LIMITED LIABILITY COMPANY AGREEMENT (MANAGING MEMBER ORIENTED)

This Limited Liability Company Agreement ("Agreement") is made as of September 11, 2024 (the "Effective Date") by and between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2"). In addition to Party-1 and Party-2, the Agreement is also by and among the limited liability company named below ("Company"), all other initial members (if any) of the Company listed below (who collectively with Party-1 and Party-2 constitute the "Initial Members") and any person admitted as a member of the Company after the Effective Date (each, an "Additional Member", and, together with the Initial Members, the "Members").


This Agreement describes the organization of the Company and the Members' rights and obligations regarding the Company.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree to the following terms and conditions:

1. DEFINITIONS. 

(a) "Act" has the meaning assigned in the section entitled "Formation of Company".

(b) "Certificate" has the meaning assigned in the section entitled "Formation of Company".

(c) "Deliverables" means the deliverables Party-2 provides to Party-1 as described in this Agreement.

(d) "Government Authority" means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession.

(e) "Law" means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any Government Authority.

(f) "Managing Member" means, except as otherwise required by the Act, one of the Member who is appointed as Managing Member by the Members under this Agreement, and who manages and directs the business and affairs of the Company.

(g) "Unit" means an interest of a Member in the Company representing a fractional part of the interests of all Members and having the rights and obligations specified with respect to such Units in this Agreement.

2. FORMATION OF COMPANY.  The Company was formed upon the execution and filing of a certificate of formation (as amended, the "Certificate") with the appropriate office of TEXTFIELD [QR-133] on TEXTFIELD [QR-134], under the applicable Law(s) of that state or commonwealth (as amended by the relevant legislature, the "Act"). 

3. NAME OF COMPANY.  The name of the Company is "TEXTFIELD [QR-135]" or such other name that complies with applicable Law as the Managing Member may select from time to time. 

4. ORGANIZATION.

(a) Initial Members, Contributions and Units.  The names and addresses of the Initial Members of the Company, their capital contributions, and their Units, are as follows: TEXTFIELD [QR-136]

(b) Managing Member.  The initial Managing Member shall be TEXTFIELD [QR-137].

(c) Registered Office.  The registered office of the Company in the state or commonwealth of formation is: . The registered agent of the Company for service of process at such address is: [QR-138]

(d) Officers.  The names and titles of the initial officers of the Company are: TEXTFIELD [QR-139].

5. TERM.  The Company will have perpetual existence unless terminated in accordance with this Agreement.

6. PURPOSE AND POWERS.  The Company is organized for the object and purpose of engaging in all such Lawful transactions and business activities as may be determined from time to time by the Managing Member.  The Company will have any and all powers necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be Lawfully exercised by limited liability companies under the Act.

7. REGISTERED OFFICE, REGISTERED AGENT AND PRINCIPAL OFFICE. The registered office and/or registered agent of the Company may be changed from time to time in the discretion of the Managing Member.  The principal office of the Company shall be at such place as the Managing Member may designate from time to time, and the Company shall maintain records there.  The Company may have such other offices as the Managing Member may designate from time to time.

8. MEMBER AMENDMENTS.  This Agreement shall be amended from time to time to reflect the future admission of each Additional Member, and to reflect any Member ceasing to be a Member.

9. MANAGING MEMBER AND DELEGATION OF AUTHORITY.

(a) Managing Member. Except as otherwise expressly provided for in this Agreement, the Members hereby consent to the exercise by the Managing Member of all such powers and rights conferred on it by the Act with respect to the management and control of the Company.  Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Managing Member, the Members agree that they shall be deemed to have consented to or approved such act or voted on such matter in accordance with the determination of the Managing Member on such act or matter.

(b) Action by Written Consent.  Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.  Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with a Government Authority, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members.  Prompt notice of the taking of any action by the Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. 

(c) Officers.  The Managing Member may, from time to time, designate one or more persons to be officers of the Company.  No officer need be a resident of the state or  commonwealth where the Company was organized, nor need be a Member.  Any officers so designated shall have such authority and perform such duties as the Members may, from time to time, delegate to them.  The Managing Member may assign titles to particular officers and such titles may include descriptive words or phrases to designate the standing, seniority or area of special competence of the officers appointed.  Unless the Managing Member otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office.  Any number of offices may be held by the same individual.  Each officer shall hold office until such officer's successor shall be duly designated and shall qualify or until such officer's earlier death, resignation or removal.  Any officer selected by the Managing Member may be removed with or without cause by the Managing Member, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managing Member or established by contract with the Company. 

10. CONTRIBUTIONS, ADDITIONAL MEMBERS ADMITTED BY MANAGING MEMBER.  As of the Effective Date, the Initial Members made the capital contributions in exchange for the Units stated above. The Company may, but need not, issue certificates to the Members representing the Units held by each Member.  The Members may, but shall not be required to, make additional contributions to the capital of the Company, but no additional contributions to the capital of the Company shall be made without the written consent of the Managing Member.  The Managing Member may admit persons or entities as Additional Members of the Company, and they shall make such contributions of cash, property or services to the Company as shall be determined by the Managing Member at the time of each such admission.  This Agreement shall be amended to reflect any capital contribution made by the Additional Members. All Members acknowledge the rights of the Managing Member to admit Additional Members, even if doing so dilutes the equity value of the prior Members' Units.

11. ALLOCATIONS OF PROFITS AND LOSSES, CAPITAL ACCOUNTS.  The Company's profits and losses will be allocated among the Members pro rata in accordance with the number of outstanding Units held by each Member.  The Company shall maintain a separate capital account for each Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).  For this purpose, the Company may, upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease such capital accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company property.

12. DISTRIBUTIONS.  Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine.  Distributions shall be made to Members pro rata in accordance with the number of outstanding Units held by each Member immediately prior to a distribution. 

13. ASSIGNMENTS OF UNITS.  A Member may assign all or any portion of its Units, or assign, transfer, pledge or otherwise bind any other right or obligation under this Agreement, only: (a) with the consent of the remaining Members, which consent may be given or withheld in each such Member's sole discretion, and (b) upon such assignee's agreement in writing to be bound by this Agreement under the same provisions that apply to the assigning Member.  Upon any such permitted assignment, of Units, the assignee will be admitted to the Company as an Additional Member.

14. DISSOLUTION.  The Company will be dissolved and its affairs will be wound up and terminated only upon: (a) the affirmative vote of each of the Members; or (b) an administrative dissolution or the entry of a decree of judicial dissolution.  Upon dissolution, the Company will be liquidated in an orderly manner by the Members.

15. LIMITATION ON PERSONAL LIABILITY.  The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability solely by reason of being a Member or officer.

16. EXCULPATION AND INDEMNIFICATION.  

(a) Exculpation.  No Member or officer of the Company shall be liable to any other Member, officer, or the Company itself, for any loss suffered by the Company (including, without limitation, errors in judgment) unless such loss is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement.  The Members or officers may consult with counsel and accountants regarding the Company's affairs, and provided such person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Member or officer shall not be liable for any loss suffered by the Company in reliance on such advice.

(b) Right to Indemnification. The term "Claim" means any claim, suit or action by any third party, and the term "Losses" means any damages awarded and fines assessed in any Claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, any amounts due under Claim settlement, and any other costs or expenses incurred in complying with any injunctive or equitable relief or any settlement requirements.  If there is a Claim or any third party investigation that could lead to a Claim, by reason of the fact that the person who is the defendant or is investigated is a Member or officer of the Company, then Company shall indemnify, defend, and hold harmless such person from and against any Claim, and any associated Losses, to the fullest extent permitted by the Act.  However, to the extent a Claim is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement, Company may decline to indemnify, defend and hold harmless such person.  Indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such defendant or person to indemnity hereunder.  It is expressly acknowledged that the indemnification provided could be for negligence or under theories of strict liability.

(c) Appearance as a Witness.  Company shall pay or reimburse reasonable out-of-pocket expenses incurred by a Member or officer of the Company in connection with an appearance as a witness or otherwise in a Claim even if such Member or office is not a named defendant or respondent in the Claim.

17. GENERAL.  Entire Agreement, Amendments with Managing Member Consent. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended in a written document: (a) signed by a majority of the Members, or (b) as expressly required by this Agreement, or (c) as expressly allowed or required by the Act.  However, for any amendment made by a majority of the Members, or made under the Act, consent of the Managing Member is required for any such amendment to be effective.  Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the Laws of TEXTFIELD [QR-27], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in TEXTFIELD [QR-28], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns.  No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.