This Shareholder Agreement (the "Agreement") is made and entered into on __________ (insert date) by and between the following parties:
 
Party A: ____________________________ (insert name of party A)
Address: ____________________________ (insert address of party A)
Represented by: ____________________________ (insert name and title of representative of party A)
 
Party B: ____________________________ (insert name of party B)
Address: ____________________________ (insert address of party B)
Represented by: ____________________________ (insert name and title of representative of party B)
 
WHEREAS, Party A and Party B are shareholders of ____________________________ (insert name of the company);
 
WHEREAS, Party A and Party B desire to enter into an agreement governing their rights and obligations as shareholders of the Company;
 
NOW, THEREFORE, Party A and Party B agree as follows:
 
1. Share ownership. Party A and Party B own ____________________________ (insert percentage of shares owned by each party) of the outstanding shares of the Company.
 
2. Management. The management of the Company shall be vested in ____________________________ (insert management structure).
 
3. Dividends. The Company shall distribute dividends to the shareholders in accordance with their respective ownership interests.
 
4. Transfer of shares. Party A and Party B may not transfer their shares in the Company without the prior written consent of the other party.
 
5. Right of first refusal. If either party wishes to sell their shares in the Company, they must first offer them to the other party at a price and on terms no less favorable than those offered by a third party.
 
6. Tag-along rights. If either party receives an offer to purchase their shares in the Company, the other party shall have the right to tag along and sell their shares on the same terms as the selling party.
 
7. Drag-along rights. If a third party makes an offer to purchase all of the shares of the Company, the selling party may require the other party to join in the sale on the same terms.
 
8. Deadlock resolution. In the event of a deadlock between the parties on a major decision affecting the Company, such as a merger or acquisition, the matter shall be resolved by ____________________________ (insert dispute resolution mechanism).
 
9. Non-competition. During the term of this Agreement, neither party shall engage in any business that competes with the Company.
 
10. Governing law. This Agreement shall be governed by and construed in accordance with the laws of ____________________________ (insert governing law).
 
11. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.
 
12. Amendments. This Agreement may not be amended except in writing and signed by both parties.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
Party A: ____________________________ (insert signature of representative of party A)
Name: ____________________________ (insert name of representative of party A)
Title: ____________________________ (insert title of representative of party A)
Date: ____________________________
 
Party B: ____________________________ (insert signature of representative of party B)
Name: ____________________________ (insert name of representative of party B)
Title: ____________________________ (insert title of representative of party B)
Date: ____________________________