Limited liability partnership agreement

Limited liability partnership agreement

A standard document limited liability partnership (LLP) agreement for use on either the establishment of a new
business as an LLP or the transfer of an existing partnership business to an LLP. The LLP agreement records the matters
agreed between the LLP members in relation to the internal workings of the LLP. Among other things, the LLP
agreement covers profit sharing, admission of the new members, management and decision making, retirement and
expulsion from the LLP and entitlement and obligations of outgoing members.

1.Interpretation
2.Incorporation
3.Commencement, Business and duration
4.Name and Registered Office
5. Place of Business
6. LLP property and Intellectual Property
7.Banking
8.Accounts, Auditors and audit
9.Capital
10.Profits [and losses]
11.Drawings
12.Admission of Members
13.Designated Members
14.Management of the LLP
15.Meetings and decision-making
16.Members’ entitlements
17.Members’ duties and restrictions
18.Indemnity and expenses
19.Insurance
20.Retirement and death
21.Expulsion
22.Entitlements of Outgoing Members
23.Obligations of Outgoing Members
24.Liquidation
25.Confidentiality
26.Unfair prejudice
27.Default provisions

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28.Entire agreement
29.Notices
30.Costs
31.Waiver
32.Further assurance
33.Severance
34.Counterparts
35.Governing law and jurisdiction
36.Arbitration

Schedules
1.Members of the LLP
2.Property of the LLP
3.Capital contributions and treatment of profits [and losses]
4.Deed of Adherence
5.Deed of Retirement
This deed is dated [DATE]

PARTIES

(1) The persons named in Part 1 of Schedule 1 as the initial members of the limited liability partnership (Initial Members)

[
(2) The limited liability partnership [to be] incorporated under the name [NAME] which the Designated Members [will
seek to register OR have registered] with the Registrar of Companies [with number [NUMBER]] under an incorporation
document signed by the Initial Members [a copy of which is appended to this deed] (LLP)]

BACKGROUND

(A) [The Initial Members have carried on the Former Partnership [since [DATE]] and have agreed to transfer the Former
Partnership under the Transfer Agreement to the LLP to continue the Business.
OR
The Initial Members are the persons who have signed their names on the incorporation document which [is intended to
lead to OR has led to] the incorporation of the LLP under the Act.]
(B) [The Initial Members have agreed to enter into this deed with the LLP to set out the basis on which the LLP is to be
organised and the rights and obligations of the Members of the LLP.]

AGREED TERMS

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this deed.

Accounting Reference Date: [DATE] or such other date as determined in accordance with this deed.

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

Auditors: [NAME] of [ADDRESS] or such other auditors as may be appointed in accordance with this deed.

Bank: [NAME] branch of [NAME] at [ADDRESS] or such other bank as may be appointed in accordance with this deed.

[Board Member: a member of the Management Board whose name and address appears in Part 3 of Schedule 1 or such
of the Members who are appointed as Board Members in accordance with this deed.]

Business: the profession, trade or business of [NATURE OF BUSINESS] to be carried on by the LLP [in succession to the
Former Partnership] or any such other business determined in accordance with this deed.

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

Capital Account: the account established for each Member by the LLP in accordance with this deed to which his or her
capital contribution to the LLP is credited.

Companies Act 2006: the relevant provisions of the Companies Act 2006 (as amended), as are applied to LLPs in
accordance with regulations made under the Act.

Confidential Information: any of the following information, documents, papers or property which, at any time, comes
into the LLP or any Member’s possession or under his or her control in the course of the Business and which the LLP
regards or could reasonably be expected to regard as confidential, whether or not such information is, in itself,
confidential, marked as “confidential” or reduced to tangible form:
a. any information relating to the Members, the LLP or the Business;
b. any information relating to the prospective business, technical processes, computer software, Intellectual
Property or finances of the LLP[, including price lists, lists and details of [clients OR customers] and suppliers (both
current and those who were [clients OR customers] or suppliers during the previous [NUMBER] years)];
c. any information relating to the affairs of any [clients OR customers], supplier, agent, distributor or sub-contractor
of the LLP;
d. all documents, papers and property which may have been made or prepared by, or at the request of, the LLP or
any Member or which come into the LLP or any Member’s possession or under his or her control in the course of
the Business; and
e. compilations of two or more items of such information and all information which has been, or may be, derived or
obtained from any such information.

Current Account: the account established for each Member by the LLP in accordance with this deed to which all profits
payable to him or her by the LLP are credited or against which drawings [and any losses attributable to him or her] are
debited.

Deed of Adherence: a deed substantially in the form set out in Schedule 4 under which a Member, other than an Initial
Member, agrees to become a Member of the LLP after the date of this deed.

[Deed of Retirement: a deed substantially in the form set out in Schedule 5 under which an Outgoing Member ceases
to be a Member of the LLP.]

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Designated Members: [all the Members OR those Members whose names and addresses appear in Part 2 of Schedule
1] or such of the Members as are designated in accordance with this deed.

[Former Partnership: the partnership known as [NAME] carried on by the Initial Members [and others].]

Insolvency Act 1986: the relevant provisions of the Insolvency Act 1986 (as amended), as are applied to LLPs in
accordance with regulations made under the Act.

Intellectual Property: patents, [utility models,] rights to inventions, copyright and [neighbouring and] related rights,
[moral rights,] trade marks [and service marks], business names and domain names, rights in get-up [and trade dress],
goodwill and the right to sue for passing off [or unfair competition], rights in designs, [rights in computer software,]
database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and
trade secrets]), and all other intellectual property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such
rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any
part of the world.

Interest Rate: a rate of [PERCENTAGE]% per annum above the base rate from time to time of the Bank.

Leaving Date: a date on which an Outgoing Member ceases or is deemed to cease to be a Member under this deed.

[LLP: the limited liability partnership [to be] incorporated under the name [NAME] that the Designated Members [will
seek to register OR have registered] with the Registrar of Companies [with number [NUMBER]] under an incorporation
document signed by the Initial Members[, a copy of which is appended to this deed].]

[Management Board: the board of management of the LLP representing the Members as appointed in accordance with
this deed.]

Members: the Initial Members and such other or additional persons as are admitted as members of the LLP in
accordance with this deed and whose membership of the LLP has not ceased in accordance with this deed.

Name: the name of the LLP that the Designated Members [will seek to register OR have registered] with the Registrar
of Companies.

Outgoing Member: any person who ceases to be a Member of the LLP for any reason.

Payment Commencement Date: the first Business Day falling [NUMBER] months after the [Outgoing Member’s Leaving
Date OR the date of approval of the LLP’s [audited] annual accounts for the accounting reference period in which the
Outgoing Member’s Leaving Date occurred].

Registered Office: the registered office of the LLP that the Designated Members [will seek to register OR have
registered] with the Registrar of Companies.

[Regulations: the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as amended).]

[Trading Name: the name of [NAME] under which the LLP trades.]

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[Transfer Agreement: an agreement dated [DATE] and made between the [partners in the Former Partnership OR Initial
Members] and the LLP whereby it was agreed to transfer the assets and liabilities of the Former Partnership to the LLP.]

1.2 Clause and Schedule headings shall not affect the interpretation of this deed.

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

1.4 The Schedules form part of this deed and shall have effect as if set out in full in the body of this deed. Any reference
to this deed includes the Schedules.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include
the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 This deed shall be binding on, and enure to the benefit of, the parties to this deed and their respective personal
representatives, successors and permitted assigns, and references to any party shall include that party’s personal
representatives, successors and permitted assigns.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to
time.

1.9 A reference to writing or written includes faxes [and email OR but not email].

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 References to other documents in this deed are references to [SPECIFY ANY RELEVANT DOCUMENTS REFERRED
TO, SUCH AS THE TRANSFER AGREEMENT].

1.12 References to clauses [and Schedules] are to the clauses [and Schedules] of this deed [and references to
paragraphs are to paragraphs of the relevant Schedule].

1.13 Any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding
those terms.

1.14 Any reference to the death of any Member, in the case of any Member being a body corporate, includes reference
to the winding up, dissolution or striking off the register of that Member.

2. INCORPORATION
2.1 [The [Designated] Members shall complete and deliver to the Registrar of Companies all necessary documents and
fees to incorporate the LLP in accordance with the Act.

OR

The LLP was incorporated under the Act on [DATE].]

2.2 The LLP shall keep the certificate of registration of the LLP [to be] issued by the Registrar of Companies at the
Registered Office.

3. COMMENCEMENT, BUSINESS AND DURATION

3.1 This deed shall [commence OR shall be deemed to have commenced] on [[DATE] OR incorporation of the LLP OR
transfer of the Former Partnership to the LLP].

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3.2 The LLP [shall carry OR carries] on the Business.

3.3 [Subject to Clause 24, the LLP continues in accordance with the Act, despite any person ceasing to be a Member,
until [[DATE] OR [EVENT] OR it is dissolved in accordance with the Insolvency Act 1986 or struck off the register under
sections 1000 to 1011 of the Companies Act 2006].]

4. NAME AND REGISTERED OFFICE

4.1 The LLP [is OR shall be] incorporated with the Name and Registered Office.

4.2 The [[Designated] Members OR Management Board] may change the Name and the Registered Office at any time
in accordance with [Clause 15 OR Clause 14].

4.3 The Designated Members shall notify any change in the Name or the Registered Office to the Registrar of
Companies in accordance with the Act.

4.4 [The LLP shall trade under the Trading Name and comply with the Companies Act 2006 in the use of that name.]

5. PLACE OF BUSINESS

The LLP shall carry on the Business at [the Registered Office OR [ADDRESS OF PREMISES]] or such other additional or
alternative place(s) of business as the [[Designated] Members OR Management Board] may determine in accordance
with [Clause 15 OR Clause 14].

6. LLP PROPERTY AND INTELLECTUAL PROPERTY

6.1 The property of the LLP includes [the assets transferred under the Transfer Agreement OR [LIST PROPERTY] OR the
property listed in Part 1 of Schedule 2][, the Intellectual Property of the LLP listed in Part 2 of Schedule 2] and all
property owned or occupied by the LLP for the purposes of the Business.

6.2 All property held or created by the LLP[, or occupied or employed by the LLP] for the purposes of carrying on the
Business and which has been paid for by the LLP or contributed to the LLP by any Member or has otherwise accrued to
the LLP, is owned by the LLP absolutely and the Members have no individual rights in that property other than by their
entitlement to such capital distributions as may be due to them under this deed or following liquidation of the LLP.

6.3 Where it is necessary for property used for the purposes of the LLP to be held on behalf of the LLP by one or more
Members, the Members concerned shall[, at the LLP’s request and in the manner specified by the LLP,] document the
LLP’s interest in that property by executing a declaration of trust or similar acknowledgement.

6.4 [The Intellectual Property of the LLP includes [the Intellectual Property transferred under the Transfer Agreement
OR [LIST INTELLECTUAL PROPERTY] OR the Intellectual Property listed in Part 2 of Schedule 2].]

6.5 Members shall promptly give the LLP full written details of all works embodying Intellectual Property made wholly
or partially by them which relate to, or are reasonably capable of being used in, the Business. Members acknowledge
that all Intellectual Property subsisting (or which may in the future subsist) in all such works shall automatically, on
creation, vest in the LLP. To the extent that they do not vest automatically, Members shall hold them on trust for the
LLP. Members agree promptly to execute all documents and do all acts as may, in the opinion of the LLP, be necessary
to give effect to this Clause 6.5. [The LLP shall pay all reasonable expenses incurred by Members in this respect.]

6.6 Members hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all
similar rights in other jurisdictions) which they have or will have in any existing or future works referred to in Clause 6.5.
[Any copyright or design right in any work made wholly or partially by a Member which relates to, or is reasonably
capable of being used in, the Business shall belong to the LLP. Members assign (by way of future assignment) all such
copyright and/or design right to the LLP.]

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6.7 If requested by the LLP (and at its expense), the Members agree to give all necessary assistance to the LLP to enable
it to enforce its Intellectual Property against third parties, to defend claims for infringement of third party Intellectual
Property and to apply for registration of Intellectual Property, where appropriate throughout the world, and for the full
term of those rights.

7. BANKING
7.1 The LLP’s bank [is OR shall be] the Bank.

7.2 All money belonging to the LLP shall be paid promptly into the LLP’s account at the Bank for the credit of the LLP.

7.3 All money and securities received by the LLP or any Member on behalf of any client or third party shall be paid and
delivered promptly to the client or third party into an appropriate client account in accordance with the rules or
regulations of any professional or regulatory body, which may exercise relevant jurisdiction over the LLP.

7.4 All cheques drawn on or instructions for the transfer of money from any account mentioned in Clause 7 shall be
drawn in the Name and shall be signed by [NUMBER, USUALLY TWO] of the [[Designated] Members OR Board
Members] but not by any other person.

8. ACCOUNTS, AUDITORS AND AUDIT

8.1 The LLP shall ensure that proper books of account giving a true and fair view of the Business, the state of affairs and
profit or loss of the LLP are properly kept and preserved and are open to inspection by the Members at all times.

8.2 The LLP’s books of account shall be kept at the Registered Office or at such other place as the [[Designated]
Members
OR Management Board] determine in accordance with [Clause 15 OR Clause 14].

8.3 The LLP’s accounting reference period ends on the Accounting Reference Date or such other date as the
[[Designated] Members OR Management Board] may determine in accordance with [Clause 15 OR Clause 14].

8.4 The Designated Members shall notify any change in the Accounting Reference Date to the Registrar of Companies
in accordance with the Companies Act 2006.

8.5 The LLP shall prepare annual accounts as at the Accounting Reference Date in accordance with the Companies Act
2006.

8.6 Unless the LLP is exempt from audit under the Companies Act 2006, in accordance with Clause 15, the Designated
Members may:

(a) appoint the Auditors of the LLP;

(b) reappoint the Auditors in accordance with the Companies Act 2006;

(c) fix the remuneration of the Auditors; and

(d) remove the Auditors from office.

8.7 Unless the LLP is exempt from audit under the Companies Act 2006, the LLP annual accounts shall be audited and
settled each year by the Auditors as at the Accounting Reference Date.

8.8 The LLP annual accounts [together with a report by the Auditors] shall be:

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(a) laid before a meeting of the Members for consideration and if thought fit approved, in accordance with Clause 15,
subject only to any approved variation; and

(b) distributed to all Members as required by the Companies Act 2006.

8.9 The Designated Members shall sign the annual accounts of the LLP and file them with the Registrar of Companies in
accordance with the Companies Act 2006.

9. CAPITAL
9.1 The Initial Members [shall contribute OR have contributed] the total sum of capital in the proportions specified in
Part 1 of Schedule 3 [within [NUMBER] days of OR on] incorporation of the LLP as shall be credited to each Member’s
Capital Account.

9.2 At incorporation of the LLP, each of the Initial Members acquires a share in the LLP [as specified in the Transfer
Agreement OR equal to the value of his or her capital in the Former Partnership in the cessation accounts [to be]
prepared in respect of the Former Partnership as at the day before incorporation of the LLP OR in accordance with the
amount or value of his or her contribution to the LLP on incorporation].

9.3 The [[Designated] Members OR Management Board] may not call for the Members to contribute any further
capital on the insolvency of the LLP.

9.4 Subject to Clause 9.3, the Members shall contribute any further capital which the [[Designated] Members OR
Management Board] determine, in accordance with [Clause 15 OR Clause 14], as being required for the purposes of the
LLP in accordance with:

(a) instructions from the [[Designated] Members OR Management Board]; and

(b) [the proportions in which the Members are entitled to share in [the profits of the LLP as set out in Part 2 of
Schedule 3 OR the proportions of capital contributions as set out in Part 1 of Schedule 3].

9.5 Where, in accordance with instructions from the [[Designated] Members OR Management Board], a Member
contributes capital to the LLP at any time after incorporation of the LLP, that Member acquires a share in the LLP in
accordance with the amount or value of that contribution and [Part 1 of Schedule 3 shall be amended to reflect 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 in
which they share capital contributions as set out in Part 1 of Schedule 3.

9.7 [No Member is entitled to receive interest on the amount of his or her proportion of the capital contributions to
the LLP [unless otherwise agreed between the Member and the [[Designated] Members OR Management Board]].
OR
The Members are entitled to receive interest on their proportion of the capital contributions as set out in Part 1 of
Schedule 3 at the Interest Rate, as paid in accordance with Clause 10.3.]
9.8 Subject to Clause 20 and Clause 22.3 or unless otherwise decided by the [[Designated] Members OR Management
Board] in accordance with [Clause 15 OR Clause 14], a Member shall not withdraw or receive back any part of the sum
credited to his or her Capital Account.

10. PROFITS [AND LOSSES]

10.1 [Subject to Clause 10.2 and Clause 10.3, the OR The] [Designated Members OR Management Board], in
accordance with [Clause 15 OR Clause 14], shall decide to allocate the profits [and losses] of the LLP between the
Members in the proportions set out in Part 2 of Schedule 3 and credit [or debit] each Member’s Current Account as

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soon as the annual

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accounts for the relevant accounting year of the LLP are approved by the Members in accordance with Clause 8.8(a),
provided that the allocation to a Member who joined the LLP in accordance with this deed part way through the
relevant accounting year shall be reduced in proportion to that part of the relevant accounting year during which he or
she was a Member.

10.2 [Any losses allocated to a Member may not, in aggregate, exceed an amount equal to his or her total capital
contribution shown in Part 1 of Schedule 3.]
10.3 [Before the allocation of the profits [and losses] of the LLP under Clause 10.1, the LLP shall pay interest under
Clause
9.7 on the amount of each Member’s proportion of the capital contributions, as stated in Part 1 of Schedule 3, provided
that if the aggregate amount of interest payable to the Members exceeds the profits of the LLP for the year in question,
then the amounts of interest payable abate in proportion to each Member’s share of the capital contributions [as set
out in Part 1 of Schedule 3]; and where the accounts of the LLP for any accounting year show a loss then no interest is
payable or to be credited to any Member in accordance with Clause 9.7.]

11. DRAWINGS

11.1 On the [DAY] of each month or the next Business Day where that date is not a Business Day, each Member [shall
be paid OR may draw from his or her Current Account] on account of his or her share of profits such sum as the
[[Designated] Members OR Management Board] may determine in accordance with [Clause 15 OR Clause 14].

11.2 If any Member withdraws from his or her Current Account funds in excess of his or her profit share for an
accounting year as determined in accordance with Clause 10, that Member shall repay the excess drawings to the LLP
immediately [together with interest on the excess at the Interest Rate].

12. ADMISSION OF MEMBERS

12.1 The Members may resolve, in accordance with Clause 15, to admit as a Member to the LLP any person who wishes
to become a Member.

12.2 No person may become a Member until he or she has executed a Deed of Adherence to become a party to this
deed (as amended) and be bound by its terms.

12.3 The Designated Members shall notify the appointment of a Member to the Registrar of Companies in accordance
with the Act.

13. DESIGNATED MEMBERS

13.1 The [Members OR Management Board] shall designate [number] 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:

(a) notifying any change in the Members or their personal details or in the Accounting Reference Date to the Registrar
of Companies;

(b) notifying any change in the Name or Registered Office to the Registrar of Companies;

(c) signing the annual accounts of the LLP and filing them with the Registrar of Companies in accordance with the
Companies Act 2006;

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

(e) when appropriate, appointing, re-appointing, fixing the remuneration of and removing the LLP auditors; and

(f) [OTHER RESPONSIBILITIES ASSIGNED TO THE DESIGNATED MEMBERS]]

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14. [MANAGEMENT OF THE LLP

14.1 The LLP shall have a Management Board with [a minimum of [NUMBER] and] no more than [NUMBER] Board
Members who are appointed by the Members in accordance with this deed.

14.2 Subject to the terms of this deed (in particular Clause 15.4 and Clause 15.5) and any applicable legislation, and
subject to any matter which 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 purpose of the LLP. [In particular, and without prejudice to the
generality of the foregoing, the Management Board shall procure that:

(a) [the LLP’s books and records are prepared in accordance with generally accepted accounting practices applicable in
the UK and all applicable laws, are kept up-to-date, show and explain the LLP’s transactions and disclose with
reasonable accuracy the financial position of the LLP;]

(b) [the LLP prepares [monthly] management accounts and reports containing such information as each Member may
reasonably require and the LLP sends the same to each Member as promptly as practicable after the end of each [such
accounting reference period OR month];]

(c) [in each accounting reference period the LLP’s [audited] accounts are approved for signature by the Designated
Members and signed by one or more of the Designated Members by [DATE] following the end of the accounting
reference period for which those accounts have been prepared;]

(d) [a business plan is prepared for the LLP for each accounting reference period which shall be submitted to the
Members for approval no later than [NUMBER] days before the start of the accounting reference period to which it
relates;]

(e) [the LLP makes available to each Member the information which he or she may reasonably require relating to the
LLP;]

(f) [the LLP informs each Member at his or her request of the progress of the Business;]

(g) [the LLP pays due regard to any views that a Member may reasonably express in relation to the Business;]

(h) [[OTHER RESPONSIBILITIES OF THE MANAGEMENT BOARD].]

14.3 [The Management Board shall carry on and manage its responsibilities with the assistance from time to time of
the Members and of agents or employees of the LLP as it shall deem necessary.]
14.4 [The Management Board may at any time resolve, in accordance with Clause 14.9, to remove any Board Member
from the Management Board or appoint any Member as a Board Member and such removal or appointment shall be
effective [on the date falling [one] month after the passing of such Management Board resolution OR immediately OR
as the Management Board may determine].]
14.5 [Subject to [Clause 14.4 and] Clause 15.5, each Board Member shall remain in office for a period of [TIME PERIOD]
and following the [FIRST, SECOND ETC) anniversary of his or her appointment, shall be deemed to resign on the date of
that anniversary (subject to any reappointment).]
14.6 The Management Board shall be responsible for appointing the chairperson of the Management Board who shall
himself or herself be a Board Member. The chairperson of the Management Board shall [not] have the right to appoint
an alternate for any meeting of the Management Board.

14.7 [Any person who wishes to resign as a Board Member shall give written notice of his or her resignation to the
Management Board and his or her resignation shall be effective on the date falling [one] month after the date of
[receipt by the Management Board of] such written notice.]
14.8 [Meetings of the Management Board shall be held [regularly as determined by the chairperson and in any event]
at least [NUMBER] times per [month OR calendar year OR accounting reference period].]
14.9 [Every meeting of the Management Board [is OR shall be] governed by the following provisions:

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(a) 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 [one] Business Day 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, provided that valid shorter
notice is deemed to have been given if all Board Members attend the meeting or if it is ratified by the Board Members
at a subsequent duly convened meeting;

(b) the quorum for a meeting of the Management Board is [NUMBER] Board Members [(including the chairperson or
an alternate person designated by the chairperson)] present in person [or by video or telephone conference call] [or by
alternate (which shall mean another Board Member appointed in writing to attend and vote on behalf of the appointing
Board Member)];

(c) where the appropriate quorum is not present within [NUMBER] 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 ratified later by the
required majority in attendance at a duly convened quorate meeting;

(d) decisions of the Management Board (other than those referred to in Clause 14.10) shall be determined by a simple
majority vote at a duly convened meeting and each Board Member present, whether in person [or by video or
telephone conference call] [or by alternate], shall have one vote. [If the vote is tied, the chairperson of the
Management Board shall have a casting vote.]

(e) [the chairperson of the Management Board may appoint an alternate, who himself or herself is a Board Member,
for any meeting and any Board Member may appoint the chairperson, or the chairperson’s alternate or another Board
Member as his or her alternate. An alternate shall be entitled to his or her own vote at a meeting of the Management
Board in addition to that of his or her appointor but shall only count as one Board Member for the purposes of the
quorum OR Board Members may not send alternates or substitutes to Management Board meetings;]

(f) [the Board Members may give effect to any decision of the Management Board for any purpose by way of written
resolution signed by all the Board Members;]

(g) [meetings of the Management Board may be conducted by electronic means, such as via telephone or video
conference. Board Members participating in a Management Board meeting via electronic means shall be deemed to be
present in person at the meetings and shall be entitled to be counted in the quorum and to vote; and]

(h) minutes shall be prepared of all Management Board meetings and shall be approved and signed by the chairperson
of the Management Board as evidence of the proceedings.]
14.10 [Notwithstanding Clause 14.9 or any other provisions of this deed, the unanimous agreement of all Board
Members (whether or not each such Board Member is present at a particular meeting of the Management Board) shall
be required for the following matters: [IDETAILS OF ANY DECISIONS REQUIRING UNANIMOUS AGREEMENT OF BOARD
MEMBERS]]
14.11 [The Management Board undertakes to each Member and the LLP that it shall not make, or agree to make, or
procure or allow the LLP to make, [without the prior written consent of [all the Members OR those Members who are
entitled to at least three-quarters of the votes exercisable at a meeting of Members,] decisions on any of the matters in
Clause 15.5 which are reserved for the [unanimous OR three-quarters majority] approval of the Members.]
14.12 [The Board Members shall not be liable, responsible or accountable in damages or otherwise to the LLP or to any
of the Members, their successors, or assigns, except by reason of acts or omissions due to bad faith, negligence or wilful
default, [material] breach of this deed, or for not having acted in good faith in the reasonable belief that the
Management Board’s or their actions were in, or not opposed to, the best interests of the LLP.]]

15. MEETINGS AND DECISION-MAKING

15.1 [Meetings of each of the Designated Members and Members shall be held at least [NUMBER] times per [month OR
calendar year OR accounting reference period].]
15.2 Every meeting of the Designated Members or Members, as the case may be, [is OR shall be] governed by the
following provisions:

(a) a meeting of the Designated Members may be called by [NUMBER] of the Designated Members and a meeting of the

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Members may be called by [NUMBER] of the Designated Members [or by [NUMBER] of the Members]. A meeting may
also be called by [the Management Board or] any liquidator of the LLP appointed under the Insolvency Act 1986;

(b) a meeting may be held at such time and place as the Designated Members[, Members] or liquidator [or
Management Board] calling the meeting think fit;

(c) a notice of meeting shall be served on all those entitled to attend the meeting and such notice shall specify the
place, day and time of the meeting and a statement of the matters to be discussed at the meeting;

(d) not less than [NUMBER] clear days’ notice is to be given of a meeting to all those entitled to attend[, provided that
valid shorter notice is deemed to have been given if all Members attend the meeting or if it is ratified by the Members
at a subsequent duly convened meeting];

(e) at the commencement of any meeting, those in attendance shall elect the chairperson of the meeting OR the
meeting shall be chaired by the chairperson of the Management Board, or in his or her absence by a [Board] Member
appointed by him or her as alternate for the purposes of the meeting], who shall [not] have a casting vote;

(f) the quorum for a meeting of the Designated Members is [NUMBER] Designated Members present in person [or by
video or telephone conference call] [or by proxy (which shall mean another Designated Member appointed in writing to
attend and vote on behalf of the appointing Designated Member)] and the quorum for a meeting of the Members is
[NUMBER] Members present in person [or by video or telephone conference call] [or by proxy (which shall mean
another Member appointed in writing to attend and vote on behalf of the appointing Member)];

(g) where the appropriate quorum is not present within [NUMBER] 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 ratified later by the
required majority in attendance at a duly convened quorate meeting;

(h) [a meeting may be conducted by electronic means, such as via telephone or video conference. Designated
Members or Members participating in a meeting via electronic means shall be deemed to be present in person at the
meetings and shall be entitled to be counted in the quorum and to vote;]

(i) a Member (being a body corporate) may by resolution of its directors or other governing body authorise persons to
act as its representative at a meeting and any person so authorised shall be entitled to exercise the same powers on
behalf of the body corporate which he or she represents as that body corporate could exercise if it were an individual
Member; and

(j) minutes shall be prepared of all meetings and shall be approved and signed by the chairperson of the meeting as
evidence of the proceedings.

15.3 [No Designated Member or Member may vote by proxy at a meeting.]

15.4 Any matters which are reserved for the decision of the Designated Members either under the Regulations or
under this deed shall be determined by the Designated Members by [a simple majority OR a three-quarters majority OR
unanimous vote] at a duly convened meeting.

15.5 Subject to Clause 15.4 [and Clause 14], all other matters considered at any meeting of the Members are decided
by simple majority vote except that the following matters require the [unanimous] approval [of at least three-quarters]
of the Members:

(a) [any alterations to this deed;]

(b) [any change in the [Name or the] nature of the Business;]

(c) [changing the place of Business or opening a new place of Business;]

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(d) [the admission of a new Member to the LLP;]

(e) [the appointment or removal of a person as a Designated Member;]

(f) [the appointment or removal of a person as a Board Member;]

(g) [giving notice to a Member under Clause 21 to expel that person from membership of the LLP;]

(h) [any change to the accounting policies or practices used in preparing the LLP’s accounts other than as required by
law or recommendation of generally accepted accounting practices applicable in the UK;]

(i) [changing the Accounting Reference Date;]

(j) [changing the name or scope of authority of the persons authorised to sign cheques or other financial instruments
on behalf of the LLP;]

(k) [a decision for the LLP to enter into any material contract or arrangement of a long term or unusual nature or which
is not in the ordinary course of the Business;]

(l) [the LLP incurring any item or items of capital expenditure in excess of £[AMOUNT] in aggregate in any single
accounting reference period;]

(m) [the sale or disposal or purchase or acquisition by the LLP of any freehold or leasehold property or any interest
therein;]

(n) [the borrowing or lending by the LLP or the giving of any guarantee or undertaking of the LLP in respect of sums in
aggregate exceeding £[AMOUNT];]

(o) [any decision for the LLP to enter into a partnership or joint venture or other income or profit sharing arrangement
with any person;]

(p) [the acquisition by the LLP of any share or loan capital of any body corporate;]

(q) [the formation of any subsidiary company or LLP;]

(r) [the acquisition by the LLP of any business;]

(s) [the conducting of all or any part of the Business other than through the LLP or any wholly owned subsidiary of the
LLP;]

(t) [other than in the ordinary course of the Business, the sale, transfer, lease, licence or other disposal of all or a
material part of the Business or its undertaking or assets, by a single transaction or series of transactions whether
related or not;]

(u) [the factoring or discounting of the LLP’s book debts;]

(v) [other than for the purpose of securing sums borrowed in the ordinary course of the Business, the creation or issue
of any debenture, mortgage, charge or other security over the LLP’s assets;]

(w) [other than in the ordinary course of the Business, the making of any payment to, or entering into any material
financial transaction or arrangement with, any Member or any person connected with a Member;]

(x) [any material alterations to any contract or transaction with any of the Members or persons connected with them
or any other persons except on normal arm’s length commercial terms;]

(y) [any decision to place the LLP into voluntary liquidation or appoint a liquidator under the Insolvency Act 1986;]

(z) [any decision for the LLP to make a proposal for a voluntary arrangement, scheme of compromise or arrangement
with its creditors under the Insolvency Act 1986;]

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(aa) [any decision to place the LLP into administration under the Insolvency Act 1986; and]

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(bb) [any decision for the LLP to apply to the court to wind up the LLP under the Insolvency Act 1986.]

15.6 [The Designated Members or Members may take any decision regarding the LLP for any purpose by way of written
resolution signed by all the Designated Members or Members, as the case may be. In the case of a Member being a
body corporate, a written resolution may be signed on its behalf by one of its directors, its company secretary or by its
duly authorised representative.]
15.7 [The Designated Members or Members may delegate (or revoke the delegation of) any of their powers of
managing or conducting the affairs of the LLP to [the Management Board or to] a committee or committees consisting
of such Designated Members, Members [[Board Members][ and employees of the LLP]] as are appointed in the
appropriate resolution.]
15.8 [The procedure for the conduct of any committee formed in accordance with Clause 15.7 is as prescribed by the
resolution establishing it or, if the resolution does not so provide, as determined by a majority of that committee.]

16. MEMBERS’ ENTITLEMENTS

16.1 In addition to normal public holidays in England and Wales, each Member is entitled to [NUMBER] working days’
holiday in aggregate in each calendar year (or pro rata for any shorter period) to be taken at such times as are agreed
between the Members.

16.2 [DETAILS OF OTHER ENTITLEMENTS]

17. MEMBERS’ DUTIES AND RESTRICTIONS

17.1 Each Member shall at all times:

(a) except as may be agreed by the Members, devote his or her whole time and attention to the Business (except
during holidays [OR OTHER LEAVE] under Clause 16);

(b) diligently employ himself or herself in the Business and conduct himself or herself in a proper and responsible
manner and use his or her best skill and endeavour to promote the Business to the greatest advantage of the LLP;

(c) comply with all legislation, regulations, professional standards and other provisions as may govern the conduct of
the Business[, or be determined by the [[Designated] Members AND/OR Management Board] as standards to be
voluntarily applied by the LLP to the Business];

(d) show the utmost good faith to the LLP and the other Members in all transactions relating to the Business and affairs
of the LLP and give the LLP a true account of all such dealings;

(e) if required to do so by the [Members OR Management Board], serve as a Designated Member of the LLP for the
purposes of section 8 of the Act for such period as the [Members OR Management Board] may require;

(f) promptly give details to the Designated Members of any changes to his or her details, which shall be notified to the
Registrar of Companies under the Act;

(g) keep securely, in legible form, proper accounts, diaries and records relating to the LLP as the Designated Members
[and Management Board] may reasonably require and ensure that all Members have free access to them and may take
copies of them as may be required;

(h) inform the [Designated Members AND/OR Management Board] without delay on becoming party to any legal
proceedings;

(i) indemnify and keep indemnified the other Members, their estates and successors from and against all losses,
liabilities, expenses and payments resulting from his or her material breach of this deed, without prejudice to any other
right or remedy of other Members; and

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(j) account to the LLP for any profit derived from any business carried on or any office or appointment accepted by him
or her in breach of this deed, or any personal benefit derived by him or her from the Business, the use of the Name [or
Trading Name], or property of the LLP in breach of this deed.

17.2 Without the prior [written] consent of [[all] the [Designated] Members OR the Management Board], no Member
may:

(a) engage or be concerned directly or indirectly in any business other than the Business or accept (otherwise than in a
voluntary or honorary capacity) any office or appointment [unless that other business, office or appointment is not in
competition with the Business];

(b) derive any benefit from the use of the Name, [Trading Name,] the property or the business connection of the LLP;

(c) engage in any contract or commitment on behalf of the LLP, except in the Name [or Trading Name];

(d) assign or charge his or her rights or interest in the LLP, or any part thereof, or any other interest in the LLP or make
any other person a partner with the LLP;

(e) have any dealings with any person, partnership, limited liability partnership or limited company with whom or
which the [Members AND/OR Management Board] [have OR has] previously resolved not to deal;

(f) engage or dismiss any employee of the LLP; or

(g) unless in accordance with clause 15, make, or agree to make decisions on any of the matters in Clause 15.5 which
are reserved for the [unanimous OR three-quarters majority] approval of the Members.

18. INDEMNITY AND EXPENSES

18.1 [If a Member incurs personal liability under any contract entered into by him or her before incorporation of the
LLP, provided that the contract was for the benefit of the LLP and entered into with the express or implied consent of
the other Members, on incorporation, the LLP is deemed to ratify that contract and shall indemnify the Member
concerned from and against all claims, liabilities and costs in connection with it.]

18.2 The LLP shall indemnify any Member in respect of payments made and personal liabilities incurred by him or her
in the performance by him or her of his or her duties as a Member, Designated Member [or Board Member] in the
ordinary and proper conduct of the Business or in respect of anything necessarily done by him or her for the
preservation of the Business or property of the LLP.

18.3 A Member may charge and be refunded all out-of-pocket expenses properly incurred by him or her in connection
with the Business provided that:

(a) the Member provides an appropriate receipt and VAT invoice where appropriate; and

(b) where the LLP provides a credit card for the use of a Member for such expenses, the Member provides to the LLP
the original vouchers for all expenditure charged to that credit card.

18.4 The [[Designated] Members AND/OR Management Board] may, by notice given to the Members, place upper
limits on any category or categories of expenses for which Members may claim reimbursement.

19. INSURANCE

19.1 The LLP shall [at its own expense] maintain insurance policies (for the benefit of the Members or the LLP as

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appropriate) in such amounts as the [[Designated] Members OR Management Board] determine in respect of:

(a) property of the LLP;

(b) private medical insurance for Members [and employees];

(c) life assurance for the Members;

(d) employer’s liability;

(e) public liability;

(f) professional negligence; and

(g) [OTHER POLICIES OF INSURANCE]

19.2 The Members shall co-operate with the LLP in obtaining the insurance policies in Clause 19.1 and undergo any
medical examination regarded as reasonably necessary for the procurement of any such insurance policy.

20. RETIREMENT AND DEATH

20.1 Any Member may retire from the LLP by giving not less than [NUMBER] months’ written notice to the LLP of his or
her intention to retire from the LLP and the date of expiration of that notice is his or her Leaving Date.

20.2 A Member is deemed to retire from the LLP:

(a) [on the Accounting Reference Date next following the birthday on which he or she attains the age of [AGE] [(or if
before that birthday the LLP has agreed with the Member in question to substitute a later birthday, then on the last day
of the Accounting Reference Date next following that birthday)]; and]

(b) immediately if the LLP serves written notice on him or her requiring him or her to retire as a Member after the
court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005.

20.3 A Designated Member may resign his or her designation by giving [NUMBER] months’ written notice to the LLP
and on expiration of that notice [he or she continues as a Member of the LLP but] his or her designation as a Designated
Member terminates, except that, where his or her resignation would reduce the number of Designated Members of the
LLP to one, his or her notice does not take effect until the [Members OR Management Board] appoint a new Designated
Member.

20.4 [A Board Member who resigns [or is removed from] his or her office in accordance this deed continues as a
Member of the LLP but his or her appointment as a Board Member terminates.]
20.5 Where a person dies while he or she is a Member, his or her Leaving Date is the date of his or her death.

21. EXPULSION

21.1 The LLP may by written notice to the Member concerned, expiring [on a defined date OR [NUMBER] days from
service of the notice], expel that person from membership of the LLP where the Member concerned:

(a) commits any serious breach or persistent breaches of any term of this deed which is irremediable or (if such breach
is remediable) fails to remedy that breach within [NUMBER] days of the LLP serving written notice on him or her
requiring such remedy;

(b) fails to pay any money owing by him or her to the LLP on the due date for payment and remains in default not less
than [NUMBER] days after being notified in writing to make such payment;

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(c) fails to account for or pay over or refund any money received and belonging to the LLP within [NUMBER] days after
being so required by notice from the LLP;

(d) is guilty of any conduct likely to have a serious adverse effect on the Business;

(e) ceases to hold any professional qualification or certification required for the normal performance of his or her
duties as a Member;

(f) is convicted of any criminal offence involving dishonesty;

(g) is required to resign [for reason] by the [Designated Members OR Management Board] [giving him or her not less
than [NUMBER] days written notice requiring him or her to resign] and he or she fails to do so within the required time
period;

(h) becomes, in the reasonable opinion of the [Designated Members OR Management Board], physically or mentally
unfit (whether or not certified as such by a medical practitioner) to carry on his or her duties and obligations as a
Member under this deed for a continuous period of [NUMBER] days in any [NUMBER] months[, and has been so unable
throughout the period of at least [NUMBER] months (excluding any periods of holiday, maternity leave, parental leave
or family leave) immediately preceding the service of the notice];

(i) suspends, or threatens to suspend, payment of his or her debts, or is unable to pay his or her debts as they fall due
or admits inability to pay his or her debts, or (in the case of the Member being a body corporate) is deemed unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the
satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986, or (in the case of the
Member being an individual) is deemed either unable to pay his or her debts or as having no reasonable prospect of so
doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;

(j) commences negotiations with all or any class of his or her creditors with a view to rescheduling any of his or her
debts, or makes a proposal for or enters into any compromise or arrangement with his or her creditors [other than (in
the case of the Member being a body corporate) for the sole purpose of a scheme for a solvent amalgamation of the
Member with one or more other companies or the solvent reconstruction of the Member];

(k) is the subject of a petition or a notice, or passes a resolution, or an order is made, for or in connection with the
winding up of that Member (being a body corporate) [other than for the sole purpose of a scheme for a solvent
amalgamation of that Member with one or more other companies or the solvent reconstruction of the Member];

(l) is the subject of an application to court, or an order is made, for the appointment of an administrator, or if a notice
of intention to appoint an administrator is given or if an administrator is appointed, over the Member (being a body
corporate);

(m) is subject to the holder of a qualifying floating charge over the assets of the Member (being a body corporate) who
has become entitled to appoint or has appointed an administrative receiver;

(n) has a receiver appointed over his or her assets or where a person has become entitled to appoint a receiver over
the assets of the Member;

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

(p) is subject to a creditor or encumbrancer of the Member attaching or taking possession of, or where a distress,
execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the
Member’s assets and such attachment or process is not discharged within [14] days;

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(q) is subject to any event, or proceedings, in any jurisdiction to which the Member is subject that has an effect
equivalent or similar to any of the events mentioned in Clause 21.1(i) to Clause 21.1(p) (inclusive); [or]

(r) (being a body corporate) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part
of his or her business[. OR ; or]

(s) [(being a body corporate) becomes subject to a change of control (”control” having the meaning in section 1124 of
the Corporation Tax Act 2010 for the purpose of this clause).]

21.2 Where a Member is expelled, his or her Leaving Date is the date of expiration of the expulsion notice served in
accordance with Clause 21.1.

22. ENTITLEMENTS OF OUTGOING MEMBERS

22.1 An Outgoing Member is not entitled to any share or interest in the property or profits [and losses] of the LLP
arising after his or her Leaving Date and shall have no right to vote or to participate in the management or affairs of the
LLP’s from his or her Leaving Date.

22.2 With effect from the Outgoing Member’s Leaving Date, the Members shall succeed to all the interest of the
Outgoing Member in the LLP [in the shares in which they share profits in accordance with Schedule 3 OR equally].

22.3 After his or her Leaving Date, the LLP shall:

(a) indemnify and keep indemnified the Outgoing Member, or his or her estate and his or her personal representatives,
as appropriate, against all guarantees and obligations in relation to the LLP [except in relation to income or capital gains
tax [or corporation tax] payable by the Outgoing Member]; and

(b) in accordance with Clause 22.5, pay the Outgoing Member:

(i) the amount of any capital which he or she is entitled to be credited to his or her Capital Account by the LLP;

(ii) any undrawn balance of his or her profit share and such sums to which he or she is entitled to be credited by the
LLP to his or her Current Account less any proportion of income tax [or corporation tax] as the Auditors advise is
applicable to the period ending on his or her Leaving Date; [and]

(iii) any sums due to him or her in respect of loans[, and loan interest] [and interest on capital in the LLP][; and]

(iv) [any sums, as in the opinion of the Auditors, acting as experts and not as arbitrators, are required to be paid to the
Outgoing Member to represent the value of his or her share in the LLP at his or her Leaving Date.]

22.4 The LLP shall calculate the sums under Clause 22.3(b) by reference to the [audited] annual accounts of the LLP.
Those sums shall be apportioned as appropriate, in respect of the accounting reference period in which the Outgoing
Member’s Leaving Date occurred.

22.5 Unless the LLP determines, in its absolute discretion, to make the payments at an earlier date, the LLP shall pay
the sums under Clause 22.3(b)) [without interest] to the Outgoing Member, his or her personal representatives or
trustee in bankruptcy, as follows:

(a) [PERCENTAGE]% on the Payment Commencement Date;

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(b) the remaining [PERCENTAGE]% in [NUMBER] equal instalments, the first instalment being paid on the first Business
Day falling [NUMBER] months after the Payment Commencement Date and subsequent instalments being paid on the
first Business Day every [NUMBER] months after that until the full sum due to the Outgoing Member has been paid.

22.6 [If an instalment under Clause 22.5 is more than [PERIOD] late, interest at the Interest Rate, shall be due and
payable on the balance for the time being outstanding of that instalment, in respect of the period during which it
remains outstanding.]
22.7 The LLP may (but is not bound to) make such provision out of the profits of the LLP for the benefit of an Outgoing
Member in respect of pensions as the [[Designated] Members OR Management Board] consider fair and reasonable.

22.8 The Designated Members shall notify details of any Outgoing Member to the Registrar of Companies in
accordance with the Act.

22.9 When a Member becomes an Outgoing Member, this deed shall continue in force and effect as between the
remaining Members.

23. OBLIGATIONS OF OUTGOING MEMBERS

23.1 On or within a reasonable time of his or her Leaving Date, the Outgoing Member or his or her personal
representatives shall sign and execute [a Deed of Retirement and] all documents and perform all acts that the LLP
reasonably requires for the purpose of enabling the LLP to recover any outstanding interest or right of the LLP in or for
the purpose of transferring to the LLP, or as it may direct, any property of the LLP which on his or her Leaving Date is
held by the Outgoing Member on behalf of the LLP. [The Outgoing Member irrevocably and by way of security appoints
each and any of the other Members as his or her attorney to sign, execute and deliver on his or her behalf all deeds and
documents and to do all acts and things necessary to give effect to the terms of this deed [and for vesting in the LLP the
full benefit of the assets, rights and benefits to be transferred to the LLP under this deed]].

23.2 On or within a reasonable time of his or her Leaving Date, the Outgoing Member or his or her personal
representatives, shall return to the LLP all documents, records, papers or other property belonging to the LLP which
may be in his or her possession or under his or her control, and which relate in any way to the LLP’s Business affairs and
he or she shall not retain any copies thereof.

23.3 An Outgoing Member shall not do any of the following[, without the written consent of the Members,] during the
period of [NUMBER] months following his or her Leaving Date:

(a) canvass, solicit or endeavour to attract away from the LLP to any firm, company or business in which he or she may
be involved, any person known by him or her to be a client or customer of the LLP at the time of his or her Leaving
Date[, with whom he or she has had [significant] contact for a period of [NUMBER] months before his or her Leaving
Date];

(b) act for or deal with, whether directly or indirectly, any person known by him or her to be a client or customer of the
LLP as at his or her Leaving Date;

(c) compete with the LLP or engage in any business of a similar nature or similar Name or Trading Name to that of the
LLP, on his or her own account or by a firm or company in which he or she is involved, within [NUMBER] miles from any
business premises of the LLP; and

(d) canvass, solicit, employ or otherwise engage anyone who is [an OR a senior] employee or Member of the LLP at the
time of his or her Leaving Date[, with whom he or she has had dealings in the Business for a period of [NUMBER]
months before his or her Leaving Date].

(e) assist or facilitate anyone else to do anything which if done by him or her would have been a breach of this clause 23.

23.4 Each of the restrictions in Clause 23.3, which are intended to be separate and severable, are considered fair and

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reasonable by the Members. If any restriction is found to be unenforceable, but would be valid if any part of it were

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deleted, or the period or area of application reduced, the restriction shall apply with such modifications as may be
necessary to make it valid and enforceable.

24. LIQUIDATION
24.1 In accordance with Clause 15 and the Insolvency Act 1986, the Members may resolve to:

(a) [place the LLP into voluntary liquidation and appoint a liquidator;]

(b) [make a proposal for a voluntary arrangement, scheme of compromise or arrangement with its creditors;]

(c) [apply for an administration order; and]

(d) [apply to the court to wind up the LLP.]

24.2 For the purposes of section 74 of the Insolvency Act 1986, no Member is liable to contribute any amount to the
assets of the LLP on liquidation to cover any of the matters set out in that section.

24.3 If the LLP is wound up, and a surplus sum remains at the conclusion of the winding up, after payment of all money
due to the creditors of the LLP and all expenses of the winding up, the liquidator shall pay that surplus sum to the
Members in accordance with the respective proportions to which the Members share [capital OR profits] under [Part 1
OR Part 2] of Schedule 3.

25. CONFIDENTIALITY
25.1 Each Member and Outgoing Member undertakes that he or she shall not at any time disclose to any person any
Confidential Information concerning the Business or affairs of the LLP or the other Members except as permitted by
Clause 25.2

25.2 Each Member and Outgoing Member may disclose Confidential Information:

(a) to his or her [employees, officers,] representatives or advisers who need to know such information for the purposes
of exercising the party’s rights or carrying out his or her obligations under or in connection with this deed. Each
Member and Outgoing Member shall ensure that its [employees, officers,] representatives or advisers to whom he or
she discloses Confidential Information comply with this Clause 25; and

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

25.3 No Member or Outgoing Member shall use any Confidential Information for any purpose other than to exercise
his or her rights and perform his or her obligations under or in connection with this deed.

25.4 All Confidential Information shall, as between each Member, Outgoing Member and the LLP, be deemed to be the
property of the LLP.

25.5 Each Member and Outgoing Member shall immediately inform the LLP if he or she becomes aware of the
possession, use or knowledge of any Confidential Information by any person who is not authorised to possess, use or
have knowledge of it [and shall, at the LLP’s request, provide such reasonable assistance as is required to deal with such
event].

25.6 Without prejudice to any other right or remedy of the other LLP or Members howsoever arising, any failure by a
Member or an Outgoing Member to comply with the provisions of this clause shall constitute a [serious] breach of this
deed, entitling the LLP to require that Member or Outgoing Member to account to the LLP for any personal benefit
thereby acquired and to expel such Member from the LLP in accordance with Clause 21.

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26. UNFAIR PREJUDICE

Any rights conferred on the Members by Part 30 of the Companies Act 2006 are excluded [indefinitely OR for a period
of [NUMBER] years from the date of incorporation of the LLP and the exclusion period may be extended after that time
by a unanimous decision of the Members in writing].

27. [DEFAULT PROVISIONS

None of the default provisions in regulations 7 and 8 of the Regulations shall apply to the mutual rights and duties of
the Members and the mutual rights and duties of the LLP and the Members.]

28. ENTIRE AGREEMENT

28.1 This deed constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.

28.2 Each party acknowledges that in entering into this deed it does not rely on, and shall have no remedies in respect
of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in
this deed.

28.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent
misstatement] based on any statement in this deed.

28.4 Nothing in this clause shall limit or exclude any liability for fraud.

29. NOTICES
29.1 [For the purposes of this clause, but subject to Clause 29.7, notice includes any other communication.]
29.2 A notice given to a party under or in connection with this deed:

(a) shall be in writing and in English or accompanied by an accurate translation into English;

(b) shall be signed by or on behalf of the party giving it;

(c) shall be sent to the party for the attention of the contact and at the address[, email address, fax or DX number]
listed in Clause 29.3, or such other address[, email address, fax or DX number] as that party may notify in accordance
with Clause 29.4;

(d) shall be sent by a method listed in Clause 29.5; and

(e) unless proved otherwise, is deemed received as set out in Clause 29.5 if prepared and sent in accordance with this
clause.

29.3 The addresses[, fax number, email addresses and DX numbers] for services of notices are:

(a) LLP

(i) Address: [ADDRESS]

(ii) For attention of: [POSITION OF CONTRACT]

(iii) [Email address: [EMAIL ADDRESS]]

(iv) [Fax number: [FAX NUMBER]]

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(v) [DX number: [DX NUMBER]]

(b) LLP Member

(i) Address: [ADDRESS]

(ii) For the attention of: [POSITION OF CONTRACT]

(iii) [Email address: [EMAIL ADDRESS]]

(iv) [Fax number: [FAX NUMBER]]

(v) [DX number: [DX NUMBER]]

(c) LLP Member

(i) Address: [ADDRESS]

(ii) For the attention of: [POSITION OF CONTRACT]

(iii) [Email address: [EMAIL ADDRESS]]

(iv) [Fax number: [FAX NUMBER]]

(v) [DX number: [DX NUMBER]]

29.4 A party may change its details given in Clause 29.3 by giving notice, the change taking effect for the party notified
of the change at [9.00 am] on the later of:

(a) the date, if any, specified in the notice as the effective date for the change; or

(b) the date [five] Business Days after deemed receipt of the notice.

29.5 This clause 29.5 sets out the delivery methods for sending a notice to a party under this deed and, for each
delivery method, the date and time when the notice is deemed to have been received (provided that all other
requirements of this clause have been satisfied and subject to the provisions in Clause 29.6):

(a) if delivered by hand, on signature of a delivery receipt[ or at a time the notice is left at the address]:

(b) if sent by [pre-paid first class post or other] next working day delivery services [providing proof of [postage OR
delivery]] at 9.00 am on the [second] Business Day after posting[ or at the time recorded by the delivery services];

(c) if sent by pre-paid airmail [providing proof of [postage OR delivery]], at 9.00 am on the [fifth] Business Day after
posting[ or at the time recorded by the delivery service] OR [TIME AND DATE]: [or]

(d) [if sent by email at the time of transmission; [or]]

(e) [if sent by fax, at the time of transmission; [or]]

(f) [if sent by document exchange (DX), at [9.00 am] on the [second] Business Day after put into the DX.]

29.6 If deemed receipt under Clause 29.5 would occur outside business hours in the place of receipt, it shall be deferred

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until business hours resumes. In this clause 29.6, business hours means 9.00 am to 5.00 pm Monday to Friday on a day
that is not a public holiday in the place of receipt.

29.7 This clause does not apply to the service of any proceedings or other documents in any legal action or, where
applicable, any arbitration or other method of dispute resolution.

29.8 [A notice given under or in connection with this deed is not valid if sent by email.]

30. COSTS

Except as expressly provided in this deed, each party shall pay its own costs incurred in connection with the
negotiation, preparation, and execution of this deed [and any documents referred to in it].

31. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this deed or by law shall constitute a
waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right
or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or
any other right or remedy.

32. FURTHER ASSURANCE

[At its own expense, each OR Each] party shall, and shall use all reasonable endeavours to procure that any necessary
third party shall, [promptly] execute and deliver such documents and perform such acts as may [reasonably] be
required for the purpose of giving full effect to this deed.

33. SEVERANCE

33.1 If any provision or part-provision of this deed is or becomes invalid, illegal or unenforceable, it shall be deemed
deleted, but that shall not affect the validity and enforceability of the rest of this deed.

33.2 If any provision or part-provision of this deed is deemed deleted under Clause 33.1, the parties shall negotiate in
good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial
result of the original provision.

34. COUNTERPARTS

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

35. GOVERNING LAW AND JURISDICTION

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

35.2 [Each party irrevocably agree 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 deed or its subject
matter or formation.]

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36. [ARBITRATION

Any dispute arising out of or in connection with this deed, 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.

The number of arbitrators shall be [one OR three].

The seat, or legal place, of arbitration shall be [CITY AND/OR COUNTRY].

The language to be used in the arbitral proceedings shall be [LANGUAGE].

The governing law of the contract shall be the substantive law of [COUNTRY].]
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

SCHEDULE 1
MEMBERS OF THE LLP
[DETAILS]

Part 1
Initial Members
[DETAILS]

Part 2
Designated Members
[DETAILS]

[
Part 3
Board Members
[DETAILS]]

SCHEDULE 2
PROPERTY OF THE LLP
[DETAILS]

Part 1
Property
[DETAILS]

Part 2
Intellectual Property
[DETAILS]

SCHEDULE 3
CAPITAL CONTRIBUTIONS AND TREATMENT OF PROFITS [AND LOSSES]
[DETAILS]

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Part 1
Capital contributions and division of capital profits [and losses]
[DETAILS]

Part 2
Division of profits [and losses]
[DETAILS]

SCHEDULE 4
DEED OF ADHERENCE
[DETAILS]

SCHEDULE 5
[DEED OF RETIREMENT
[DETAILS]]

Executed as a deed by [FULL NAME OF INITIAL MEMBER (INDIVIDUAL)] in

.........................................
the presence of:
[SIGNATURE OF INITIAL MEMBER]
.....................................

[SIGNATURE OF WITNESS]

[NAME, ADDRESS [AND OCCUPATION] OF WITNESS]

Executed as a deed by [FULL NAME OF INITIAL MEMBER (INDIVIDUAL)] in

.........................................
the presence of:
[SIGNATURE OF INITIAL MEMBER]
.....................................

[SIGNATURE OF WITNESS]

[NAME, ADDRESS [AND OCCUPATION] OF WITNESS]

Signed as a deed by [FULL NAME OF INITIAL MEMBER (CORPORATE)]

.........................................
acting by [NAME OF FIRST DIRECTOR], a director
[SIGNATURE OF FIRST DIRECTOR]
and [NAME OF SECOND DIRECTOR OR SECRETARY], [a director OR its
secretary] Director

.........................................

[SIGNATURE OF SECOND DIRECTOR OR

SECRETARY]

[Director OR Secretary]

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[Signed as a deed by [NAME OF LLP] acting by [NAME OF MEMBER],

................................
member and [NAME OF MEMBER], member
[SIGNATURE OF MEMBER] Member

...............................

[SIGNATURE OF MEMBER] Member]

ANNEX
INCORPORATION DOCUMENT
[COPY OF INCORPORATION DOCUMENT OF THE LLP ]

END OF DOCUMENT