i work with a lot of entrepreneurs and startups and one of the points that i always stress is the importance of having a solid operating agreement in place when working with partners. this is absolutely the wrong attitude to take with respect to drafting an operating agreement and it is why i encourage my clients to think of it as a prenup between them and their partners. here is a question for the reader: if you do not have a written operating agreement in place, what governs your relationships with your partners?

“hsfs partner program benefits” means benefits that an active partner is eligible to receive as part of the hsfs partner program. if you are found to be in violation of the hsfs partner program policies or are not actively participating in the program you may be terminated from the hsfs partner program pursuant to section 3 of this agreement. you must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the hsfs partner program and this agreement; and (iii) immediately comply if we request that you discontinue use. you represent and warrant that: (i) your participation in this hsfs partner program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the partner marks.

the partnership shall begin on the date of this agreement and shall continue until dissolved and terminated by mutual agreement of partners holding at least _ _[number]_ _ percent of the partnership interests, or as otherwise provided for in this agreement. the purposes of the partnership are to engage in the business of _ _[specify]_ _ and to do all things reasonably incidental to or in furtherance of that business. each partner’s contribution to the partnership shall be paid in full or conveyed within _ _[number]_ _ days after the date of this agreement. each partner who has paid all or any portion of his or her initial or any additional capital contribution shall then be entitled to a return of the funds and properties he or she contributed. any loan by a partner to the partnership shall be evidenced by a promissory note delivered to the lending partner and executed in the name of the partnership by the managing partner. amounts thus contributed shall be distributed to or among the creditors and partners in accordance with the then-applicable provisions for distribution of partnership property on dissolution, winding up, and liquidation. each partner shall participate in the control, management, and direction of the partnership’s business. all partnership funds shall be deposited in the partnership’s name and shall be subject to withdrawal only on the signature of the managing partner. any assignment or hypothecation of a partner’s interest in the partnership shall terminate that partner’s right to receive remuneration from the partnership.

as a preliminary matter, the business should not be started as a general partnership, as that can result in liability of the partners for the debts and obligations of the business. will the contribution be a capital contribution or a loan to the business? what percentage ownership approval of the founders will be necessary to allow new capital contributions by the founders or new investors? ), that it is properly transferred to the company and owned solely by the company. what are the titles and roles of the founders? and who will be on the board of directors of the company?