Some words in this Agreement have a set meaning. "Applicable LLC Law" means the limited liability company law of [Jurisdiction], as amended from time to time. "Membership Interest" means a Member's entire ownership stake in the Company. This includes the Member's share of profits, losses and distributions, and the Member's rights to vote, receive information and take part in the Company as this Agreement allows. "Percentage" means each Member's share of total Membership Interests, expressed as a percentage, as shown in the Members and Ownership section and updated under this Agreement. "Manager" means the person or persons appointed to manage the Company under the Who Runs the Company section. "Majority in Interest" means Members who together hold more than 50% of all Percentages.

The Company's name is [Company Name], LLC. The Manager may change the name or conduct business under another name, as long as the Manager gives the Members written notice and makes any required filings.

The Company's purpose is to [describe main business activity]. It may also carry on any other lawful business that a limited liability company may carry on under Applicable LLC Law and that the Manager decides is in the Company's interest.

The Company's main office is at [principal office address]. The Manager may move the main office or open other offices at any time.

The Company's registered agent is [name of registered agent], located at [registered agent address]. The Manager may change the registered agent or registered office by making the required filing.

The Company began when its formation document was filed. It will continue until it is ended under the Ending the Company section.

The Company is a separate legal entity from its Members. Nothing in this Agreement makes the Members partners or joint venturers with each other for any purpose other than tax reporting. No Member may act for or bind another Member.

The Members intend this Agreement to control the Company's affairs to the fullest extent Applicable LLC Law allows. If this Agreement conflicts with a rule of Applicable LLC Law that can be changed by agreement, this Agreement controls.

The Company has two Members. They hold the following Membership Interests on the Effective Date: the Managing Member holds [__]% and the Second Member holds [__]%. Together these Percentages total 100%.

Each Member's Percentage is set by that Member's share of total Capital Contributions, as described in the Money Members Put In section. The Manager will update the Members' records whenever a Member's Percentage changes under this Agreement. The Manager will also send each Member a copy of the updated records within [__] days after the change.

No Member is personally liable for the Company's debts, obligations or liabilities just because that Member is a Member or the Manager. A Member's only financial exposure is the Capital Contributions the Member has made or has expressly agreed in writing to make.

Each Member confirms to the other Member and to the Company that it has full power to sign and perform this Agreement. Each Member also confirms that it is acquiring its Membership Interest for its own account and not with a view to reselling it, and that it understands Membership Interests are not freely transferable.

Membership Interests are not represented by certificates unless the Manager decides otherwise. If certificates are issued, they must carry a notice that transfer is restricted by this Agreement.

If a Member is an individual who is married or in a registered partnership, that Member will ask his or her spouse or partner to sign the spousal consent in the signature section. Whether or not the spouse or partner signs, any interest that he or she claims in the Membership Interest remains subject to this Agreement.

A Member who is an entity must tell the Manager in writing within [__] days after any change in who controls it. A change of control of a Member counts as a transfer of that Member's Membership Interest for purposes of the Adding New Members and Transferring Interests section.

The Company is managed by a Manager, not by the Members acting as a group. The Managing Member is appointed as the first Manager. The Managing Member will serve until it resigns or is removed under this section.

The Manager has full authority to run the Company's business and to sign documents and take actions for the Company without the vote or consent of the Members. The only exceptions are the matters this Agreement expressly reserves to the Members. The Manager's authority includes hiring and firing staff, entering into contracts, opening bank accounts, borrowing money in the ordinary course of business up to [amount] per transaction, buying and selling assets in the ordinary course of business, and starting or settling claims up to [amount].

The Manager must get the approval of a Majority in Interest before the Company does any of the following: sells all or substantially all of its assets; merges or converts into another entity; borrows money or gives security over its assets beyond the limits in the previous clause; enters into any transaction with the Manager or its affiliates on terms worse for the Company than arm's-length terms; or changes the nature of the Company's main business.

The Manager may appoint officers, employees and agents with titles and duties the Manager chooses. The Manager may delegate any of its authority to them and may remove them at any time.

The Manager may be removed only for Cause, by written notice from the Second Member. "Cause" means: fraud, theft or embezzlement against the Company; a final court finding of willful misconduct or gross negligence that causes material harm to the Company; or a material breach of this Agreement that the Manager fails to cure within [__] days after receiving written notice describing it. The Manager may resign by giving at least [__] days' written notice. A new Manager will be appointed by a Majority in Interest.

The Manager will receive a management fee of [amount or formula], payable [monthly/quarterly]. The Company will also reimburse the Manager for all reasonable out-of-pocket expenses the Manager pays for the Company. A Majority in Interest may adjust the management fee.

The Manager must devote the time it reasonably believes is needed to manage the Company. It does not have to work for the Company full-time. The Manager and its affiliates may take part in other businesses, including similar ones. Neither the Company nor the other Member has any right to those other businesses or their income, unless the business opportunity was presented to the Manager specifically for the Company.

The Manager must act in good faith and in a manner it reasonably believes is in the Company's best interest. The Manager is not liable to the Company or any Member for any act or failure to act, unless it amounts to fraud, willful misconduct, gross negligence or a knowing breach of this Agreement. The Manager may rely in good faith on the Company's records and on advice from accountants, lawyers and other professionals.

The Company will indemnify the Manager, the Members and their officers, employees and agents against all losses, claims, costs and reasonable legal fees arising from their acts for the Company. It will also advance their legal costs as those costs are incurred. This protection does not cover conduct described in the previous clause as falling outside the Manager's protection. Any person who receives an advance must repay it if a final decision finds that the person was not entitled to indemnification. The Company may buy insurance to cover these obligations.

Each Member has made, or will make by [date], the following initial Capital Contribution: the Managing Member, [describe cash, property or services and the agreed value]; the Second Member, [describe cash, property or services and the agreed value]. "Capital Contribution" means the total cash and the agreed value of any property or services a Member contributes to the Company in exchange for its Membership Interest.

Property contributed instead of cash is valued at the amount the Members agree in writing when it is contributed. If they do not agree, it is valued at the amount set by an independent appraiser chosen by the Manager.

If the Manager decides that the Company needs more money for its business, the Manager may ask the Members to make additional Capital Contributions in proportion to their Percentages. The request must be in writing, give at least [__] days to pay, and explain the reasons for the request. No Member is required to make an additional Capital Contribution unless that Member agrees.

If a Member does not pay all of its share of an additional Capital Contribution on time, the other Member may choose either of the following. It may contribute the unpaid amount itself, in which case the Percentages will be recalculated to reflect each Member's total Capital Contributions. Or it may lend the unpaid amount to the Company, at an annual interest rate of [__]%, to be repaid before any distributions are made to Members.

With the Manager's approval, a Member may lend money to the Company. A loan is not a Capital Contribution and does not change any Percentage. Member loans will carry interest at [__]% per year, or another rate the Manager and the lending Member agree, and will be repaid on the terms they agree in writing.

The Company will keep a separate capital account for each Member. Each capital account will reflect the Member's Capital Contributions, plus that Member's share of profits, minus that Member's share of losses and distributions, in line with generally accepted tax accounting rules.

No Member earns interest on its Capital Contributions. No Member has the right to withdraw, or demand the return of, any Capital Contribution except as this Agreement provides.

The Company's profits and losses for each fiscal year will be allocated among the Members in proportion to their Percentages. If Percentages change during a year, the allocation will be prorated using any reasonable method the Manager chooses.

The Manager decides whether, when and how much cash is available to distribute to the Members. When making that decision, the Manager will consider the Company's operating needs, debts and reserves for future expenses. Every distribution will be made to the Members in proportion to their Percentages on the date of the distribution.

If the Company has enough available cash, the Manager will try to distribute to each Member, at least [__] days before each tax payment deadline, an amount that covers the estimated income tax owed on that Member's share of Company profits. The amount is calculated at an assumed rate of [__]%. Any tax distribution counts as an advance against that Member's other distributions.

The Company will not make a distribution if, afterward, the Company could not pay its debts as they come due, or its total liabilities would exceed the fair value of its assets.

A Member who knowingly receives a distribution that breaks the previous clause must return it to the Company on request.

If the Company must withhold or pay any tax on behalf of a Member, the amount is treated as distributed to that Member. If the amount is more than what that Member would otherwise receive, the Member must repay the difference to the Company within [__] days after being asked.

No Member may demand to receive a distribution in any form other than cash. The Manager may, however, distribute property in kind if all Members receive their share in the same form.

Members vote in proportion to their Percentages. Unless this Agreement requires a different vote, any matter that the Members must decide is approved by a Majority in Interest.

The following actions require the written consent of both Members: dissolving the Company voluntarily, except as allowed in the Ending the Company section; changing a Member's Percentage other than as allowed by this Agreement; requiring a Member to make an additional Capital Contribution; and amending this Agreement in a way that reduces a Member's share of profits, losses or distributions in a different way from the other Member.

The Manager or any Member holding at least [__]% of all Percentages may call a meeting of Members. The person calling the meeting must give written notice of the time, place and purpose at least [__] days before the meeting. Members may attend in person or by video or phone.

A meeting can go ahead only if Members holding a Majority in Interest are present. A Member who attends a meeting waives any objection to the notice unless the Member objects at the start of the meeting.

Members may take any action without a meeting by signing a written consent, including by email or electronic signature. The consent must be signed by Members holding at least the Percentage that would be needed to approve the action at a meeting. The Manager will send a copy of the signed consent to any Member who did not sign it within [__] days.

A Member may vote by written proxy given to any person. The proxy is valid for the period stated in it, or for [__] months if no period is stated.

If the Members cannot reach the vote needed on a matter reserved to the Members, the Manager will keep running the Company in the ordinary course of business while the matter is unresolved. Either Member may then refer the deadlock to the process in the Governing Law and Dispute Resolution section.

No Member may sell, give away, assign, pledge or otherwise transfer all or part of its Membership Interest without the approval of a Majority in Interest, except as this section allows. Any transfer that breaks this section has no effect, and the Company will not recognize it.

A Member may transfer its Membership Interest without approval to a trust or entity that the Member wholly controls for estate planning or tax purposes, as long as the Member gives written notice to the other Member and the transferee signs a joinder agreeing to be bound by this Agreement. If the transferring Member later loses control of the transferee, the Membership Interest must be transferred back to the Member.

Before a Member transfers its Membership Interest to an outside party, it must first offer that interest in writing to the other Member, at the same price and on the same terms as the outside offer. The other Member then has [__] days to accept all or part of the offered interest. If the other Member does not accept, the selling Member may sell to the outside party within the next [__] days, at a price and on terms no better for the buyer than those offered to the other Member, and subject to the approval required by this section.

If Members holding more than 50% of all Percentages agree to sell all of their Membership Interests to an unrelated buyer in a good-faith sale, they may require the other Member to sell its Membership Interest to that buyer on the same price per Percentage point and the same terms. The other Member must receive at least [__] days' written notice and will not be required to give any promises other than about its own ownership of the interest and its authority to sell it.

If Members holding more than 50% of all Percentages agree to sell their Membership Interests to an outside buyer and the previous clause is not used, the other Member may join in the sale. In that case, it sells a proportionate part of its own Membership Interest on the same terms.

A new person may be admitted as a Member, whether by transfer or by issuing a new Membership Interest, only with the approval of a Majority in Interest. The new Member must also sign a joinder agreeing to be bound by this Agreement and make any Capital Contribution that the Manager sets. When a new Membership Interest is issued, the existing Members' Percentages will be reduced proportionately unless they agree otherwise in writing.

A person who receives a Membership Interest but is not admitted as a Member gets only the right to receive the share of profits, losses and distributions tied to that interest. That person has no right to vote, to take part in management or to see Company records, except as Applicable LLC Law requires.

The transferring Member and the transferee are jointly responsible for paying all reasonable costs the Company incurs in connection with any transfer, including legal fees.

A Member may not voluntarily withdraw or resign from the Company before it is ended unless a Majority in Interest approves.

Each of the following is a "Departure Event" for a Member: death; disability that prevents the Member from performing its duties for the Company for more than [__] consecutive days; bankruptcy or insolvency; an attempted transfer that breaks this Agreement; a court order transferring any part of the Membership Interest to a former spouse or partner; resignation without approval; or a material breach of this Agreement that remains uncured for [__] days after written notice. If the Member is the Manager, removal as Manager for Cause is also a Departure Event.

After a Departure Event, the Company has the option to buy all of the departing Member's Membership Interest at the Buyout Price. The Company may use this option by giving written notice within [__] days after the Manager learns of the Departure Event. If the Company does not use its option, the other Member may buy the interest on the same terms by giving written notice within a further [__] days.

The "Buyout Price" is the departing Member's Percentage multiplied by the Company Value. "Company Value" means the greater of the following two amounts. The first is [__] times the Company's average annual net income for the [__] full fiscal years before the Departure Event, as shown in the Company's financial statements. The second is the Company's book value, meaning total assets minus total liabilities, as of the end of the month before the Departure Event. If the Company has operated for fewer than [__] full fiscal years, Company Value is book value. The Company's regular accountant will calculate the Buyout Price, and that calculation is binding except in the case of obvious error.

If the Departure Event is a voluntary resignation without approval, an attempted transfer that breaks this Agreement, a material uncured breach, or removal as Manager for Cause, the Buyout Price will be reduced by [__]%.

The buyer will pay [__]% of the Buyout Price in cash at closing. It will pay the balance by a promissory note in [__] equal [monthly/quarterly] installments with annual interest of [__]%. The buyer may prepay the note at any time without penalty. Closing will take place within [__] days after the buyout notice is given. At closing, the departing Member, or its estate or representative, must deliver the interest free of any liens and sign any documents reasonably needed to complete the transfer.

Until closing, the departing Member keeps its share of distributions but may not vote or take part in management. If the purchase option is not used by either the Company or the other Member, the departing Member, or its successor, will hold only the economic rights described in the Adding New Members and Transferring Interests section.

For [__] months after closing, a departing Member may not, directly or through others, solicit any of the Company's employees, customers or suppliers to stop or reduce their dealings with the Company.

The Manager will keep complete and accurate books and records of the Company at the Company's main office. These include: a current list of Members and their Percentages and Capital Contributions; copies of this Agreement and all amendments; the formation documents; tax returns for the last [__] years; financial statements; and records of Member votes and consents.

Each Member may inspect and copy the Company's books and records for any purpose reasonably related to its Membership Interest. The Member must give at least [__] business days' written notice and do so during normal business hours. The Member pays its own costs of inspection and copying.

Each Member must keep the Company's non-public information confidential and use it only for purposes connected with its Membership Interest. This duty does not apply to information that is already public or that a Member must disclose by law.

The Company's fiscal year ends on [month and day]. Its books will be kept using [cash/accrual] accounting, or another method the Manager chooses that is permitted for tax purposes.

Within [__] days after the end of each fiscal year, the Manager will send each Member the Company's annual financial statements. As soon as reasonably possible after year-end, the Manager will also send each Member the tax information that Member needs to file its own returns.

All Company money will be deposited in accounts in the Company's name at financial institutions the Manager chooses. Company money will not be mixed with any Member's or the Manager's personal funds.

The Members intend the Company to be treated as a partnership for income tax purposes, and not as a corporation, unless a Majority in Interest decides otherwise. No Member will take any action that is inconsistent with this tax treatment.

The Managing Member is appointed as the Company's representative for all dealings with tax authorities, including audits and disputes. It has full authority to act for the Company in those matters. The representative will keep the other Member reasonably informed of any material tax proceeding. The Company will reimburse the representative's reasonable costs.

The Company will be dissolved and its affairs wound up only when one of the following happens: a Majority in Interest decides to dissolve it, after the Manager has recommended dissolution; the Company sells all or substantially all of its assets and the Manager decides to wind up; no Members remain, unless the business continues as Applicable LLC Law allows; or a court orders dissolution.

A Member's Departure Event does not by itself dissolve the Company. The business continues with the remaining Members.

After dissolution, the Manager will wind up the Company's affairs. If there is no Manager, a person chosen by a Majority in Interest will do so. The person winding up has full authority to sell assets, collect debts, pay liabilities and take any other steps needed to finish the Company's affairs within a reasonable time.

The Company's assets will be applied in the following order. First, to pay creditors, including Members who are creditors, other than for distributions owed. Second, to set up reserves the person winding up thinks reasonable for any contingent or future liabilities. Third, to the Members in line with their positive capital account balances, after all allocations for the final year have been made.

No Member must restore a negative capital account balance or contribute money to make up any shortfall in the return of another Member's Capital Contributions. Each Member looks only to the Company's assets for the return of its Capital Contributions.

When winding up is complete, the Manager will send each Member a final statement of the Company's assets, liabilities and distributions. The Manager will then file the documents needed to end the Company's legal existence.

This Agreement and any dispute arising from it, or from the Company's internal affairs, are governed by the laws of [Jurisdiction], without regard to its conflict-of-law rules.

If a dispute arises between the Members, or between a Member and the Company or the Manager, about this Agreement or the Company, the parties will first try in good faith to settle it by direct discussion between senior representatives. That discussion will happen within [__] days after one party gives written notice of the dispute.

If the dispute is not settled within [__] days after the notice, either party may refer it to non-binding mediation. The mediation will be held in [city] before a mediator the parties agree on, or, if they cannot agree, a mediator appointed by [mediation provider]. The parties will split the mediator's fees equally.

If mediation does not settle the dispute within [__] days after the mediator is appointed, the dispute will be finally decided by [binding arbitration under the rules of [arbitration body], held in [city], before [one/three] arbitrator(s) / the courts located in [city, jurisdiction], which will have exclusive jurisdiction]. Judgment on any arbitration award may be entered in any court with jurisdiction.

Nothing in this section stops a party from asking a court at any time for an urgent order to prevent irreparable harm. This includes an order to enforce the transfer restrictions, confidentiality duties or non-solicitation duties in this Agreement.

The winning party in any arbitration or lawsuit about this Agreement is entitled to recover its reasonable legal fees and costs from the losing party.

To the extent the law allows, each party gives up its right to a jury trial in any court proceeding about this Agreement.

This Agreement is the entire agreement among the Members about the Company. It replaces all earlier discussions and agreements on the same subject, whether written or oral.

This Agreement may be amended only by a written document approved as required by the Member Voting and Decisions section. The Manager may, however, update the Members' records to reflect changes properly made under this Agreement without a separate amendment.

All notices under this Agreement must be in writing. They may be delivered by hand, by recognized courier or by email to the addresses in the signature section, or to any updated address that a party gives by notice. A notice takes effect when delivered. Email notices take effect when sent, unless the sender receives a delivery failure message.

If a court or arbitrator finds any part of this Agreement invalid or unenforceable, that part will be changed only as much as needed to make it enforceable, and the rest of this Agreement stays in full effect.

This Agreement binds and benefits the Members and their permitted successors and assignees. It does not give any rights to any other person, including any creditor of the Company or of a Member, except for the indemnification rights of the people covered in the Who Runs the Company section.

A party's failure or delay in enforcing any right under this Agreement does not waive that right. A waiver is effective only if it is in writing and signed by the party giving it.

Each Member will sign any further documents and take any further steps that the Manager reasonably asks for to carry out this Agreement.

This Agreement may be signed in counterparts, including by electronic signature. Each counterpart counts as an original, and together they form one agreement.