The parties hereby acknowledge, ratify, and confirm the formation of a limited liability company under the name [Name of LLC], LLC (the "Company"), formed pursuant to the laws of the State of [State of Formation] and governed by this Agreement.

The Company shall conduct its business under the name set forth above, or under such other name or names, including trade names or fictitious names, as the Managing Member or Members may from time to time designate upon compliance with applicable law.

The Articles of Organization (or Certificate of Formation, as applicable) filed with the appropriate governmental authority of the State of [State of Formation] are hereby ratified and adopted, and the Members shall promptly execute, acknowledge, and cause to be filed any further instruments or amendments that may be necessary or appropriate to perfect, maintain, or evidence the Company's existence.

The rights, duties, powers, liabilities, and obligations of the Members and the Company shall be as provided in this Agreement and, to the extent not inconsistent herewith, under the applicable limited liability company statute of the State of [State of Formation] (the "Act"). In the event of any conflict between the provisions of this Agreement and the non-mandatory provisions of the Act, this Agreement shall control.

The Members shall from time to time execute or cause to be executed all such certificates, qualifications to do business, or other documents and shall do or cause to be done all such filings, recordings, publishings, or other acts as the Managing Member or Members deem necessary or appropriate to comply with the laws of any jurisdiction in which the Company transacts business.

No Member, by virtue of this Agreement, shall be deemed to have conferred upon any other Member any authority to act on behalf of such other Member outside the scope of the Company's business and affairs.

The Company is formed for the purpose of engaging in [Description of Business Purpose], and any and all lawful acts and activities for which limited liability companies may be organized under the laws of the State of [State of Formation].

In furtherance of its purposes, the Company shall possess and may exercise all of the powers and privileges granted to it by the Act, by any other law, or by this Agreement, together with any powers incidental thereto, so far as such powers or privileges are necessary, convenient, or appropriate to the conduct, promotion, or attainment of the business, purposes, or activities of the Company.

The Company shall have the power to enter into, make, perform, and carry out contracts of every kind and description with any person or entity necessary to or in furtherance of the Company's business.

The Company shall have the power to acquire, own, hold, improve, operate, lease, mortgage, pledge, sell, convey, or otherwise dispose of real and personal property of every nature, tangible or intangible.

The Company shall have the power to borrow or raise money, incur indebtedness, guarantee obligations of others when reasonably necessary for the furtherance of the Company's purposes, and secure the payment of any such obligations by mortgage, pledge, or other encumbrance of all or any part of the Company's assets.

The Company shall have the power to sue and be sued, complain and defend, in its own name, and to appoint and employ officers, agents, attorneys, accountants, and other professional advisors as the Members deem necessary or appropriate.

Notwithstanding the foregoing, the Company shall not engage in any business or activity that is unlawful under the laws of the United States or any state in which the Company does business.

The principal office of the Company shall be located at [Principal Office Address], or at such other location within or without the State of [State of Formation] as the Managing Member or Members may from time to time designate.

The Company may maintain such additional offices or places of business within or without the State of [State of Formation] as the Managing Member or Members may deem necessary or appropriate for the conduct of the Company's business.

The name of the initial registered agent of the Company shall be [Name of Registered Agent], whose office address is [Registered Agent Address], being the registered office of the Company for service of process and other legal notices.

The Members may at any time change the registered agent or the registered office of the Company by causing to be filed with the [Secretary of State / applicable filing office] of the State of [State of Formation] the appropriate statement or amendment required by law.

All books, records, and documents required to be maintained by the Company under this Agreement or the Act shall be kept at the principal office of the Company, unless otherwise designated by the Managing Member.

Notices required or permitted to be given to the Company shall be delivered to the principal office or to such other address as the Company may designate in writing from time to time.

The term of the Company commenced upon the filing of the Articles of Organization (or Certificate of Formation) with the [Secretary of State / applicable filing office] of the State of [State of Formation] and shall continue in perpetuity, unless sooner terminated or dissolved in accordance with the provisions of this Agreement or as otherwise required by law.

The existence of the Company as a separate legal entity shall continue until the cancellation of the Articles of Organization (or Certificate of Formation) as provided under the Act.

Neither the death, retirement, resignation, withdrawal, expulsion, bankruptcy, dissolution, insolvency, nor the occurrence of any other event affecting any Member shall of itself cause the dissolution of the Company, except as expressly provided herein or as required by applicable law.

Upon the occurrence of any event that would otherwise cause the dissolution of the Company under the Act, the remaining Members may elect, by unanimous written consent, to continue the business of the Company.

The Members may, by unanimous written agreement, extend, shorten, or otherwise modify the duration of the Company in accordance with the provisions hereof and of applicable law.

The Members of the Company as of the Effective Date are Member One and Member Two, each of whom is admitted as a Member upon the execution of this Agreement.

Each Member shall contribute to the capital of the Company, in cash only, the amount set forth opposite such Member's name below, which contributions shall be made in immediately available funds on or before [Contribution Due Date]:

Member One: [Amount of Capital Contribution]

Member Two: [Amount of Capital Contribution]

No Member shall be required to make any additional capital contributions beyond the initial contributions set forth herein; provided, however, that the Members may, by mutual written agreement, agree to make additional capital contributions to the Company upon such terms as they shall mutually determine.

In the event that the Members unanimously agree to call for additional capital contributions, each Member shall contribute additional cash in proportion to such Member's then-current Ownership Percentage. Failure or refusal of a Member to make any such agreed additional contribution shall not render such Member liable to the Company or any other Member beyond the forfeiture or dilution remedies that the Members may mutually agree upon in writing at the time of such additional call.

No Member shall be entitled to interest on any capital contribution made to the Company, nor shall any Member be entitled to withdraw or demand the return of any portion of its capital contribution except as expressly provided in this Agreement or upon dissolution of the Company.

A capital account shall be established and maintained for each Member in accordance with generally accepted accounting principles and, where applicable, the rules governing the maintenance of capital accounts under the United States Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

No Member shall be personally liable for the debts, liabilities, contracts, or any other obligations of the Company solely by reason of being a Member, except to the extent of such Member's capital contributions actually made or agreed to be made to the Company.

The Members shall have the following initial Ownership Percentages and Membership Interests in the Company:

Member One: [Ownership Percentage]%

Member Two: [Ownership Percentage]%

The Membership Interests represent the entire ownership interest of each Member in the Company, including, without limitation, each Member's rights to allocations of profits and losses, distributions of cash and property, voting rights, and all other rights and obligations as a Member under this Agreement and the Act.

The Ownership Percentages of the Members may be adjusted only upon (i) the admission of additional Members in accordance with this Agreement, (ii) the transfer of any Membership Interest in accordance with this Agreement, (iii) the withdrawal, redemption, or expulsion of a Member in accordance with this Agreement, or (iv) the unanimous written consent of all Members.

Membership Interests shall not be represented by certificates unless the Members, by unanimous written consent, elect to issue such certificates in a form approved by the Members.

Each Member hereby acknowledges that its Membership Interest constitutes personal property, and no Member shall have any direct interest in any specific property owned by the Company.

Except as otherwise expressly set forth in this Agreement or required by applicable law, no Member shall have any preemptive, preferential, or similar right to subscribe for or acquire any additional Membership Interests or other securities of the Company.

The profits and losses of the Company for each fiscal year (or portion thereof) shall be allocated among the Members in proportion to their respective Ownership Percentages as of the end of such fiscal year (or such portion thereof), subject to any special or regulatory allocations required by the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

For purposes of this Agreement, "profits" and "losses" shall mean, for each fiscal year or other period, the taxable income or loss of the Company for such period, as determined in accordance with applicable federal income tax principles, with such adjustments as the Members or their accountant may deem necessary or appropriate.

All items of income, gain, loss, deduction, credit, and tax preference of the Company shall be allocated among the Members in the same proportion as the profits or losses to which such items relate are allocated.

In the event that any Ownership Percentages are changed during a fiscal year by reason of admission of a new Member, transfer, redemption, or otherwise, the allocation of profits and losses for such fiscal year shall be made among the Members in accordance with their respective varying Ownership Percentages during such fiscal year, using any method permitted under applicable federal income tax law that is selected by the Members.

Notwithstanding the foregoing, allocations shall be adjusted as necessary to comply with the "qualified income offset," "minimum gain chargeback," and other regulatory allocation provisions required under the Treasury Regulations to ensure that the allocations hereunder have substantial economic effect or are otherwise respected for federal income tax purposes.

If any such regulatory allocation is made, subsequent allocations of profits and losses shall be adjusted among the Members, to the extent possible, so that the net amount of allocations to each Member is equal to the amount that would have been allocated to such Member had no regulatory allocations occurred.

Each Member shall be responsible for the payment of all federal, state, and local income taxes attributable to such Member's allocable share of the Company's profits and other taxable items.

Distributions of available cash of the Company, if any, shall be made to the Members at such times and in such amounts as the Managing Member shall from time to time determine, after taking into account the Company's reasonably anticipated operating expenses, debt service obligations, capital expenditures, and prudent reserves.

All distributions, whether of cash or other property, shall be made to the Members in proportion to their respective Ownership Percentages at the time of such distribution, except as otherwise expressly provided in this Agreement or as required by applicable law.

The Managing Member shall use commercially reasonable efforts to cause the Company to distribute to each Member, on or before [Tax Distribution Date] of each year, an amount of cash sufficient to enable each Member to pay the federal, state, and local income taxes reasonably estimated to be attributable to such Member's allocable share of the Company's taxable income for the preceding fiscal year (such distributions, "Tax Distributions"), subject to the availability of cash and the Company's obligations to its creditors.

No distribution shall be made if, after giving effect thereto, the Company would be insolvent or otherwise prohibited from making such distribution under applicable law.

In the event of any dissolution of the Company, distributions shall be made in accordance with the provisions set forth in the section captioned "Dissolution and Winding Up."

No Member shall have the right to demand or receive any distribution in any form other than cash, except upon the dissolution and winding up of the Company and only as expressly provided herein.

If any Member receives a distribution in violation of this Agreement or applicable law, such Member shall promptly return such distribution to the Company upon written demand.

The Company shall be managed by one or more Managing Members (each, a "Managing Member") designated by the Members. The initial Managing Member(s) shall be [Name(s) of Initial Managing Member(s)].

The Managing Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business, subject only to the limitations expressly set forth in this Agreement.

Without limiting the generality of the foregoing, the Managing Member shall have the authority to: (i) enter into, execute, and perform contracts, agreements, and other instruments on behalf of the Company; (ii) acquire, lease, sell, transfer, or otherwise dispose of Company assets in the ordinary course of business; (iii) open and maintain bank accounts and designate signatories thereon; (iv) hire, retain, and discharge employees, agents, independent contractors, attorneys, and accountants; (v) obtain insurance for the Company; and (vi) pay all expenses, debts, and obligations of the Company.

Notwithstanding the foregoing, the following matters shall require the affirmative vote or written consent of the Members holding a simple majority of the Ownership Percentages (except as otherwise provided herein): (i) the sale, lease, exchange, or other disposition of all or substantially all of the Company's assets; (ii) the merger, consolidation, or conversion of the Company; (iii) any amendment to this Agreement or the Articles of Organization; (iv) the admission of additional Members; (v) the incurrence of indebtedness in excess of [Threshold Amount]; and (vi) the dissolution of the Company.

The Managing Member shall discharge its duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Managing Member reasonably believes to be in the best interests of the Company.

The Managing Member may be removed, with or without cause, by the affirmative vote or written consent of Members holding a simple majority of the Ownership Percentages (excluding, for purposes of such vote, any Ownership Percentage held by the Managing Member being removed).

The Managing Member shall be entitled to such compensation, if any, for services rendered to the Company as may be approved from time to time by the Members, and shall be reimbursed for all reasonable out-of-pocket expenses incurred on behalf of the Company.

Members who are not Managing Members shall not take part in or interfere with the management of the Company's business and shall have no authority or power to act for or bind the Company, except as expressly provided in this Agreement.

Except as otherwise expressly provided in this Agreement or required by applicable law, all actions, decisions, consents, and approvals required or permitted to be made or given by the Members shall require the affirmative vote or written consent of Members holding a simple majority of the Ownership Percentages (a "Majority Vote").

Each Member shall be entitled to cast a number of votes equal to such Member's Ownership Percentage on all matters submitted to a vote of the Members.

Meetings of the Members may be called by any Managing Member or by any Member holding at least [Percentage]% of the Ownership Percentages, upon not less than [Number] days' prior written notice to all Members specifying the time, place, and purpose of the meeting; provided, however, that notice may be waived in writing by any Member before, at, or after the meeting.

Members may participate in any meeting by means of telephone conference, video conference, or similar communications equipment through which all persons participating in the meeting can hear and communicate with each other, and such participation shall constitute presence in person at such meeting.

Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if a written consent setting forth the action so taken is signed by Members holding the requisite number of Ownership Percentages necessary to approve such action.

A quorum for the transaction of business at any meeting of the Members shall consist of Members holding not less than a simple majority of the Ownership Percentages.

Notwithstanding any other provision of this Agreement, the following actions shall require the unanimous written consent of all Members: (i) any amendment to this Agreement that disproportionately and adversely affects any Member relative to other Members; (ii) any change in the nature of the Company's business; and (iii) any requirement that a Member make additional capital contributions beyond those initially agreed.

The Company shall maintain complete and accurate books of account and records relating to the business, affairs, and financial condition of the Company at its principal office or at such other place as the Managing Member may designate, which books and records shall be maintained in accordance with sound accounting principles consistently applied.

The books and records of the Company shall include, at a minimum, (i) a current list of the full name and last known address of each Member and Managing Member; (ii) a copy of the Articles of Organization and all amendments thereto; (iii) copies of the Company's federal, state, and local income tax returns and financial statements for the three most recent fiscal years, or for all prior years if the Company has not been in existence for three years; (iv) a copy of this Agreement and all amendments hereto; and (v) records of each Member's capital contributions and capital account balances.

The fiscal year of the Company shall be the calendar year, unless otherwise determined by the Managing Member in accordance with applicable law and tax regulations.

Each Member and such Member's duly authorized representatives shall have the right, upon reasonable prior written notice and at reasonable times during normal business hours, to inspect and copy the books and records of the Company for any purpose reasonably related to such Member's interest in the Company, at such Member's own expense.

The Managing Member shall cause to be prepared and delivered to each Member, within [Number] days after the end of each fiscal year, (i) financial statements of the Company for such fiscal year, and (ii) such information as is necessary for the preparation of each Member's federal, state, and local income tax returns.

The method of accounting employed by the Company shall be determined by the Managing Member, subject to the requirements of applicable law and the Internal Revenue Code.

The Managing Member shall cause all federal, state, and local tax returns and reports of the Company to be timely prepared and filed, and shall designate a "partnership representative" (or equivalent) for federal income tax purposes as required under applicable law.

All funds of the Company shall be deposited in one or more accounts in the Company's name at such banks or other financial institutions as the Managing Member shall designate, and withdrawals therefrom shall be made upon such signatures as the Managing Member shall authorize.

No Member shall sell, assign, transfer, pledge, encumber, hypothecate, or otherwise dispose of all or any portion of such Member's Membership Interest, whether voluntarily, involuntarily, or by operation of law (any such disposition, a "Transfer"), except in accordance with the provisions of this section.

In the event any Member (the "Selling Member") receives a bona fide written offer from a third party (the "Offeror") to purchase all or any portion of such Selling Member's Membership Interest, which the Selling Member desires to accept, the Selling Member shall first deliver to the other Members (the "Non-Selling Members") a written notice (the "Transfer Notice") setting forth (i) the identity of the Offeror, (i) the Membership Interest proposed to be transferred (the "Offered Interest"), (iii) the purchase price offered by the Offeror, which shall be payable in cash or cash equivalents, and (iv) all other material terms and conditions of the proposed Transfer.

The Non-Selling Members shall have the right of first refusal, exercisable by written notice delivered to the Selling Member within [Number] days after receipt of the Transfer Notice (the "Election Period"), to purchase all (but not less than all) of the Offered Interest upon the same terms and conditions as those set forth in the Transfer Notice. If more than one Non-Selling Member elects to purchase the Offered Interest, each electing Non-Selling Member shall be entitled to purchase a portion of the Offered Interest in proportion to such Non-Selling Member's Ownership Percentage relative to the aggregate Ownership Percentages of all electing Non-Selling Members.

If the Non-Selling Members do not elect to purchase all of the Offered Interest within the Election Period, the Selling Member may, within [Number] days after the expiration of the Election Period, transfer the Offered Interest to the Offeror upon the terms and conditions set forth in the Transfer Notice. Any proposed Transfer upon terms more favorable to the Offeror than those set forth in the Transfer Notice, or any Transfer not consummated within such [Number]-day period, shall again be subject to the right of first refusal set forth herein.

Any transferee of a Membership Interest shall acquire only the economic rights (i.e., the right to receive allocations of profits and losses and distributions) associated with the transferred Membership Interest and shall not be admitted as a Member of the Company unless and until (i) the transferee executes an instrument reasonably satisfactory to the remaining Members pursuant to which the transferee agrees to be bound by all provisions of this Agreement, and (ii) the remaining Members unanimously consent in writing to the admission of the transferee as a Member.

Any Transfer or attempted Transfer in violation of this section shall be null and void ab initio and of no force or effect, and the Company shall not recognize any such purported Transfer for any purpose.

Notwithstanding the foregoing, a Member may transfer all or any portion of such Member's Membership Interest to a Permitted Transferee without being subject to the right of first refusal, provided that such Permitted Transferee executes an instrument agreeing to be bound by this Agreement. "Permitted Transferee" means [Permitted Transferees, e.g., immediate family members, trusts for the benefit of a Member or such Member's immediate family, or wholly-owned entities].

A Member may voluntarily withdraw or resign from the Company only upon not less than [Number] days' prior written notice to the Company and to all other Members, and such withdrawal or resignation shall be effective only upon the expiration of such notice period or such later date as may be specified in the notice.

A Member who withdraws or resigns in accordance with this Agreement shall thereafter have no further rights as a Member, except for the right to receive any distributions or payments to which such Member may be entitled hereunder, and such Member's Membership Interest shall be subject to purchase by the remaining Members or the Company as hereinafter provided.

Upon the voluntary withdrawal or resignation of a Member, the remaining Members shall have the option, exercisable within [Number] days after the effective date of the withdrawal, to purchase the withdrawing Member's Membership Interest at a price equal to the fair market value thereof as of the effective date of withdrawal, as determined by mutual agreement of the Members or, failing such agreement, by an independent appraiser mutually selected by the parties, whose determination shall be final and binding.

The purchase price for the Membership Interest of a withdrawing Member shall be paid in [cash in a lump sum / equal monthly installments over a period of [Number] months, with interest at the rate of [Interest Rate]% per annum on the unpaid balance], at the election of the purchasing party or parties.

A Member who withdraws or resigns in breach of this Agreement shall be liable to the Company and the other Members for any damages, losses, or expenses resulting from such wrongful withdrawal, and the Company may offset such damages against any amounts otherwise payable to the withdrawing Member.

No withdrawing or resigning Member shall be entitled to receive any distribution in kind of Company property, nor shall such Member have any right to require partition of any Company property.

If, following a withdrawal, there remains only one Member of the Company, such remaining Member may elect, by written notice, to (i) continue the Company as a single-member limited liability company, or (ii) dissolve the Company in accordance with the provisions of this Agreement.

Additional Members may be admitted to the Company only upon the affirmative written consent of Members holding a simple majority of the Ownership Percentages, except as otherwise provided herein.

Any prospective additional Member shall, as a condition to admission, (i) execute a counterpart or joinder to this Agreement, thereby agreeing to be bound by all terms and provisions hereof, (ii) make such capital contribution (in cash) as may be required by the Members as a condition to admission, and (iii) deliver such other documents and instruments as the Members may reasonably require.

Upon the admission of an additional Member, the Ownership Percentages of the existing Members shall be adjusted in such manner as the existing Members and the additional Member shall mutually agree in writing, which agreement shall be reflected by an appropriate amendment to this Agreement.

The admission of an additional Member shall not, by itself, cause the dissolution of the Company or alter the continuity of its business.

No person shall be deemed admitted as a Member of the Company until all of the conditions set forth in this section have been satisfied in full.

The Company shall promptly update its books and records to reflect the admission of any additional Member and the corresponding adjustment to Ownership Percentages.

The Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events: (i) the written consent of Members holding not less than a simple majority of the Ownership Percentages; (ii) the sale, exchange, or other disposition of all or substantially all of the assets of the Company; (iii) the entry of a decree of judicial dissolution under the Act; or (iv) any other event causing dissolution under the Act and not waived by the Members as permitted herein.

Upon the occurrence of a dissolution event, the Managing Member (or, if there is no Managing Member, a liquidator selected by Majority Vote of the Members) shall act as the liquidating trustee and shall proceed to wind up the business and affairs of the Company in an orderly manner.

In connection with the winding up of the Company, the liquidating trustee shall (i) collect and sell or otherwise dispose of the Company's assets in such manner as the liquidating trustee deems appropriate, (ii) prosecute and defend lawsuits, (iii) settle and close the Company's business, and (iv) take such other actions as may be necessary or appropriate to wind up the Company's affairs.

The proceeds of liquidation and the remaining assets of the Company shall be distributed in the following order of priority: first, to the payment and discharge of all of the Company's debts and liabilities to creditors other than the Members (including the establishment of such reserves as the liquidating trustee deems reasonably necessary for contingent or unforeseen liabilities); second, to the payment and discharge of debts and liabilities owed to the Members (other than for capital and profits); and third, to the Members in accordance with their respective positive capital account balances, after giving effect to all contributions, distributions, and allocations for all periods.

The liquidating trustee shall file all notices and reports required by law, including the appropriate certificate of cancellation or articles of dissolution with the [Secretary of State / applicable filing office] of the State of [State of Formation], and shall take all other actions reasonably necessary to terminate the Company's existence.

Upon completion of the winding up, the Members shall be deemed to have released all claims against the Company and each other arising from matters related to the dissolution, except for claims based upon fraud, willful misconduct, or breach of this Agreement.

No Member shall have any liability to any other Member or to the Company for any deficit balance in such Member's capital account upon dissolution, except to the extent otherwise required by this Agreement or applicable law.

To the fullest extent permitted by applicable law, the Company shall indemnify, defend, and hold harmless each Member, Managing Member, and officer of the Company (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, judgments, fines, settlements, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or in connection with any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such Indemnified Person is or was acting in such capacity on behalf of the Company.

Notwithstanding the foregoing, no Indemnified Person shall be entitled to indemnification hereunder with respect to any matter as to which such Indemnified Person is finally adjudicated to have engaged in fraud, willful misconduct, gross negligence, or a knowing violation of law, or to have received an improper personal benefit.

Expenses incurred by an Indemnified Person in defending any claim, action, suit, or proceeding subject to indemnification hereunder shall be paid by the Company in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

No Member or Managing Member shall be personally liable to the Company or to any other Member for monetary damages for breach of any duty, except for liability arising from (i) acts or omissions involving intentional misconduct, fraud, or a knowing violation of law, or (ii) any transaction from which such Member or Managing Member derived an improper personal benefit.

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 Managing Member shall be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member or Managing Member.

The Company may purchase and maintain insurance, at its expense, on behalf of any Indemnified Person against any liability asserted against such person and incurred by such person in such capacity, whether or not the Company would have the power to indemnify such person under this section.

The rights of indemnification set forth in this section shall be in addition to, and not in lieu of, any rights to which an Indemnified Person may be entitled under any agreement, vote of the Members, or otherwise, and shall continue as to any person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors, and administrators of such person.

This Agreement, and all rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with, the laws of the State of [State of Formation], without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), shall first be submitted to good faith negotiations between the Members. The Members shall meet, in person or by telephone or video conference, within [Number] days of written notice from one Member to the others of the existence of a Dispute, and shall endeavor in good faith to resolve the Dispute amicably.

If the Dispute is not resolved by negotiation within [Number] days after such notice, the Members shall submit the Dispute to non-binding mediation conducted by a mutually agreed-upon mediator in [City, State]. The costs of mediation shall be borne equally by the parties participating in the mediation.

If the Dispute is not resolved by mediation within [Number] days after the commencement thereof, the Dispute shall be finally resolved by binding arbitration administered by [Arbitration Body, e.g., American Arbitration Association] in accordance with its then-prevailing commercial arbitration rules, by a single arbitrator mutually selected by the parties or, failing such agreement, appointed in accordance with such rules. The arbitration shall be held in [City, State], and the award rendered by the arbitrator shall be final and binding upon the parties and may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, any party may seek interim or provisional relief, including injunctive relief, from a court of competent jurisdiction in the State of [State of Formation] to preserve the status quo or prevent irreparable harm pending the resolution of a Dispute pursuant to this section.

The prevailing party in any arbitration or legal proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

The parties hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury of any Dispute arising out of or relating to this Agreement.

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between or among the parties with respect to such subject matter.

No amendment, modification, or waiver of any provision of this Agreement shall be valid or effective unless in writing and signed by all Members, except as otherwise expressly permitted herein.

No waiver by any party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or any other provision hereof. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

All notices, consents, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when sent by email (with confirmation of transmission), (iii) one business day after being sent by nationally recognized overnight courier service, or (iv) three business days after being deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth in this Agreement or at such other address as such party may designate in writing from time to time.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by facsimile, email in portable document format (PDF), or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

The headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." Pronouns in masculine, feminine, and neuter genders shall be construed to include any other gender, and singular and plural nouns shall be construed to include each other, where appropriate.

Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person other than the parties hereto and their respective successors and permitted assigns any right, remedy, or claim under or by reason of this Agreement.