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Member Managed Operating Agreement
"Need a Member Managed Operating Agreement for a new tech startup with three founding members, incorporating specific provisions for intellectual property rights and a detailed profit-sharing structure based on both capital contribution and sweat equity."
1. Parties: Identification of all members and the company
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of company establishment and structure
5. Members' Rights and Obligations: Core rights and duties of members
6. Management Structure: Decision-making processes and authority
7. Capital Contributions: Initial and ongoing financial commitments
8. Profit and Loss Distribution: Method of allocating profits and losses
9. Transfer of Interests: Rules for transferring membership interests
10. Dissolution: Process for winding up the company
1. Non-Compete Provisions: Restrictions on competitive activities when protecting business interests from member competition
2. Intellectual Property Rights: Ownership and use of IP when IP is significant to the business
3. Banking and Financial Matters: Detailed financial procedures for complex financial operations
4. International Operations: Cross-border business provisions for international businesses
1. Member Details Schedule: Complete information about each member
2. Initial Capital Contributions Schedule: Schedule of initial investments
3. Profit Sharing Ratios Schedule: Detailed breakdown of distribution formulas
4. Company Policies Schedule: Operational procedures and policies
5. Voting Rights Schedule: Detailed voting procedures and weightings
Authors
Articles of Association
Business
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Defaulting Member
Distribution
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Initial Members
Interest
Law
Management Rights
Member
Membership Interest
Operating Profit
Percentage Interest
Person
Profit and Loss
Registered Office
Related Party
Reserved Matters
Resolution
Share
Special Resolution
Subsidiary
Tax
Transfer
Voting Rights
Capital Contributions
Members' Rights and Obligations
Management and Voting
Meetings
Profit and Loss Distribution
Transfer of Interests
Admission of New Members
Withdrawal and Resignation
Removal of Members
Death or Incapacity
Confidentiality
Non-Competition
Intellectual Property
Financial Records and Reporting
Bank Accounts
Tax Matters
Indemnification
Insurance
Dispute Resolution
Amendment Procedures
Dissolution and Winding Up
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
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