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	<title>Get Free Legal Forms &#187; Financial</title>
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		<title>Investment Club Partnership Agreement</title>
		<link>http://www.getfreelegalforms.com/investment-club-partnership-agreement/</link>
		<comments>http://www.getfreelegalforms.com/investment-club-partnership-agreement/#comments</comments>
		<pubDate>Thu, 09 Apr 2009 16:07:12 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Investments]]></category>
		<category><![CDATA[Investment Club Partnership Agreement]]></category>
		<category><![CDATA[Investment Club Partnership Agreement Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=713</guid>
		<description><![CDATA[Investment Club Partnership Agreement __________, herewith form a general partnership to be known as the ______ Investment Club. The partnership shall commence on _____________________ and shall continue for a period of five years, and then thereafter year for year, unless earlier terminated by this agreement. Each partner shall on or before _____________________ make an initial [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Investment Club Partnership Agreement</strong></p>
<p>__________, herewith form a general partnership to be known as the ______ Investment Club.</p>
<p>The partnership shall commence on _____________________ and shall continue for a period of five years, and then thereafter year for year, unless earlier terminated by this agreement.</p>
<p>Each partner shall on or before _____________________ make an initial capital contribution of $_____ (____________________&amp; __/100 dollars).</p>
<p>Partners shall be entitled to make additional capital contributions of at least $____ (____________________&amp; ___/100 dollars) at any regular meeting of the partnership, provided, however, that the no partners capital contribution shall at any time exceed _______ percent of the total capital of the partnership. Profits and losses shall be allocated to each partner in the same proportion as their capital account bears to the total capital of the partnership.</p>
<p>Books of account shall be created and maintained of all transactions of the partnership. A yearly report shall be presented to members of the results of the operation of the partnership. The books shall be open to examination by partners at all reasonable times. Upon a vote of the partners, an accounting firm may be appointed to perform bookkeeping or other services. It shall not be necessary for the affairs of the partnership to be audited; however, upon the vote of the majority of the partners an audit may be commissioned.</p>
<p>The partners shall by vote designate an official depository for funds. Withdrawals shall be made by the signature of partners.</p>
<p>The partnership shall hold regular meetings at least quarterly. The time and place for the holding of meetings shall be determined by vote of the partners. At the first regular meeting of the partners, the partners by majority vote shall elect a presiding officer who shall act as the Chairman of meetings. Meetings shall be held following Robert’s Rules of Order to the extent that the same are appropriate.  Thereafter, each year, a new Chairman shall be elected.  Partners may appoint any other partner, and only another partner, to act as their proxy at any meeting which proxy shall be required to be in writing. Voting shall be by percentage of capital. No quorum shall be required for regular business; however, the following business shall require a quorum of the members, determined by percentage of capital at the beginning of the meeting:</p>
<p>(a) dissolution or other termination of the partnership;<br />
(b) changes in the partnership agreement</p>
<p>All business of the partnership shall be determined by a simple majority of the partners present, except for dissolution or changes in the partnership, which shall require a 2/3 majority.</p>
<p>Upon the vote of a majority of the partners, a special meeting may be held upon 10 days prior notice.</p>
<p>Each partner shall have the right to participate in the management of the partnership including the selection of investments. No partner shall have the right or authority to bind or to obligate the partnership, except in accordance with a vote of the members.</p>
<p>No business shall be conducted with any brokerage, bank or other institution in which any partner has a financial interest, or is employed, except an interest as a shareholder in a publicly traded company which does not exceed 5% of the outstanding shares of the company, unless after a disclosure, the partners by majority vote assent thereto. All partners shall disclose such conflicts to the other partners.</p>
<p>The partnership interests herein may not be assigned or transferred without the approval of a majority of the partners.  This approval shall not be unreasonably withheld.</p>
<p>New partners may be admitted upon a majority consent of the existing partners. The minimum initial capital contribution of a new partner shall be $_____ (_______________________&amp; ___ /100 dollars). The amount necessary for such admission may be changed no more often than yearly upon motion and vote by the partners.</p>
<p>The total number of partners shall not exceed _____________________.</p>
<p>The partnership shall not purchase securities on margin.</p>
<p>The partnership may not purchase investments of the following types:<br />
__________________________________________________________________</p>
<p>The partners may designate a broker or brokers for trading of securities; however, the partnership may not grant discretionary trading authority to any brokerage.</p>
<p>A partner may withdraw by notice to the partnership. The partnership shall not be dissolved by such withdrawal unless the remaining partners determine not to continue the business of the partnership.</p>
<p>Upon withdrawal, a partner shall receive the value of their capital account as of the date of their withdrawal within 30 days, except that if the repayment of the capital account of any withdrawing partner shall require the liquidation of securities the repayment of the capital account may be postponed for no more than 14 additional days to allow a vote of the members to determine which securities to liquidate.  Upon this withdrawal, the partner shall render a hold harmless agreement naming the Partnership and the individual partners for everyone’s protection.</p>
<p>Upon the death, incapacity or legal disability of a partner, the same shall be deemed to be a withdrawal, and the disability of any partner, the capital account of the partner shall be repaid as is provided above.</p>
<p>1. Notices.</p>
<p>Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.</p>
<p>See Exhibit 1 for the name and addresses for each partner.</p>
<p>2.  No Waiver.</p>
<p>The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.</p>
<p>3.  Entirety of Agreement.</p>
<p>The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.</p>
<p>4.  Governing Law.</p>
<p>This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.</p>
<p>5.  Headings in this Agreement</p>
<p>The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.</p>
<p>6.  Severability.</p>
<p>If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.</p>
<p>In Witness whereof, the parties have executed this Agreement as of the date first written above.</p>
<p>_________________________                _______________________<br />
Each Partner                                Each Partner</p>
<p>_________________________                _______________________<br />
Each Partner                                Each Partner</p>
<p>_________________________                _______________________<br />
Each Partner                                Each Partner</p>
<p>If there are more partners, have them sign below as well.</p>
<p>___________________<br />
Date<br />
Exhibit One:  Names &amp; Addresses of all partners for contact purposes</p>
<p><strong>Investment Club Partnership Agreement<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  Investment club results have been overstated in the media.  The Beardstown ladies, for example, turn out to have had much lower results than the overall market.  It was a great story but, like many great stories, not true.</p>
<p>With this warning in mind, be sure to have an agreement in place if you enter into an investment club.  Be sure all parties are signatories to the agreement.  When a partner withdraws from the partnership, consider always requiring a hold harmless agreement from them to the partnership and all of the other parties as part of that withdrawal.  This approach has been incorporated in the above document.</p>
<p>1. Make multiple copies.  Keep one in a safe deposit box or home safe.  Give a copy to each member.</p>
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		</item>
		<item>
		<title>Assignment of Debtor Account, Notice</title>
		<link>http://www.getfreelegalforms.com/assignment-of-debtor-account-notice/</link>
		<comments>http://www.getfreelegalforms.com/assignment-of-debtor-account-notice/#comments</comments>
		<pubDate>Tue, 31 Mar 2009 15:06:30 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Banking & Collections]]></category>
		<category><![CDATA[Assignment of Debtor Account]]></category>
		<category><![CDATA[Notice Assignment of Debtor Account]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=847</guid>
		<description><![CDATA[Assignment of Debtor Account, Notice TO: __________________ _____________________ _____________________ Re:  Your account with __________________________ Your account with __________________________ has been transferred to ___________________________. Effective immediately, all payments in regard to this account must be made to ___________ ________________ at the following address: __________________________________ __________________________________ You will not receive credit for payments made to ______________________. ALL [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Assignment of Debtor Account, Notice</strong></p>
<p>TO: __________________<br />
_____________________<br />
_____________________</p>
<p>Re:  Your account with __________________________</p>
<p>Your account with __________________________ has been transferred to ___________________________. Effective immediately, all payments in regard to this account must be made to ___________ ________________ at the following address:<br />
__________________________________<br />
__________________________________</p>
<p>You will not receive credit for payments made to ______________________. ALL PAYMENTS MUST BE MADE TO ___________________________.</p>
<p>Dated: ___________________</p>
<p>__________________________________<br />
for ____________________________</p>
<p>cc Party to Whom the Payments are to be Sent<br />
<strong></strong></p>
<p><strong>Assignment of Debtor Account, Notice<br />
Review list</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  This Assignment notice can be used in a variety of circumstances ranging from outright selling a debt or Accounts Receivable, to a host of other circumstances.  We recommend you copy the party to whom the payments are sent to fulfill your obligations to them as well as to inform the debtor that this has been done.</p>
<p>1. Mail and fax notices to the debtor.  Send a copy to the new party and keep a copy in the file of your transaction with them.</p>
]]></content:encoded>
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		</item>
		<item>
		<title>Security Agreement</title>
		<link>http://www.getfreelegalforms.com/security-agreement/</link>
		<comments>http://www.getfreelegalforms.com/security-agreement/#comments</comments>
		<pubDate>Fri, 20 Mar 2009 15:56:30 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Loans]]></category>
		<category><![CDATA[Security Agreement]]></category>
		<category><![CDATA[Security Agreement Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=635</guid>
		<description><![CDATA[Security Agreement _____________________, referred to herein as SECURED PARTY, and _____________________, referred to as DEBTOR, agree: ______________, DEBTOR, grants a security interest in the following property to ____________, SECURED PARTY: This security agreement is made to secure an indebtedness of ______________ to _______________, described as follows: A _______________, in the original principal amount of $ [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Security Agreement</strong></p>
<p>_____________________, referred to herein as SECURED PARTY, and _____________________, referred to as DEBTOR, agree:</p>
<p>______________, DEBTOR, grants a security interest in the following property to ____________, SECURED PARTY:</p>
<p>This security agreement is made to secure an indebtedness of ______________ to _______________, described as follows:</p>
<p>A _______________, in the original principal amount of $ ______, ____________ &amp;___/100 Dollars) dated _______________.</p>
<p>This security interest is also given to secure any other debts which may be owed by ______________ to ____________ from time to time.</p>
<p>DEBTOR warrants to SECURED PARTY that the property in which a security interest is granted is subject to no other liens, charges or encumbrances and that there are no financing statements or other lien notices on file regarding debtor that might create a lien on the property secured herein.</p>
<p>DEBTOR shall maintain the collateral in good repair, ordinary wear and tear excepted, and shall insure the same for its full value. DEBTOR shall provide to secured party certificates of insurance. SECURED PARTY shall be named as a loss payee on a long form standard loss payable clause. Should DEBTOR fail to maintain such coverage, SECURED PARTY may obtain the same and DEBTOR shall pay SECURED PARTY for the same, together with interest at the highest legal rate on the amounts advanced by the SECURED PARTY.</p>
<p>Upon default, as is defined herein, SECURED PARTY shall have all of the rights given to a secured party under the Uniform Commercial Code, Article 9.</p>
<p>Default shall be defined as:<br />
1.  Any failure to comply with any covenant of the indebtedness secured by this agreement, including but not limited to a failure to timely pay as provided;<br />
2.  The entry of a judgment, tax lien or other charge against the DEBTOR which is not satisfied or superseded within thirty days of inception;<br />
3.  Such other commercially reasonably reason that leads SECURED PARTY to believe that its security is in peril.</p>
<p>DEBTOR shall execute any and all financing statements or other documents which are requested by SECURED PARTY and which SECURED PARTY determines is necessary to perfect SECURED PARTY’S LIEN.</p>
<p>DEBTOR appoints SECURED PARTY agent as its agent to file and any and all financing statements which may be necessary or required to perfect SECURED PARTY’s security interest, and DEBTOR authorizes SECURED PARTY to execute the same for DEBTOR.</p>
<p>This document represents the entire agreement between the parties, and there are no agreements or representations which are not stated herein. This agreement may not be modified unless it is in writing and signed by both parties.</p>
<p>Dated: ________________________</p>
<p>For ____________, SECURED PARTY:</p>
<p>________________________________________________________________</p>
<p>For ______________, DEBTOR:</p>
<p>________________________________________________________________</p>
<p><strong>Security Agreement<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  This is a straightforward security agreement to provide a creditor with collateral to secure the loan to debtor.</p>
<p>1. Make multiple copies.  Each signatory should receive a copy.  Be sure a copy is in the file of the actual transaction.</p>
]]></content:encoded>
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		</item>
		<item>
		<title>Life Insurance Information</title>
		<link>http://www.getfreelegalforms.com/life-insurance-information/</link>
		<comments>http://www.getfreelegalforms.com/life-insurance-information/#comments</comments>
		<pubDate>Tue, 17 Mar 2009 15:29:32 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Insurance]]></category>
		<category><![CDATA[Life Insurance Information]]></category>
		<category><![CDATA[Life Insurance Information Form Letter]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=642</guid>
		<description><![CDATA[Life Insurance Information Community &#38; Consumer Relations American Council of Life Insurance 100I Pennsylvania Ave NW Washington, DC 20004 Re: Life Insurance Information Dear Sir or Madam: Please send me a copy of your pamphlet regarding life insurance entitled &#8220;What You Should Know About Buying Life Insurance.&#8221; In addition, please provide copies of any other [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Life Insurance Information</strong></p>
<p>Community &amp; Consumer Relations American Council of Life Insurance<br />
100I Pennsylvania Ave NW<br />
Washington, DC 20004</p>
<p>Re: Life Insurance Information</p>
<p>Dear Sir or Madam:</p>
<p>Please send me a copy of your pamphlet regarding life insurance entitled &#8220;What You Should Know About Buying Life Insurance.&#8221; In addition, please provide copies of any other leaflets or fact sheets related to life insurance that might help me to better understand life insurance products.</p>
<p>If there is a charge for the service, please indicate the amount or provide a fee schedule.<br />
Please send this information to me at the address given above.</p>
<p>You may contact me if you have any questions or need additional information. Thank you for your assistance.</p>
<p>Best regards,</p>
<p>______________<br />
Signatory</p>
<p><strong>Life Insurance Information<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  This is an inquiry letter that can produce useful comparative information regarding information.  Nothing to lose; everything to gain.  So use this well care document to keep yourself informed.</p>
]]></content:encoded>
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		</item>
		<item>
		<title>Subrogation Agreement</title>
		<link>http://www.getfreelegalforms.com/subrogation-agreement/</link>
		<comments>http://www.getfreelegalforms.com/subrogation-agreement/#comments</comments>
		<pubDate>Mon, 09 Mar 2009 16:52:25 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Insurance]]></category>
		<category><![CDATA[Subrogation Agreement]]></category>
		<category><![CDATA[Subrogation Agreement Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=647</guid>
		<description><![CDATA[Subrogation Agreement WHEREAS, on ____________________, ___________________, an insurance company, was presented with a claim arising from: ________________________ under insurance coverage provided to ______________________, under its coverage for: ______________________, and, WHEREAS, on _________________________, ___________________ paid a claim in an amount of $ ____ (________________ &#38; ____/100 dollars), with a deductible of  $ _____(________ &#38; ____/100 dollars), [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Subrogation Agreement</strong></p>
<p>WHEREAS, on ____________________, ___________________, an insurance company, was presented with a claim arising from:<br />
________________________</p>
<p>under insurance coverage provided to ______________________, under its coverage for:<br />
______________________,</p>
<p>and, WHEREAS, on _________________________, ___________________ paid a claim in an amount of $ ____ (________________ &amp; ____/100 dollars), with a deductible of  $ _____(________ &amp; ____/100 dollars), arising from the perils and covered by the policy stated above, NOW, THEREFORE:<br />
______________________, his heirs and assigns, herewith assign and convey to ________________ and any all rights against any entity who may be liable to ______________________ for the loss stated above.<br />
______________________ shall pursue any and all responsible parties at its own expense, and may at its option, bring such action in its own name or that of ______________________.<br />
______________________ herewith covenants and agrees to fully assist ___________________ in pursuit of its rights of subrogation herein.<br />
___________________ may at its option pursue the deductible loss of ______________________.</p>
<p>In the event that ___________________ does so, it shall notify ______________________, and, further, ______________________ agrees that if any recovery is made that it will share in all costs related thereto pro rata.</p>
<p>______________________ further agrees not to release or exonerate the adverse party or parties or enter into any compromise with them without the prior approval of ___________________.</p>
<p>______________________ shall execute any and all instruments reasonably required by ______________ in connection herewith.</p>
<p>Date: _____________________________________</p>
<p>___________________________________________________<br />
______________________</p>
<p><strong>Subrogation Agreement<br />
Review List</strong><br />
This review list is provided to inform you about this document in question and assist you in its preparation.   This is a technical document that should only be executed by someone expert in the field.</p>
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		</item>
		<item>
		<title>Pledge of Stock, Simple</title>
		<link>http://www.getfreelegalforms.com/pledge-of-stock-simple/</link>
		<comments>http://www.getfreelegalforms.com/pledge-of-stock-simple/#comments</comments>
		<pubDate>Wed, 04 Mar 2009 05:40:19 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Loans]]></category>
		<category><![CDATA[Pledge of Stock]]></category>
		<category><![CDATA[Simple Pledge of Stock Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=633</guid>
		<description><![CDATA[Pledge of Stock, Simple __________________, referred to as OWNER, and _______________, referred to as CREDITOR, agree: OWNER is indebted to CREDITOR in the sum of $____(____ _________&#38;___/100 dollars) for a note; to secure repayment of the debt, OWNER pledges to CREDITOR ______ shares of _________ stock of ______________________. OWNER agrees to execute all necessary documents [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Pledge of Stock, Simple</strong></p>
<p>__________________, referred to as OWNER, and _______________, referred to as CREDITOR, agree:</p>
<p>OWNER is indebted to CREDITOR in the sum of $____(____ _________&amp;___/100 dollars) for a note;<br />
to secure repayment of the debt, OWNER pledges to CREDITOR ______ shares of _________ stock of ______________________.</p>
<p>OWNER agrees to execute all necessary documents to perfect the pledge.</p>
<p>Dated: _________________________________________</p>
<p>______________________________________________________________<br />
Owner</p>
<p>______________________________________________________________<br />
Creditor</p>
<p><strong>Pledge of Stock, Simple<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  This Pledge format is intended for a creditor to get additional collateral from a debtor, usually in default when agreeing to this additional requirement, in consideration of not foreclosing on the loan in question.  The regular Stock Pledge agreement should be used, if possible, by a creditor; the reason this is used is to get a quick signature with the paperwork to follow.</p>
<p>1. Make multiple copies.  Give one to each party.  The creditor should follow up with the standard Stock Pledge Agreement after this one has been signed, sealed, and delivered to them.</p>
]]></content:encoded>
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		</item>
		<item>
		<title>Private Placement Memorandum</title>
		<link>http://www.getfreelegalforms.com/private-placement-memorandum/</link>
		<comments>http://www.getfreelegalforms.com/private-placement-memorandum/#comments</comments>
		<pubDate>Sat, 28 Feb 2009 18:58:16 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Investments]]></category>
		<category><![CDATA[Private Placement Memorandum]]></category>
		<category><![CDATA[Private Placement Memorandum Document]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=725</guid>
		<description><![CDATA[Private Placement Memorandum CONFIDENTIAL To: _______________ Offering of $ _________________, ______________________, Offered at ________________________ Per share. Name: _________________________ Memorandum Identification Number: _____________ ________________________ was formed on ___________________________ as a new _____________________ corporation. Information concerning initial directors: ________________________________________________________________ This corporation is formed for the purpose of: ________________________________________________________________ The interests are speculative in nature; they are subject [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Private Placement Memorandum</strong></p>
<p>CONFIDENTIAL</p>
<p>To:</p>
<p>_______________ Offering of $ _________________, ______________________, Offered at ________________________ Per share.</p>
<p>Name: _________________________ Memorandum Identification Number: _____________</p>
<p>________________________ was formed on ___________________________ as a new _____________________ corporation.</p>
<p>Information concerning initial directors:<br />
________________________________________________________________</p>
<p>This corporation is formed for the purpose of:<br />
________________________________________________________________</p>
<p>The interests are speculative in nature; they are subject to certain restrictions on transfer which may result in the lack of a ready market for resale; they are subject to certain material risks; there are material income tax considerations associated with their purchase; and, the operation of the corporation may involve transactions between the corporation and the founders which could result in conflicts of interest. (Please see “Risk Factors.”)</p>
<p>This offering will result in $ ________ (_________________ &amp; ___/100 dollars) cash to the corporation.</p>
<p>This Memorandum supersedes any and all previous information supplied by the corporation.  It has been prepared solely for the benefit of persons interested in the proposed private placement of the shares offered hereby, and any reproduction or distribution of this Memorandum in whole or in part, or the divulgence of any of its contents without the prior written consent of the corporation, is prohibited.  By accepting delivery of this Memorandum, the recipient agrees to return it and all enclosed documents to the corporation if the recipient does not purchase the interests offered in this Memorandum.  Only the information expressly set forth in this Memorandum, or contained in documents furnished by the corporation upon request, may be relied upon in connection herewith. All recipients of this document have been required to execute a prior “non-disclosure” agreement. This document and all exhibits is a trade secret and confidential.</p>
<p>This Memorandum does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorized.  In addition, this Memorandum constitutes an offer only if a name and memorandum identification number appear in the appropriate spaces provided on the cover page, and then only to such person.</p>
<p>Prospective investors should carefully consider that there are tax risks associated with this offering.</p>
<p>Prospective investors are not to construe the contents of this Memorandum, or any prior or subsequent communication from the corporation, its affiliates, or agents, as legal or tax advice.  Each prospective investor should consult his own counsel and accountant as to tax matters and related matters concerning this investment.</p>
<p>The interests are offered only to a limited number of persons who have knowledge and experience in financial and business matters, who are capable of evaluating and bearing the economic risks of this investment, and who are acquiring these interests for investment purposes and not with a view to a resale or distribution.  These securities are issued in reliance on the exemption from registration granted by _____________________ law.   Exemptions from registration afforded by the Securities Act of l933 and similar statutes in the states in which this offering is made may also apply.  The interests may not be transferred in the absence of an effective registration statement or an opinion of counsel acceptable to the corporation’s counsel that an exemption from registration is available.</p>
<p>No person is authorized to give any information or to make any representation relative to this offering that is not contained in this Memorandum.  Any information or representation not contained herein must not be relied upon as having been authorized by the corporation. Except as otherwise indicated, this private placement memorandum speaks as of the date on the cover page.   Neither the delivery of this private placement memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the corporation since the respective dates at which the information is given herein or the date hereof.</p>
<p>THE OFFERING<br />
The offering consists of ________ shares of ________ par, ______________________ at $ _______ at ________ per share.</p>
<p>The shares will be offered for a period of ____________ which period may be extended at the discretion of the corporation. The corporation may subscribe to the shares offered hereby.</p>
<p>The shares will be evidenced by certificates executed by the president and secretary of the corporation.  The shares offered hereby will be sold only to those persons who take such shares for investment and not with a view to offer for sale, or for resale, in connection with the distribution or any transfer thereof.  No shares will be sold to any person unless such person represents and warrants to the corporation that he is not participating, directly or indirectly, in a distribution or transfer of such shares, nor participating, directly or indirectly, in the underwriting of any such distribution or transfer of such shares.  Each person purchasing shares pursuant to this Memorandum will also be required to warrant and represent to the corporation that he will not act in any way that would constitute him to be an underwriter within the meaning of the Securities Act of l933.</p>
<p>The shares will carry preemptive rights for purchase of any secondary offerings. In addition investors will be required to execute a shareholders agreement providing a right of first refusal to other shareholders and to the corporation upon any resale.</p>
<p>USE OF PROCEEDS<br />
The proceeds from the offering described in this Memorandum will be used to fund:<br />
________________________________________________________________</p>
<p>CONFLICTS OF INTEREST<br />
Because the founders may, on behalf of the corporation, engage in transactions with himself or affiliates, prospective shareholders should recognize that such transactions might place the trustees of the corporation in “conflicts of interest” situations. A summary of the agreements to be entered into is attached hereto.</p>
<p>RISK FACTORS<br />
The purchase of the shares involves certain risk factors. It is suitable only for persons of adequate means who have no need for liquidity in a portion of their investments.  The following risk factors should be considered before making an investment decision; they are not a complete list:</p>
<p>Tax treatment of the investment.  Tax treatment of the results of this investment will vary by investor.  There is the risk in any venture that the tax treatment desired by investors or the venture will not occur, or that the tax rules will change.</p>
<p>Long-term Nature of Investment.  Potential investors should be aware of the long-term nature of the investment in the corporation.  Each investor must warrant that he is purchasing the shares for investment purposes and not for resale.  Also, transfer of the shares will not be permitted without the receipt of an opinion of counsel, acceptable to the Board of Directors of the company as well as company counsel that such transfer would not violate applicable securities laws.  Such an opinion may not be available unless the corporation elects to register under applicable securities laws.  The corporation presently has no plans to so register.  Even if transfer were possible it is likely that no market would exist for the shares.  Because the success or failure of the venture may not be known for many years, an investor may find himself the owner of an interest which may not be profitable, and which he cannot transfer.</p>
<p>Indemnification of the Management and Board of Directors. Agents and directors of the corporation are, subject to certain conditions, to be indemnified by the corporations against certain liabilities.</p>
<p>Absence of Independent Counsel.  Unless an individual investor’s counsel has reviewed this Memorandum and advised the investor concerning an investment decision, the shareholders and corporation will not have been represented by independent counsel in connection with this offering.  Interested investors should seek legal and accounting advice from independent persons prior to proceeding. (Please note such advisors must also execute a non-disclosure.)</p>
<p>Dilution of equity.  Predicting the future is difficult. However, reason dictates that there will be a dilution of the equity position of investors in future fund raising, if needed.</p>
<p>Debt to Equity Ratio.  The investment contemplated herein may have a high debt-to-equity ratio.  If later operating revenues decline because products cannot be successfully marketed, there will be a disproportionately severe effect on the values of the corporation interests and the cash flow available for distribution. Risk of decline of the economy. The economy of the world or the United States may return to recession, which could result in the target businesses not committing capital to new products, no matter how attractive.</p>
<p>INVESTOR SUITABILITY STANDARDS<br />
Purchase of the shares offered hereby is suitable only for persons of adequate financial means who have no need for liquidity to the extent of their investment herein.<br />
Prospective purchasers should invest in this offering only after considering the following:<br />
1.  The prospective purchaser of any shares should have a net worth (i.e., total assets in excess of total liabilities) of at least $1,000,000, (individually or combined with a spouse) exclusive of home, furnishings and automobiles; or, the investor should have annual gross income of at least $200,000 or the investor should purchase in excess of $150,000 of this offer, which amount does not exceed 20% of investor’s net worth  (individually or combined with a spouse).<br />
2.  The overall commitment of the prospective purchaser to investments which are not readily marketable or transferable should not be disproportionate to his net worth, and his investment in the shares subscribed to should not cause such overall commitment to become excessive.<br />
3.  The prospective purchaser should have adequate means of providing for his current needs and personal contingencies; should have no need for liquidity in his investment in the shares; and should have the ability to bear the economic risk of this investment; and,<br />
4.  The prospective purchaser, or his offeree or purchaser representative, if any, should have such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of this investment.</p>
<p>HOW TO SUBSCRIBE<br />
The corporate shares offered by this Memorandum are being offered and sold by the corporation.</p>
<p>RESTRICTIONS ON RESALE, READ CAREFULLY<br />
The corporation interests offered hereby have not been registered under the Securities Act of 1933 nor have they been registered by any similar review process in any state.  The corporation has no plans to seek such registration.  Accordingly, the interests must be held indefinitely unless they are subsequently registered under that Act or unless an exemption from such registration is available, and until the corporation has been provided with an opinion of counsel satisfactory to it and its counsel to the effect that registration is not required, and that any such transfer complies with all federal and state securities laws and will not jeopardize the corporation’s status.  Purchasers have no right to require any registration to be effected by the corporation and the corporation is not obligated to supply any shareholder with information necessary to enable them to make sales.</p>
<p>All shareholder certificates issued will bear a restrictive legend which, in substance, will state:  “The interests have been sold in reliance on exemptions from registration afforded by the Securities Act of l933, as well as registration exemptions provided by similar statutes in the various states in which this offering is made.  The interests may not be transferred in the absence of an effective registration statement, or an opinion of counsel acceptable to the corporation’s counsel that an exemption from registration is available.” In addition, the shares shall be endorsed with proper language regarding the first right of refusal held by the corporation and other shareholders.</p>
<p>ACCESS TO ADDITIONAL INFORMATION<br />
The founders offer the opportunity to each potential investor to have access and to review at the corporation’s office, prior to sale, material which would assist an investor in reaching an investment decision.    The founders will also be available, prior to sale, so that potential investors may have the opportunity to ask questions of, and receive answers from, the founder concerning the terms and conditions of the offering, and to obtain any additional information (to the extent the incorporator possess such information or can acquire it without unreasonable effort or expense) which may be necessary to verify the accuracy of the information contained in this Memorandum.</p>
<p>Notices.</p>
<p>Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.</p>
<p>If to the Corporation: _____________________________________________________.</p>
<p>If to the Investor: ___________________________________________________.</p>
<p>No Waiver.</p>
<p>The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.</p>
<p>Entirety of Agreement.</p>
<p>The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.</p>
<p>Governing Law.</p>
<p>This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.</p>
<p>Headings in this Agreement</p>
<p>The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.</p>
<p>Severability.</p>
<p>If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.</p>
<p>In Witness whereof, the parties have executed this Agreement as of the date first written above.</p>
<p>_________________________        _______________________<br />
Corporation                        Investor<br />
Social Security Number:<br />
___________________<br />
Date<br />
<strong></strong></p>
<p><strong>Private Placement Memorandum<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  This document is required for capital raises of private companies.  It is a pro forma agreement that will stand up as well as any with regards to investor litigation.  No document can protect you from litigation in this regard.  They can minimize the negative consequences of such a suit.  As an investor, no document can protect you adequately from a poor choice of investments.  Investors rarely recover on these matters as a practical matter.  Therefore, decide on the practical merits of the investment and do not rely on any documents to “get you whole.”</p>
<p>1. Make multiple copies.  Give one to each investor and keep a record of all signed copies in the corporate records.  Be sure to ratify the acceptance of such investments; have the investors sign for their actual stock certificates.</p>
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		</item>
		<item>
		<title>Debit Your Account, One Time Authorization</title>
		<link>http://www.getfreelegalforms.com/debit-your-account-one-time-authorization/</link>
		<comments>http://www.getfreelegalforms.com/debit-your-account-one-time-authorization/#comments</comments>
		<pubDate>Mon, 23 Feb 2009 21:46:56 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Banking & Collections]]></category>
		<category><![CDATA[Debit Your Account]]></category>
		<category><![CDATA[One Time Authorization]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=877</guid>
		<description><![CDATA[Debit Your Account, One Time Authorization Date: Dear Sir or Madam: You are authorized and directed to debit our Account, named ____________, with our Account number: ______________, for $ ___________ for a one time payment, payable payable to: _________________ (Name), at _____________ (Bank), with account number ________________ and ABA Routing Number _________________.  Please charge our [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Debit Your Account, One Time Authorization</strong></p>
<p>Date:</p>
<p>Dear Sir or Madam:</p>
<p>You are authorized and directed to debit our Account, named ____________, with our Account number: ______________, for $ ___________ for a one time payment, payable payable to: _________________ (Name), at _____________ (Bank), with account number ________________ and ABA Routing Number _________________.  Please charge our account any fees to accomplish this transaction.</p>
<p>This shall be your good and sufficient authority for doing so.</p>
<p>Best regards,</p>
<p>_____________<br />
Authorized Signer of Account<br />
cc Recipient of debit</p>
<p><strong>Debit Your Account, One Time Authorization<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  Debiting accounts has become a quick way to transfer funds to pay obligations and can bring advantages to both parties.  Be sure the signer is an authorized signer of the account being debited.  You are advised to use the same form, signed by the same person, to expedite this at your Bank.  After they get to know you, the Bank will often accept a faxed notice versus a hand delivered one.  You do not need a witness since you do not need one for a normal bank check.</p>
]]></content:encoded>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Life Insurance Information, Ratings</title>
		<link>http://www.getfreelegalforms.com/life-insurance-information-ratings/</link>
		<comments>http://www.getfreelegalforms.com/life-insurance-information-ratings/#comments</comments>
		<pubDate>Tue, 10 Feb 2009 16:14:50 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Insurance]]></category>
		<category><![CDATA[form letter]]></category>
		<category><![CDATA[Life Insurance Information Ratings]]></category>
		<category><![CDATA[Life Insurance Information Ratings Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=640</guid>
		<description><![CDATA[Life Insurance Information, Ratings Marketing Department Moody&#8217;s Investors Service 99 Church St. New York, NY 10007 Re: Life Insurance Information Dear Sir or Madam: I understand that your company provides ratings of life insurance companies.  Please explain how information may be obtained regarding a specific company and provide a brochure(s) if available.  Please indicate whether [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Life Insurance Information, Ratings</strong></p>
<p>Marketing Department<br />
Moody&#8217;s Investors Service<br />
99 Church St.<br />
New York, NY 10007</p>
<p>Re: Life Insurance Information</p>
<p>Dear Sir or Madam:</p>
<p>I understand that your company provides ratings of life insurance companies.  Please explain how information may be obtained regarding a specific company and provide a brochure(s) if available.  Please indicate whether ratings information is only available in written form, or whether it can also be obtained by telephone (and if so, please provide the telephone number).</p>
<p>I am interested in obtaining information regarding _______________________.</p>
<p>If there is a charge for the service, please indicate the amount or provide a fee schedule.<br />
Please send this information to me at the address given above.  You may contact me if you have any questions or need additional information.  Thank you for your assistance.</p>
<p>Best regards,</p>
<p>_____________<br />
Signer</p>
<p><strong>Life Insurance Information, Ratings<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  Moody’s provides a first rate ratings system for insurance companies.  It is well worth your while, in the spirit of well care, to write them.</p>
]]></content:encoded>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Stock Pledge</title>
		<link>http://www.getfreelegalforms.com/stock-pledge/</link>
		<comments>http://www.getfreelegalforms.com/stock-pledge/#comments</comments>
		<pubDate>Mon, 09 Feb 2009 18:33:46 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Loans]]></category>
		<category><![CDATA[Stock Pledge]]></category>
		<category><![CDATA[Stock Pledge Fill in Form]]></category>

		<guid isPermaLink="false">http://www.getfreelegalforms.com/?p=638</guid>
		<description><![CDATA[Stock Pledge _____________, referred to as OWNER, and _____________, referred to as CREDITOR, agree: OWNER is indebted to CREDITOR in the sum of $_______(____________ _________&#38;___/100 dollars) for unpaid balance for purchase of the stock; to secure repayment of the debt, OWNER pledges to CREDITOR ______ shares of ______ stock of __________________. OWNER agrees to execute [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Stock Pledge</strong></p>
<p>_____________, referred to as OWNER, and _____________, referred to as CREDITOR, agree:</p>
<p>OWNER is indebted to CREDITOR in the sum of $_______(____________ _________&amp;___/100 dollars) for unpaid balance for purchase of the stock;<br />
to secure repayment of the debt, OWNER pledges to CREDITOR ______ shares of ______ stock of __________________.</p>
<p>OWNER agrees to execute all necessary documents to perfect the pledge.</p>
<p>So long as OWNER is indebted to CREDITOR, the CREDITOR shall have the right to vote the shares.</p>
<p>CREDITOR shall be entitled to any dividends, and CREDITOR shall credit the debt with the amount of the dividends collected.  CREDITOR may optionally reinvest the dividends, and any shares so purchased shall be subject to the pledge.</p>
<p>If OWNER is current in the obligation underlying this pledge, CREDITOR will release portions of the pledged stock as follows:<br />
$______(_______________&amp;____/100 dollars) per share.</p>
<p>Dated: _________________________________________</p>
<p>______________________________________________________________<br />
Creditor</p>
<p>______________________________________________________________<br />
Owner<br />
<strong></strong></p>
<p><strong>Stock Pledge<br />
Review List</strong></p>
<p>This review list is provided to inform you about this document in question and assist you in its preparation.  Stock pledges are customary vehicles to provide lenders with liquidity should a loan go bad, should your stock be publicly traded.  It provides some comfort, in any event, even with private stock.  There is substantial risk in making a stock pledge because, if the loan goes bad, the stock can be sold at an inopportune time for a publicly traded stock and at a severely discounted price if it is in a private company.  For the lender, stock pledges are a very valuable commodity for the same reasons they are problematic for the prospective debtor.</p>
<p>1. Make multiple copies.  Give one to each party.  Keep the paperwork in the related files.</p>
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</rss>

