buyer

As is common with share purchase agreements, the following restrictions shall be imposed upon the buyer on transfer of the shares.

2.1.    The buyer may not transfer or resell the shares obtained for a period of 6 months after the transfer has taken place. During this lock in period, the shares shall remain in a trust under the control of both the buyer and the seller as per this share purchase agreement.

2.2.    According to share purchase agreements, in case of death or incapacitation of the buyer, his heirs, successors or assigns may not resell the shares until such time as the lock-in period of six months is completed.

2.3.    During the lock-in period of 6 months, the seller has the right to repurchase the shares from the buyer at rate at which it was sold or the market rate. The rate shall be chosen at the discretion of the buyer as per this share purchase agreement.

2.4.    At the end of the lock-in period, share purchase agreements permit the buyer to sell, transfer or assign the shares to any third party as per his discretion.

3.    Governing Law

As is customary with share purchase agreements, the terms and conditions of the clauses contained therein shall fall under the governing laws of the state in which it is applicable. Any clause found to be unlawful under the statutes of the state should be disregarded or reframed and considered unenforceable.

This share purchase agreement has been fully understood by both parties to the contract. It has been created in good faith and both parties waive any rights to contest or file suit against the other.

License Agreement

This License Agreement is made on _____20____ between ______, herein referred to as the “Licensor”, whose address is ________, (street, city, state, country, postal code) and _______, herein referred to as the “Licensee”, whose address is____________ (street, city, state, country, postal code). Both parties have discussed all details in the agreement and have decided to enter into this contract with mutual consent, the particulars of which are as follows: 1.    LICENSED MATERIAL – COPYRIGHT AND TRADEMARK USE

The Licensee having completed all formalities in accordance with this

License Agreement will have non-exclusive rights to use the Licensed Material which is ____________. All License Agreements by and large require the Licensee and the authorized users if any to comply with the terms and conditions set forth in the agreement. The copyright, title and trademark of the Licensed Material will remain with the Licensor. _______ (Licenser Name) will have the right to specify every now and then how his/her trademark should be used. 2.    LICENSE PERIOD – TERM & TERMINATION

This License Agreement shall be valid for _____ years, beginning from __________ (D/M/Y). The License shall terminate on _______ (D/M/Y). Both parties may terminate this agreement with a prior notice of ______days before the decided termination date. However, the Licensor holds the right to abruptly terminate the contract before the termination period if the Licensee, after signing the contract refuses to comply with any of the terms and condition set forth in the License Agreement. Upon termination of this contract, as is common with all License Agreements, all rights granted in this License Agreement will be non-existent. 3.     RENEWAL

All License Agreements are renewable upon termination of the contract unless either party gives a written notice regarding non-renewal of the License. 4.     FEES

The Licensee shall pay a total amount of $________ to the Licensor for the use of the Licensed material. Partial amount of $______ will be paid by the Licensee to the Licensor on ________ (D/M/Y). Once the Licensor hands over all the documents, materials and details required to start the business on ________, the Licensee will pay the remaining amount of $______ on the same day. 5.    AUTHORIZED USER CONDITIONS

The Licensee must educate the authorized users regarding the terms, conditions, limitations and proper usage of the licensed material. 6.     WARRANTY ASSURANCE

The Licensor as in all License Agreements assures to the Licensee that any use of the Licensed Material by the Licensor and the Authorized Users will not harm any third party nor will it violate the copyright laws of the state of _______. 7.    LOSSES AND DAMAGES

Either party will not hold the other responsible for any loss, damage or injuries that has been sustained by any third party. 8.    DELAY IN ACQUIRING LICENSE

The Licensee shall not hold the Licensor responsible in any way for the default or delay in acquiring the License if the default/delay is due to any external factors – Government orders, or natural conditions that might interfere with acquiring License. 9.    AMENDMENT/WAIVER

No amendment or waiver of any fees listed in the agreement is possible unless agreed by the Licensor in writing. 10.    ADDITIONAL LICENSES

Any additional License relating to the agreed upon Licensed Material OR the Licensee’s service area can be issued from time to time by the Licensor. However, this will be agreed upon in writing by the Licensor. This agreement as all other License Agreements has been agreed upon by both the Licensor and the Licensee. IN WITNESS WHEREOF, both parties have appointed their respective authorized representatives to execute the agreement on _________ (D/M/Y). XYZ CORPORATION        ABC CORPORATION

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By:  Name:            By: Name:

Designation:         Designation:

Address            Address:

Phone Number:        Phone Number:

WITNESS:

1.    Name:

Occupation:

Address:

Signature:

2.    Name:

Occupation:

Address:

Signature: