Startup Business Tem-CSP Size Fix-12!17!12 (1)

7/30/2019 Startup Business Tem-CSP Size Fix-12!17!12 (1)

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Startup BusinessTemplates in a Box

CHAPTER ONE

Templates

1)Assignment and Transfer of LLCMembership Interests

2)Agreement for Sale of Business (SoleProprietorship)

3)Personal Service Agreement4)Terms of Service and Privacy Policy


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5)Investment Agreement for LimitedLiability Company (LLC)

6)Memorandum of Understanding7)Operating Agreement for a Member-

Managed Limited Liability Company

8)Letter of Intent to Purchase a Business9)Mutual Non-Disclosure AgreementCHAPTER TWO

The difference between a general

and limited partnership

CHAPTER THREE

What is a private placementmemorandum?


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CHAPTER FOURS- Corporation, C Corporation orLLC?


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Chapter One

TEMPLATE ONE:ASSIGNMENT ANDTRANSFER OF LLC

MEMBERSHIP INTERESTS

This Agreement (hereinafter the

Agreement) is entered into and effective as

of [insert date] by and between by and

between the following parties:

[Insert Name of Transferor/Assignor](hereinafter Assignor) with a principalbusiness address of

_________________________; and

[Insert Name of Transferee/Assignee](hereinafter Assignee) with a principal

business address of

_______________________ ___________,collectively referred to as theParties.


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Whereas, the Assignor is the

holder of a _________ (___%) percentmembership interest (the Membership

Interest) in __________________ (theCompany), a company incorporated

pursuant to the laws of the State of

_______________ and having its principalplace of business at_____________________________;

And whereas the Assignor hasagreed to assign, transfer and set over ontothe Assignee the Membership Interest andall of the Assignors right, title and interest

therein and thereto; and

And whereas, the Assignee has

agreed to assume all of the disclosedobligations of the Assignor under theMembership Agreement with the Assignor(hereinafter Membership Agreement)

annexed hereto as Exhibit A, as if the

Assignor were the original party there underin place and stead of the Assignor.


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obligations, covenants, representations andwarranties and liabilities arising or flowing

from and under or in any way connectedwith the Membership Agreement effectivefrom and including the Effective Date andcovenants and agrees with the Assignor andthe Company to duly keep, observe, perform

and comply with or cause to be kept,observed, performed and complied with allsuch obligations and all stipulations,restrictions, provisions and conditions set forin and in accordance with the provisions ofthe Membership Agreement as fully as if theAssignee was an original signatory theretoin the place and stead of the Assignor.

3. Assignors Representations and

Warranties

The Assignor represents and warrants that asof the Effective Date:

A. The Assignor has the power and

authority to execute and deliver thisAgreement and to perform its obligationshereunder, all of which have been duly


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authorized by all requisite action. ThisAgreement has been duly authorized,

executed and delivered by it and constitutesits valid and binding obligation, enforceableagainst it in accordance with its terms,subject to bankruptcy, insolvency,fraudulent transfer, reorganization,

moratorium and similar laws of generalapplicability relating to or affectingcreditors' rights and to general equityprinciples.

B. The Assignor represents and warrantsto the Assignee that the MembershipAgreement is in good standing and withoutdefault by the Assignor as of the EffectiveDate. The Assignor further represents thatall dues, membership fees, contract

payments, penalties, fines, assessments, andthe like, and any other payments which maybe required to be paid by the Assignor to theAssignor are current as of the EffectiveDate.

C. No authorization, registration, consentor approval of any governmental authority


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or other individual, partnership, corporation,joint stock company, unincorporated

organization or association, trust or jointventure, or a governmental agency orpolitical subdivision thereof is necessary forthe execution, delivery or performance ofthis Agreement or the consummation of the

transactions contemplated hereby by it.

D. The Assignor owns the MembershipInterest beneficially and of record, free andclear of any liens, claims or encumbrances(except for any encumbrances created onbehalf of the Assignee hereunder)(collectively, "Encumbrances"). TheAssignor has not entered into anyagreement, arrangement or otherunderstanding (i) granting any option,

warrant or right of first refusal with respectto the Membership Interest to any thirdparty, (ii) restricting its right to sell theMembership Interest to any third party, or(iii) restricting any other of its rights with

respect to the Membership Interest. It hasthe absolute and unrestricted right, powerand capacity to assign and transfer the


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Membership Interest to the Assignee freeand clear of any Encumbrances (except for

any encumbrances created on behalf of theAssignee hereunder). Upon execution of thisAgreement, the Assignee shall acquire good,valid and marketable title to the MembershipInterest, free and clear of any Encumbrances

(except for any encumbrances created onbehalf of the Assignor hereunder.

E. Except as otherwise set forth herein, nomaterial suits, actions, or proceedingsarepending, or to the knowledge of theAssignor are threatened against or affectingthe Assignor or its property.

4. Assignor Released The Assignoris hereby released from its/his/her

obligations and covenants in theMembership Agreement with the Company.

5. Further Assurances

Each of the parties hereto shall execute anddeliver all such further documents and dosuch other things as the other party may


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reasonably request to give full effect to thisAgreement.

6. Successors and Assigns

The Parties agree that this Agreement shallbe binding upon each of its successors and

assigns and that this Agreement may not beassigned to any other third party, without thewritten consent of Assignor, which shall notbe unreasonably withheld.

7. Amendments

No modification, supplement, termination,extension, waiver or amendment to or of thisAgreement (or any attachments or exhibits) orany of its provisions may be made, and any

attempts, shall not be binding unless agreed toby the Parties in writing, by pen on paper, byduly authorized representatives of the Parties.There shall be no oral agreements. Electronicwritings, including E-mail messages, text

messages, tweets, instant messages, etc., theircontents, and any attachments, and any prioror subsequent communications including oral


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discussions or negotiations concerning someor all of the Agreement, or anything at all, are

not intended to represent and do not reflect anoffer or acceptance to enter into (or amend,modify, revise, terminate, abrogate, extend,waive a breach or damages of, etc.) a bindingcontract, transaction or agreement, and are not

intended to and do not bind any party to thisAgreement. The parties may determine thatthey wish to attempt to negotiate a writtenagreement that is binding that amends,modifies, revises, terminates, abrogates,extends, waives a breach or damages of, thisAgreement , however, the parties intend andwill continue to intend that there shall be no

contract formations, waivers, modifications,

abrogations, extensions, amendments, etc.,

without one or more formal written

documents executed non electronically butwith holographic signatures by hand with

ink pen on paper signed by a duly authorizedrepresentative of each of the parties (akawet signatures or pen on paper

signatures). Any communication to thecontrary in the past, now or future, is notbinding on any party to this Agreement.


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Absent the written express statement to thecontrary as set out below, it is the intention of

the Parties, and the Parties agree not toconduct any contract formation, modifyingtransaction, amend any agreement, abrogateany agreement, grant any extension, or waiveany right by electronic writing. Any alleged

communication to the contrary is not bindingon any party. The written express statementmentioned above ("electronic expressstatement") shall be the following, or thatwhich expresses the same intent as thefollowing: I expressly intend that this shall

constitute an electronic signature to a writingthereby [forming, modifying, amending,abrogating, granting an extension in relationsto, or waiving a breach to] a binding [contractor agreement]. For purposes of any

agreement, a formal written document onpaper with wet signatures (pen on papersignatures) and otherwise consistent with therequirements herein, which is transmitted byfacsimile, the internet, or any

cell/wireless/mobile telephone system, or thelike, as an image or .pdf document is validwhen signed by pen on paper by all parties to


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provisions hereof, and no waiver shall be

effective unless made in writing and wet

signed by pen on paper or electronic expressstatement as set out herein. [Authors note: If

you wish to allow emails that reflect some

formality, and that you have given adequate

and due consideration to the matter, to be usedfor amendments, for example, to add to a

schedule of deliverables, this version of the

document does allow formal emails with

special language in them to be used.

Therefore if you do not wish to allow that,and only wish for there to be signatures by

pen on paper you may wish to edit this

document by removing the portions in this

section that are highlighted in gray. If you

allow this you will want to remove the gray

highlight from the final version of the

Agreement before you print it. And then you

will want to delete this note.]

9. Notices


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Any notice required, permitted to be given, orotherwise given hereunder may be effectively

given by letter delivered either by personaldelivery, registered mail certified returnreceipt requested, postage prepaid, ordelivered by overnight delivery service, or byfacsimile machine upon receipt from the

sender of a confirmation of receipt, or byother electronic means so long as the recipienthas acknowledged receipt (for purposes ofthis section an automatically generated receiptconfirmation does *not* qualify asacknowledgement of receipt), addressed to therecipient as follows:

In the case of Assignor:AssignorAttn: _____________

Tel: __________________Fax: __________________Email: _______________________

In the case of Assignor:

AssigneeAttn: _____________Tel: __________________


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Fax: __________________Email: _______________________

10. Governing Law

This Agreement shall be governed by andconstrued in all respects in accordance withthe laws of the State of___________________ as they apply toagreements entered into and to be performedby the Parties herein.

11. Venue

The Parties further agree that venue of anylegal action or claim hereunder shall beexclusively in and with a court having

jurisdiction over __________ County,

__________ , if disputes are to be resolved inCourt, if at all, as set out below, or wherearbitration or mediation is to occur, if at all, asset out below. The Parties further agree andhereby consent to, and waive all defences of

lack of personal jurisdiction and forum nonconveniens with respect to, venue and

jurisdiction in the State of ________ and


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_________County. Notwithstanding theforegoing either party may seek equitable,

preliminary, or permanent injunctive relieffrom any court of competent jurisdiction,which rights and remedies shall be cumulativeand in addition to any other rights or remediesat law or in equity to which either party may

be entitled.

12. Entire Agreement

This Agreement shall constitute the entireagreement between the Parties and will

supersede all prior agreements,representations, warranties, statements,promises, information, arrangements andunderstandings, whether oral or written,express or implied, with respect to the subject

matter hereof. The Parties shall not be boundor charged with any oral or writtenagreements, representations, warranties,statements, promises, information,arrangements or understandings not

specifically set forth in this Agreement. ThisAgreement has been carefully drafted and theParties are convinced that this document


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completely and clearly expresses theirintentions. Further, the Parties place great

value on the quick and inexpensive resolutionof any dispute that may arise between themconcerning this contract or the subject hereof.Therefore, the Parties agree that: (i) alldisputes concerning this Agreement or the

subject matter hereof shall be resolved asprovided herein; (ii) this Agreementconstitutes the sole agreement among theParties, and supersedes any and all prior orcontemporaneous oral or written agreements,promises, or understandings among them,pertaining to the matters contemplated in thisAgreement; (iii) no express or impliedrepresentations, warranties, or inducementshave been made by any party to any otherparty except as set forth in this Agreement;

(iv) this Agreementmay not be amended,added to, or altered except by a writing dulyexecuted by each of the Parties hereto, as setforth herein; and (v) no parole or extrinsicevidence whatsoever may be introduce or

considered in any judicial or arbitrationproceeding involving this agreement, for anypurpose, including to interpret, explain,


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clarify, or add to this Agreement, except inany instance in which a provision is found in

whole or in part to be invalid, illegal orunenforceable and subject to severability andthe arbitrator or court undertakes to re-writeor construe the severed provision as closely aspossible to conform to the intent of the

Parties.

13. Severability

Each of the provisions of this Agreement(and each part of each such provision) isseverable from every other provision hereof(and every other part thereof). In the eventthat any provision (or part thereof) containedin this Agreement or the application thereofto any circumstance shall be invalid, illegal

or unenforceable, in whole or in part, and toany extent: (i) the validity, legality orenforceability of such provision (or suchpart thereof) in any other jurisdiction and ofthe remaining provisions contained in this

Agreement (or the remaining parts of suchprovision, as the case may be) shall not inany way be affected or impaired thereby; (ii)


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the application of such provision (or suchpart thereof) to circumstances other than

those as to which it is held invalid, illegal orunenforceable shall not in any way beaffected or impaired thereby; (iii) ifpossible, such provision (or such partthereof) shall be construed or re-written as

closely as possible to conform to the intentof the parties, in which instance parole orextrinsic evidence may be considered to doso; (iv) if not susceptible to suchconstruction, such provision (or such partthereof) shall be severed from thisAgreement and ineffective to the extent ofsuch invalidity, illegality or unenforceabilityin such jurisdiction and in suchcircumstances; and (v) the remainingprovisions of this Agreement (or the

remaining parts of such provision, as thecase may be) shall nevertheless remain infull force and effect.

14. Headings


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The headings for sections herein are forconvenience only and shall not affect the

meaning of the provisions of thisAgreement. Such headings shall not bedeemed to govern, limit, modify or in anyother manner affect the scope, meaning orintent of the provisions of this Agreementor

any part thereof, nor shall they otherwise begiven any legal effect.

15. No Unannounced Modifications to

Signature Documents

The Parties have reviewed (and, ifapplicable, negotiated) this Agreement, in itselectronic form. They desire to sign thehard-copy version without having to re-readit to confirm that no unauthorized changes

were made before the final printout.Accordingly, by signing and delivering thisAgreement, and/or any exhibit, amendment,or addendum to it, now or in the future, eachParty represents that it has not made any

changes to any other draft provided to (orby) the other party, unless the signing Partyhas redlined the changes or otherwise


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expressly called them to the other partys

attention in writing. (Non-substantive format

clean-up and correction of immaterialspelling errors need not be redlined.)

16. Waiver

A waiver by either party of any provision ofthis agreement in any instance shall not bedeemed to waive it for the future. A Partys

failure to insist on strict compliance withany of the terms of this agreement on one ormore occasions is not a waiver of any rightsor obligations under this Agreement.

17. Survival

Those sections of this Agreement, that

should logically survive termination orexpiration of this Agreement, shall survivetermination or expiration of this Agreement.

18. Construction


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If there is any controversy regarding thisagreement or the terms of this Agreement,

this Agreement, will be deemed to have beendrafted by all parties herein and will not bestrictly construed as against any party. Theparties have been made aware of their rightand opportunity to consult with independent

legal counsel and have either done so, orknowingly waive the right to do so. Further,the parties acknowledge that they haveengaged in negotiations to reach thisAgreement.

19. Counterparts

This Agreement, may be executed in severalcounterparts, each of which shall constitutean original and all of which, when taken

together, shall constitute one and the sameagreement, including the judicial proof ofany of the terms hereof. A photocopy, faxcopy, or electronic image copy, whichdepicts the inclusion of one or more

signatures by pen on paper, shall be deemedan original.


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20. Attorneys Fees

In the event of litigation or arbitrationrelating to the subject matter of thisAgreement, the prevailing party shall havethe right to collect from the other party itsreasonable costs and necessary

disbursements and attorneys' fees incurred inenforcing this Agreement.

21. Authority

Each person signing warrants and representsthat he or she has full authority to enter intothis Agreement, and that all representationsand warranties in this Agreement, are trueand correct.

IN WITNESS WHEREOF, the partieshereto have duly executed this Agreement, asof the day and year first written above.

Assignor Assignee

Name: __________________


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Name: __________________


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Template Two: Agreement

for Sale of Business (SoleProprietorship)

This Asset-Purchase Agreement ismade DATE between NAME OF SELLER

(hereinafter Seller) and BUYER(hereinafter Buyer).

Whereas, Seller now owns andconducts TYPE OF BUSINESS BEING

SOLD under the name of NAME OFBUSINESS (hereinafter referred to as theBusiness)and;

Whereas, Seller desires to sell and

Buyer desires to buy the Business for theprice and on the terms and conditions setforth below.

Now, therefore, for and inconsideration of the mutual covenantscontained in this Agreement, and other goodand valuable consideration, the receipt and


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sufficiency of which is herebyacknowledged, the parties agree as follows:

1. Sale of Assets

Subject to the terms, conditions andagreements provided elsewhere in thisAgreement, Buyer agrees to purchase and

Seller agrees to sell, as of the Closing Date(as that term is defined herein), all of theassets held by Seller together with theBusiness of Seller as a going concern,including, but not limited to, its goodwill,franchises, contract rights, trademarks andtrade names, and cash, except any fundswithheld from employees of Seller for taxesas of the Closing Date.

2. Purchase Price

The purchase price shall be _______Dollars, together with the assumption byBuyer of certain obligations and liabilities ofSeller as provided in Section 4 of thisAgreement and subject to the adjustments

set forth in Section 5 of this Agreement.

3. Audit; Financial Statements


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CPA FIRM NAME, certified publicaccountants, shall, at the expense of Buyer,

make an audit of the books and records ofSeller as of the close of business on DATE(the Closing Date) and shall furnish the

parties with a certified balance sheet ofSeller as of the close of business on that date

(the

Balance Sheet) and a statement ofincome and earnings retained in the businessof Seller for the period ending on that date(the Income Statement).

4. Assumption of Debts and ObligationsBuyer shall assume (a) all of the

liabilities shown as liabilities on the balancesheet to be prepared as provided in thisAgreement, except liabilities for taxes (otherthan taxes the value of which have been

included in inventory and are shown asaccounts payable or accrued taxes on thebalance sheet), and withheld funds ofemployees; (b) liabilities asserted bycustomers relating to goods shipped on or

after DATE; and (c) all contracts,commitments, and obligations incurred inthe ordinary course of business that are


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specifically referred to or are described inand meet the requirements and conditions as

set forth in Section 8 of this Agreement.

5. Sellers WarrantiesSeller represents and warrants that: (a)

Seller has delivered to Buyer an accurate list

and summary description of all patents,patent applications, trademarks, tradenames, and copyrights presently owned orheld by Seller as set forth in Exhibit A,which is attached and incorporated by thisreference; and (b) Seller has no presentlyexisting contracts or commitments,including leases of real or personal propertyextending beyond the Closing Date, exceptas set forth in Exhibit B, which is attachedto and incorporated in this Agreement.

6. Operation of Business for Account of

BuyerBeginning on DATE and until the

Closing Date, Seller shall use the assets to

be purchased to continue to operate theBusiness for the account of Buyer. In thatconnection Seller shall establish and


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maintain separate books of account as soonas practicable and convenient, which shall

be transferred to Buyer at the Closing Date.All profits and losses during this period shallbe for the account of Buyer. All assetsreceived or acquired by Seller during thatperiod shall be transferred to Buyer and/or

accounted for at the time of closing. Allliabilities incurred by Seller during thatperiod shall be assumed by Buyer at theClosing Date, provided that the Business ofSeller during the period has been conductedin the regular and ordinary course and not inviolation of any provision of thisAgreement.

8. Ordinary Course of BusinessA. Until the Closing Date, the

Business of Seller shall be conductedonly in the ordinary course. Exceptwith the consent of Buyer, no contractor commitment, including leases of realor personal property, shall be entered

into by or on behalf of Seller involvingan amount in excess of five thousanddollars ($5,000). No assets, the cost of


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which is in excess of one thousanddollars ($5,000), shall be purchased by

Seller.

B. Seller will use its best efforts topreserve its business organizationintact, keep available to the company

the services of its present officers andemployees, and preserve for thecompany the goodwill of Seller'ssuppliers, customers, and others havingbusiness relations with it.C. Except with the consent of Buyer,Seller shall not extend credit to any onecustomer in excess of one thousanddollars ($1000). Seller will use its bestefforts to maintain existing licenses andfranchises in full force and effect. All

reasonable steps shall be taken to renewor extend any such licenses andfranchises expiring in accordance withits or their terms.

9. SeverabilityThe invalidity of any portion of this

Agreement will not and shall not be deemed


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to affect the validity of any other provision.If any provision of this Agreement is held to

be invalid, the parties agree that theremaining provisions shall be deemed to bein full force and effect as if they had beenexecuted by both parties subsequent to theexpungement of the invalid provision.

10. No WaiverThe failure of either party to this

Agreement to insist upon the performance ofany of the terms and conditions of thisAgreement, or the waiver of any breach ofany of the terms and conditions of thisAgreement, shall not be construed assubsequently waiving any such terms andconditions, but the same shall continue andremain in full force and effect as if no such

forbearance or waiver had occurred.

11. Governing LawThis Agreement shall be governed by,

construed, and enforced in accordance with

the laws of the State of NAME OF STATE.

12. Notices


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Unless provided herein to the contrary,any notice provided for or concerning this

Agreement shall be in writing and shall bedeemed sufficiently given when sent bycertified or registered mail if sent to therespective address of each party as set forthat the beginning of this Agreement.

13. Mandatory ArbitrationAny dispute under this Agreement shall

be required to be resolved by bindingarbitration of the parties hereto. If theparties cannot agree on an arbitrator, eachparty shall select one arbitrator and botharbitrators shall then select a third. Thethird arbitrator so selected shall arbitratesaid dispute. The arbitration shall begoverned by the rules of the American

Arbitration Association then in force andeffect.

14. Entire AgreementThis Agreement shall constitute the

entire agreement between the parties andany prior understanding or representation ofany kind preceding the date of this


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Agreement shall not be binding upon eitherparty except to the extent incorporated in

this Agreement.15. Modification of Agreement

Any modification of this Agreement oradditional obligation assumed by eitherparty in connection with this Agreement

shall be binding only if placed in writing andsigned by each party or an authorizedrepresentative of each party.

16. Assignment of Rights

The rights of each party under thisAgreement are personal to that party andmay not be assigned or transferred to anyother person, firm, corporation, or otherentity without the prior, express, and writtenconsent of the other party.

17. Counterparts

This Agreement may be executed inany number of counterparts, each of whichshall be deemed to be an original, but all of

which together shall constitute but one andthe same instrument.


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18. Compliance with LawsIn performing under this Agreement, all

applicable governmental laws, regulations,orders, and other rules of duly-constitutedauthority will be followed and compliedwith in all respects by both parties.WITNESS our signatures as of the day and

date first above stated.______________________________

NAME OFBUYER

______________________________

NAME OF SELER

Template Three: PersonalServices Agreement

I. This Personal Services Agreement (theAgreement) is entered into as

of__________ by and between NAMEOF CONTRACTOR (theContractor), an individual, and

NAME OF PRINCIPAL (the HiringParty) (sometimes hereinafter


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collectively referred to as theParties).

II.WHEREAS, the Hiring Party andContractor hereby enter into aagreement whereby Contractor willrender services to and for the benefit of

the Hiring Party in exchange forvaluable consideration.

III. NOW, THEREFORE, for and inconsideration of the mutual covenantscontained herein and other good andvaluable consideration, the receipt andsufficiency of which is herebyacknowledged, the Hiring Party andContractor do hereby contract,covenant and agree as follows:

A.Agreement. Contractor doeshereby agree to render and provideservices in accordance with theterms of this agreement and as

specified in Paragraph E herein.


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B.RATE. The Hiring Party doeshereby agree to pay Contractor the

rate of _________________.

C.Independent Contractor.Contractor is, and will continue tobe for the duration of this

Agreement, an independentcontractor and is not to beconsidered in any way subject tocontrol by the Hiring Party.Contractor is not, and is not to beconsidered, an agent or employeeof the Hiring Party.

D.Indemnity. Contractor doeshereby for himself/herself, andhis/her heirs, executors,

administrators, officers,employees, subcontractors,successors and assigns, agree andcovenant to indemnify, save andhold harmless the Hiring Party and

his or her heirs, executors,administrators, agents, employees,attorneys, successors and assigns


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E.from any and all claims, demands,actions, causes of action, suits at

law or in equity, damages, costs,expenses, and losses of any kindor nature whatsoever, whethernow known or unknown, whichmay not exist or which may

hereafter arise out of or from thework, services, labor and/ormaterials to be rendered andprovided by Contractor or itssubcontractors to or for the benefitof the Hiring Party.

F.Description of Service to BePerformed. Contractor agrees toperform and/or provide thefollowing services to the Hiring

Party: DESCRIPTION OFSERVICES TO BEPERFORMED.

G.Agreement Term. ThisAgreement shall commence onDATE and shall continue 120


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DAYS. This Agreement may beterminated by the Parties as

follows: by either party upongiving 30 days writtennotice. In the event that eitherparty breaches any term of thisAgreement, such breach shall

operate to terminate thisAgreement between the Parties,And the non-breaching party shallhave no further obligationsthereunder. However, allunperformed obligations of thebreaching party will remain dueand owing.

H.Confidentiality. In the course ofperforming the services as

described herein, the Partiesacknowledge that the Contractormay come in contact or becomefamiliar with information whichthe Hiring Party may consider

private, proprietary andconfidential. Contractor to keepall such information confidential


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and not to discuss or divulge it toanyone other than appropriate

Hiring Party family members,personnel or their designees.

I. Contractor's Taxpayer I.D.Number. The taxpayer I.D.

number of the Contractor isCONTRACTOR'S ID NUMBER.If applicable, necessary orrequired, the Contractor islicensed to perform the agreedupon services enumerated hereinand covenants that he or shemaintains all valid licenses,permits and registrations toperform the same.

J.Competent Performance ofServices. Contractor agrees thatall services will be done in acompetent fashion in accordancewith applicable standards of the

Contractors profession or tradeand all services are subject to final


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approval by a representative of theHiring Party prior to payment.

K.Representations andWarranties. The Contractor willmake no representations,warranties, or commitments

binding the Hiring Party withoutthe Hiring Partys priorwrittenconsent.

L.Legal Right. Contractorcovenants and warrants that he/shehas the unlimited legal right toenter into this Agreement and toperform in accordance with itsterms without violating the rightsof others or any applicable law

and that he/she has not and shallnot become a party to any otheragreement of any kind whichconflicts with this Agreement.

Contractor shall indemnify andhold harmless the Hiring Partyfrom any and all damages, claims


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and expenses arising out of orresulting from any claim alleging

that this Agreement violates anysuch other agreements. Breach ofthis warranty shall operate toterminate this Agreementautomatically without notice and

to terminate all obligations of theHiring Party to pay any amountswhich remain unpaid under thisAgreement.

M. Waiver. Failure to invokeany right, condition, or covenantin this Agreement by either partyshall not be deemed to imply orconstitute a waiver of any otherrights, conditions, or covenants,

and neither partymay rely on such failure.

N.Additional Terms.a.Entire Agreement and

Amendments. This Agreementconstitutes the entire agreementof the parties with regard to the


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subject matter hereof, andreplaces and supersedes all

other agreements orunderstandings, whether writtenor oral. No amendment orextension of this Agreementshall be binding unless in

writing and signed by bothparties.

b.Binding Effect,Assignment. This Agreementshall be binding upon and shallinure to the benefit ofContractor and the Hiring Partyand to the Hiring Partys

successors and assigns.Nothing in this Agreement shall

be construed to permit theassignment by Contractor ofany of its rights or obligationshereunder, and such assignmentis expressly prohibited without

the prior written consent of theHiring Party.


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c.Governing Law, Severability,Attorneys Fees. This

Agreement shall be governed bythe laws of the State of______________. Theinvalidity or unenforceability ofany provision of this Agreement

shall not affect the validity or

enforceability of any otherprovision. In the event that adispute arises involving thesubject matter of this Agreement,the prevailing party in suchdispute shall be entitled to theirreasonable attorneys fees and

costs.

WHEREFORE, the parties haveexecuted this

Agreement as of the date statedabove.

By:

_________________________


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NAME OF PRINCIPALSTREET ADDRESS

CITY, STATE ZIP

_______________________NAME OF CONTRACTOR

STREET ADDRESSCITY, STATE ZIP


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Template Four: Terms of

Service and Privacy Policy[Editors note: Terms of service andprivacy police language containgenerally boilerplate language that

establishes how a website can be used.This language both governs the websiteand explains how personal informationprovided to the website may be used.Inclusion of this language protects the

owner from liability].

PLEASE READ THE FOLLOWING

TERMS OF SERVICE. USE OF THIS

WEBSITE CONFIRMS YOU HAVE

READ, AND AGREE TO BE BOUND

BY, THESE TERMS.

This website that you are visiting, NAMEOF WEBSITE (the Website), is owned by

NAME OF COMPANY (the Company).


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Illegal or Abusive Usage is Prohibited:You may not abuse, harass, threaten, or

intimidate users of the Website. You maynot use the Website for any illegal orunauthorized purpose. Users agree tocomply with all laws regarding onlineconduct and acceptable content. If you are

found to have engaged in illegal or abusiveusage of the Website, the Company willsuspend your account.

Electronic Communication: When youvisit the Website or send e-mails to the

Company, you are communicating with uselectronically. You consent to receivecommunications from us electronically.You agree that all agreements, notices,disclosures and other communications we

provide you electronically in fact satisfy alllegal requirement that such communicationsbe in writing.

Copyright: All content included on this site(including text, graphics, logos, buttonicons, images, audio clips, digitaldownloads, data compilations, and software)


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is the property of Company and is protectedby U.S. and international copyright laws. All

content on this site is the exclusive propertyof the Company and is protected by U.S. andinternational copyright laws. All softwareused on this site is the property of theCompany or its software suppliers and is

protected by U. S. and internationalcopyright laws.

Trademarks: The Website and theCompany and any Company graphics, logos,page headers, button icons, scripts, and

service names are all registered trademarksor trade dress of the Company in the U.S.and other countries. The Companys

trademarks and trade dress may not be usedin connection with any product or service

that is not the Companys in any manner thatis likely to cause confusion amongcustomers or that disparages or discredits theCompany. All trademarks not owned by theCompany appearing on the Website are the

property of the respective owners, who mayor may not be affiliated with, connected to,or sponsored by the Company.


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License and Site Access: The Companygrants users of the Website a limited license

to access and make personal use of theWebsite but not to download (other thanpage caching) or modify any portion of theWebsite except with express written consentof the Company. This limited license does

not include any resale or commercial use ofthe Website or its contents. Any use of anyproduct listings, descriptions, or prices; orany derivative use of the Website or itscontents; or any use of data mining, robots,or similar data gathering and extraction toolsis prohibited. The Website or any portion ofthe Website may not be reproduced,duplicated, copied, sold, resold, visited, orotherwise exploited for any commercialpurpose without written consent of the

Company. Users may not frame or utilizeframing techniques to enclose anytrademark, logo, or other proprietaryinformation including images, text, or pagelayout of the Company without written

consent. Users may not use any meta-tags orany other "hidden text" using theCompanys name or trademarks without


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written consent. Any unauthorized useterminates the permission or license granted.

Users are granted a limited, revocable, andnonexclusive right to create a hyperlink tothe home page of the Company so long asthe link does not portray the Company, or itsproducts or services, in a false, misleading,

derogatory or offensive matter. Users maynot use the Company logo or otherproprietary graphic or trademark as part of alink without written permission.

Risk of Loss: All items purchased from the

Company are made pursuant to a shipmentcontract. This means that the risk of loss andtitle for such items passes to the user upondelivery to the carrier.

Disclaimer of Warranties and Limitationof Liability

THIS SITE AND ALL INFORMATION,CONTENT, MATERIALS, PRODUCTS(INCLUDING SOFTWARE) AND

SERVICES INCLUDED ON OROTHERWISE MADE AVAILABLE TOYOU THROUGH THIS SITE ARE


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PROVIDED BY THE COMPANY ON AN"AS IS" AND "AS AVAILABLE" BASIS,

UNLESS OTHERWISE SPECIFIED INWRITING. THE COMPANY MAKES NOREPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED, AS TO THEOPERATION OF THIS SITE OR THE

INFORMATION, CONTENT,MATERIALS, PRODUCTS (INCLUDINGSOFTWARE) OR SERVICES INCLUDEDON OR OTHERWISE MADEAVAILABLE TO USERS THROUGHTHIS SITE UNLESS SPECIFIED INWRITING. USERS EXPRESSLY AGREETHAT USE OF THIS SITE IS AT THEIRSOLE RISK.

TO THE FULL EXTENT PERMISSIBLE

BY APPLICABLE LAW, THE COMPANYDISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIEDWARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULARPURPOSE. THE COMPANY DOES NOTWARRANT THAT THIS SITE OR


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INFORMATION, CONTENT,MATERIALS, PRODUCTS (INCLUDING

SOFTWARE) OR SERVICESOTHERWISE MADE AVAILABLE TOUSERS THROUGH THIS SITE; THEIRSERVERS; OR E-MAIL SENT FROMTHE COMPANY ARE FREE OF

VIRUSES OR OTHER HARMFULCOMPONENTS. THE COMPANY WILLNOT BE LIABLE FOR ANY DAMAGESOF ANY KIND ARISING FROM THEUSE OF THIS SITE OR FROM ANYINFORMATION, CONTENT,MATERIALS, PRODUCTS (INCLUDINGSOFTWARE) OR SERVICES INCLUDEDON OR OTHERWISE MADEAVAILABLE TO USERS THROUGHTHIS SITE, INCLUDING DIRECT,

INDIRECT, INCIDENTAL, PUNITIVE,AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOTALLOW LIMITATIONS ON IMPLIED

WARRANTIES OR THE EXCLUSION ORLIMITATION OF CERTAIN DAMAGES.IF THESE LAWS APPLY TO YOU,


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SOME OR ALL OF THE ABOVEDISCLAIMERS, EXCLUSIONS, OR

LIMITATIONS MAY NOT APPLY TOYOU, AND YOU MIGHT HAVEADDITIONAL RIGHTS.

Applicable Law: By visiting the Website,you agree that the laws of the State of____________ without regard to principlesof conflict of laws will govern theseConditions of Use and any dispute of anysort that might arise between you and theCompany.

Disputes: Any dispute relating in any wayto your visit to the Website or to products orservices sold or distributed by the Companyin which the aggregate total claim for relief

sought on behalf of one or more partiesexceeds $7,500 shall be adjudicated in anystate or federal court in the County of________ in the State of ___________, andany user hereby consents to exclusive

jurisdiction and venue in such courts.


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ONLINE PRIVACY POLICY

The Company and any subsidiary companiesrespect the privacy rights of all users andrecognize the importance of protecting theinformation collected from them. TheCompany adheres to a corporate wide

Online Privacy Policy that guides how wecollect, store and use the information usersprovide. This policy applies only to theWebsite and any other websites maintainedby the Company and its subsidiaries, and notto websites maintained by other companiesor organizations to which we link.

INFORMATION COLLECTION AND

USE

Our primary goal in collecting personallyidentifiable information is to provide userswith the product and services made availablethrough the Website.

Information Collected Upon Registration:If users desire access to certain restrictedsections of the Website, they will be


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required to become registered users and tosubmit certain personally identifiable

information to the Company. This occurswhen users sign up for the Companys

services or if they ask to receive marketingmaterials. Personally identifiableinformation that the Company gathers may

include users IP addresses, passwords,email addresses, city, time zone, telephonenumbers, and other similar information.

Use of Contact Information: TheCompany may use users contact informationto market to them and provide them withinformation about the Companys productsand services.

Log Data: When you visit the Site, our

servers automatically record informationthat your browser sends whenever you visita website as Log Data. This Log Data mayinclude information such as your IP address,browser type or the domain from which you

are visiting, the websites you visit, thesearch terms you use, and anyadvertisements on which you click. For most


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users accessing the Internet from an Internetservice provider the IP address will be

different every time you log on. We use LogData to monitor the use of the Site and ofour Service, and for the Sites technical

administration. We do not associate your IPaddress with any other personally

identifiable information to identify youpersonally, except in case of violation of theTerms of Service

Cookies and Other Technologies

Cookies: We use cookies and othertechnologies to passively collectdemographic information, personalize yourexperience on our site and monitoradvertisements and other activities. Cookies

are small files downloaded to your computerto track movements within web sites. TheCompany may link cookie information topersonal information. Cookies link toinformation regarding what items users have

selected for purchase at the Company storeor pages users have viewed. Thisinformation is used to keep track of users


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shopping carts and make sure users do notsee the same ads repeatedly. The Company

also mat use cookies to deliver contentspecific to users interest and to monitor

website usage. Most browsers areautomatically set to accept cookieswhenever a user visits a website. Users can

disable cookies or set their browsers to alertthem when cookies are being sent. Thisprivacy policy covers the use of cookies bythe Company only and does not cover theuse of cookies by any advertisers.

Other Technologies: Other technologies theCompany may use include clear GIFs and IPaddress logging. Clear GIFs, also known asweb bugs, beacons or tags, are small graphicimages placed on a web page, web-based

document, or in an e-mail message. ClearGIFs are invisible to the user because theyare typically very small (only 1-by-1 pixel)and the same color as the background of theweb page, document or e-mail message. The

Company does not use clear GIFs to collectpersonal information about users. However,the Company may use clear GIFs to capture


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party(s) and, therefore, users should reviewthe privacy practices and policies of such

third party(s) prior to providing theirpersonally identifiable information inconnection with such products and/orservices.

Service Providers: The Company engagesthird parties to perform functions andprovide services, including hosting andmaintenance, customer relationship,database storage and management, anddirect marketing campaigns. The Company

will share users personally identifiableinformation with these third parties, but onlyto the extent necessary to perform thesefunctions and provide such services, andonly pursuant to binding contractual

obligations requiring such third parties tomaintain the privacy and security of users

data.

Law Enforcement: The Companycooperates with government and lawenforcement officials or private parties toenforce and comply with the law. It may


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disclose any information about users togovernment or law enforcement officials or

private parties when it believes it isnecessary or appropriate to respond toclaims, legal processes (includingsubpoenas), to protect the property andrights of the Company or a third party, the

safety of the public or any person, to preventor stop any illegal, unethical, or legallyactionable activity, or to comply with thelaw.

Business Transfers: The Company may

sell, transfer or otherwise share some or allof its assets, including users personally

identifiable information, in connection witha merger, acquisition, reorganization or saleof assets or in the event of bankruptcy.

Users will have the opportunity to opt out ofany such transfer if the new entity's plannedprocessing of their information differsmaterially from that set forth in this PrivacyPolicy.


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Template Five: Investment

Agreement (LimitedLiability Company)

This investment agreement (theAgreement), is made and entered in as of

DATE by and between COMPANY NAME,LLC (the LLC) a limited liabilitycompany organized and existing under thelaws of NAME OF STATE, on the onehand, and NAME OF INVESTOR

(Investor) on the other hand.

WHEREAS, Investor wishes to make acapital contribution to the LLC in exchangefor an equity interest in the LLC;

THEREFORE, in consideration of thepromises and the other covenants andconditions contained herein, and for othergood and valuable consideration the receipt

and sufficiency of which are herebyacknowledged, the parties hereto agree asfollows:


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1.Investment.

A.Investor hereby agrees to make aninvestment in the amount of DOLLARAMOUNT (the Investment Amount). TheInvestment Amount shall be contributed in

one lump sum payment within 10 days.Upon the LLCs receipt of the InvestmentAmount, the LLC shall admit Investor as amember of the LLC with a PERCENTAGEOF EQUITY (Membership Interest).

B.Distributions made to all the membersof the LLC (including the Investor uponadmission to the LLC as a member asdetailed herein) shall be paid in proportionto their respective Membership Interests.

2.Management.The management and governance of theLLC shall be determined as provided in the

Operating Agreement. Investor shall nothave any rights to manage or appoint a


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manager of the LLC solely by virtue of thisinvestment.

3.Representations, Warranties andIndemnity.

A.Investor makes the followingrepresentations and warranties:

i. Investor understands that the LLCsMembership Interests have not beenregistered either with the Securities andExchange Commission (the SEC) or with

the securities commission of any state andare being offered and sold pursuant toprivate offering exemptions provided inSection 4(2) of the Securities Act of 1933,as amended (the Act), Regulation D as

promulgated by the SEC, and all applicablestate securities laws, and that nogovernmental agency has recommended orendorsed the LLCs Membership Interests or

made any finding or determination relating

to the adequacy or accuracy for publicinvestment of the LLCs MembershipInterests.


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ii. Investor recognizes that the LLCs

Membership Interests are a form ofspeculative investment which involvessubstantial risk of loss of his/her entireinvestment, and that there can be noassurances that any tax benefits will result

from an investment in the LLC. Investorhas consulted with a tax advisor regardingthe tax aspects of this investment and itssuitability for the Investor. The amount andnature of Investors investment in the LLC

is suitable and consistent with his/herfinancial situation and Investor is able tobear the risk of losing all of this investment.Investor represents that his/her knowledgeand experience in financial and businessmatters in general and in speculative

investments such as the LLC in particularare such that the he/she is capable ofevaluating the merits and risks of investmentin the LLC. Investor acknowledges andagrees that neither the LLC nor any other

person has represented, guaranteed orwarranted that any particular financial resultwill be achieved by the LLC


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Investor is investing in the LLC solely for

his/her own account, for investmentpurposes only, and is intending to make aprofit therefrom, and not with a view todistribute or sell to any other individual,corporation, firm or person.

iii. Investor recognizes that there is notand will not be a public market for his/herMembership Interest in the LLC and that thetransferability of his/her MembershipInterest in the LLC is restricted under theterms of the Operating Agreement and issubject to the consent of the members of theLLC. The Investor understands that he/shemay not be readily able to liquidate his/herinvestment in the Company, even in case of

an emergency, and that he/she will not beeligible to make any transfers of his/herMembership Interests in the LLC pursuantto SEC Rule 144.

B.Investor hereby acknowledges thathe/she understands the meaning and legalconsequences of the representations and


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warranties contained in this Agreement, andagrees to indemnify and hold harmless the

LLC and its managers agents and employeesfrom and against any and all loss, damage orliabilities due to or arising out of a breach ofany of the representations or warrantiescontained in this Agreement.

4.Miscellaneous.A.This Agreement constitutes the entire

agreement between the parties hereto withrespect to the specific subject matter hereofand supersedes all prior agreements orunderstandings of any kind with respect tothe specific subject matter hereof.

B.In the event that any provision or partof this Agreement shall be deemed void orinvalid by a court of competent jurisdiction,the remaining provisions or parts shall beand remain in full force and effect.

C.Any modification to this Agreementmust be in writing and signed by the partiesor it shall have no effect and shall be void.


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D.This Agreement is binding upon and

shall inure to the benefit of the respectivesuccessors, licensees and/or assigns of theparties hereto. Notwithstanding theforegoing, neither party may assign theirrespective rights and/or obligations

hereunder without the other partys priorwritten consent.

E.The waiver by either party of a breachor violation of any provision of thisAgreement shall not constitute a waiver ofany subsequent or other breach or violation.

F.This Agreement shall be governed inaccordance with the laws of the State ofCalifornia, applicable to agreements to be

wholly performed therein, with jurisdictionexclusive to the Federal and State courtslocated in the State of California.

G.Investor hereby acknowledges that: (i)prior to signing below, Investor had theopportunity to review this Agreement andconsult with legal and other advisors of


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Investors choice; (ii) LLC has advised

Investor to secure an attorney to advise

Investor as to the legal effect of thisAgreement and Investor has either done soor has chosen not to do so; (iii) Investor hasread and fully understands all of the terms ofthis agreement; and (iv) Investor voluntarily

accepts and agrees to be bound by all of theterms and conditions of this Agreement.

IN WITNESS WHEREOF the parties haveduly executed this Agreement as of the datefirst written above.

________________________________NAME OF INVESTOR

LLC:

________________________________


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Template Six: Memorandum

of UnderstandingThis memorandum of understanding (the"Memorandum") made DATE by andbetween YOUR NAME and OTHERPARTYS NAME sets forth the intentions

of the parties related to the project describedherein.

Whereas YOUR NAME andOTHER PARTYS NAME wish to discuss

entering into a written final definitiveagreement;

And whereas YOUR NAME andOTHER PARTYS NAME desire to enter

into this Memorandum, setting out some, but

not all of the essential or material generaland basic terms, conditions, services, rights,duties, and obligations that may be providedfor in a written final definitive agreement forsuch Project as is generally described within

this Memorandum.1.0 Purpose


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1.01 The purpose of this

Memorandum is to providethe framework for a writtendefinitive agreement that maygovern the proposed businessrelationship between YOUR

NAME and OTHERPARTYS NAME. It is notintended to set forth all of theessential or material terms ofan agreement and is,therefore, not legally binding.The anticipated Project isdescribed as follows:SUMMARIZE PROJECTOR UNDERTAKING

2.0 Cooperation2.01 The activities and services for

the proposed Project areanticipated to include the

following responsibilities orobligations to be performed


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by the respective parties asidentified below:

2.01.1 YOUR NAME: YOURRESPONSIBILITIES

2.01.2 OTHER PARTYSNAME:RESPONSIBILITIESOF OTHER PARTY

3.0 Resources3.01 It is anticipated that YOUR

NAME will provide thefollowing resources inrespect to the proposedProject:

RESOURCES TO BEPROVIDED BY YOU

3.02 It is anticipated that OTHERPARTY may provide the

following resources in


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respect to the proposedProject:

RESOURCES TO BEPROVIDED BY OTHER PARTY

4.0 Funding4.01 It is anticipated that YOURNAME and OTHER PARTY

may agree that each of themshall not be liable for morethan the amount of funds

each contributes to theProject.

4.02 It is anticipated that YOURNAME and OTHER PARTYmay agree that any fundsidentified herein as to becontributed by one or more ofthem shall be advanced orprovided by the designatedparty according to a schedule

that will be agreed upon andincluded within the definitive


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agreement if and when suchagreement is executed by the

Parties.

4.03 It is anticipated that suchfunds may be managed by

YOUR NAME OR OTHER

PARTYS NAME.

5.0 Limitations5.01 Except for Sections 6.0 and

8.0, this Memorandum is notintended to be legally bindingand is not intended to imposelegal or equitable rights orobligations, and will have no

legal or equitable effect.

5.02 Neither Party shall beresponsible for the actions ofany third parties or associates

who may be involved in anyactivities outlined in thisMemorandum.


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6.0 Confidentiality

6.01 The Parties will enter into abinding confidentiality ormutual non-disclosureagreement concurrently with

this Memorandum.

7.0 Duration7.01 As this is a non-legally

binding Memorandum,except as stated in Section5.0, and only the written finaldefinitive agreement will bebinding on the Parties, theParties are free to discontinue

discussions and negotiationsregarding the proposedProject at any time as well asre-continue discussions andnegotiations, and may enter

into the same or similarproposed Project with anyother Party, with fewer than


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all of the Parties, or with anythird-party, as long as such

discussions or negotiationsdo not interfere with orbreach the provisions setforth in Section 6.0 regardingthe confidentiality of the

contents of thisMemorandum. The Partiesmay exercise commoncourtesy and inform eachother if and when they wishto discontinue discussions.

8.0 Additional Conditions8.01 Any amendments to this

Memorandum are strictly

prohibited, unless suchamendments are agreed to byboth Parties. There shall beno oral agreements.

9.0 Waiver


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9.01 No waiver of any breach ofany provision of this

Memorandum shall constitutea waiver of any prior,concurrent or subsequentbreach of the same or anyother provisions hereof, and

no waiver shall be effectiveunless made in writing andsigned by waiving party.

In witness whereof, the Parties haveexecuted this Memorandum as of DATE

_________________________YOUR

NAME

OTHER

PARTYS NAME


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Template Seven: Operating

Agreement for a Member-Managed Limited Liability

Company

This Agreement made on January 01,2013, between NAME OFYOURCOMPANY, a limited liability companyorganized and existing under the laws of theState of YOUR STATE, with its principal

office located at YOUR COMPANYADDRESS, (referred to herein as theCompany), and YOUR NAME

(hereinafter the listed members will bejointly referred to as the Members and

individually as a Member).

For and in consideration of the mutualcovenants contained in this Agreement, andother good and valuable consideration, thereceipt and sufficiency of which is hereby

acknowledged, the parties agree as follows:


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I. Definitions. Unless the contextotherwise requires, the terms defined in this

Article I shall, for the purposes of thisAgreement, have the following meanings:

A. California [OR YOUR STATE]Act means the California [OR

YOUR STATE] limited liabilitycompany statute, as amended fromtime to time.

B. Additional Members has themeaning set forth in Section XIII.

C. Agreement means this

Operating Agreement of theCompany, as amended, modified,supplemented or restated from

time to time.

D. Capital Account means, with

respect to any Member, theaccount maintained for such

Member in accordance with theprovisions of Section IV-C.


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E. Capital Contribution means,

with respect to any Member, the

aggregate amount of money andthe fair market value of anyproperty (other than money)contributed to the Companypursuant to Section IV-A with

respect to such Member's Interest.

F. Certificate means the Certificate

of Formation of the Company andany and all amendments to theCertificate of Formation andrestatements of the same filed onbehalf of the Company with theoffice of the Secretary of State ofCalifornia [OR YOUR STATE]pursuant to its limited liability

company statute.

G. Code means the Internal

Revenue Code of 1986, asamended from time to time, or any

corresponding federal tax statuteenacted after the date of thisAgreement. A reference to a


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specific section of the Code refersnot only to such specific section

but also to any correspondingprovision of any federal tax statuteenacted after the date of thisAgreement, as such specificsection or corresponding provision

is in effect on the date ofapplication of the provisions ofthis Agreement containing suchreference.

H. Company means YOUR

COMPANY, the limited liabilitycompany formed and continuedunder and pursuant to theCalifornia [OR YOUR STATE]Act and this Agreement.

I. Covered Person means a

Member, any officers, directors,shareholders, partners, employees,representatives or agents of a

Member, or any employee oragent of the Company.


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J. Fiscal Year means:

1. The period commencingupon the formation of theCompany and ending onDecember 31, 2013 (theFiscal Year End Date);

2. Any subsequent 12-monthperiod that commences on theday of the year immediatelyafter the day of the year thatis identified as the FiscalYear End Date; or

3. Any portion of the perioddescribed in Clause 2 of thissubsection for which the

Company is required toallocate Profits, Losses andother items of Companyincome, gain, loss ordeduction pursuant to Section

VIII.


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K. Interest means a Member's

limited liability company interest

in the Company which representssuch Member's share of the profitsand losses of the Company and aMember's right to receivedistributions of the Company's

assets in accordance with theprovisions of this Agreement andthe California [OR YOURSTATE]Act.

L. Member means each of theMembers, and includes any Personadmitted as an Additional Memberpursuant to the provisions of thisAgreement, in such Person'scapacity as a member of the

Company;Members means two(2) or more of such Persons whenacting in their capacities asMembers of the Company. Forpurposes of the California [OR

YOUR STATE] Act, the Membersshall constitute one class or groupof members.


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M. Net Cash Flow means, for each

Fiscal Year or other period of theCompany, the gross cash receiptsof the Company from all sources,but excluding any amounts, suchas gross receipts taxes, that are

held by the Company as acollection agent or in trust forothers or that are otherwise notunconditionally available to theCompany, less all amounts paid byor for the account of the Companyduring the same Fiscal Year orother period (including, but notlimited to, payments of principaland interest on any Companyindebtedness and expenses

reimbursed to the Members underSection V-B, and less anyamounts determined by theMembers to be necessary toprovide a reasonable reserve for

working-capital needs or any othercontingencies of the Company.Net Cash Flow shall be


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determined in accordance with thecash receipts and disbursements

method of accounting andotherwise in accordance withgenerally accepted accountingprinciples, consistently applied.Net Cash Flow shall not be

reduced by depreciation,amortization, cost recoverydeductions, depletion, similarallowances or other noncashitems, but shall be increased byany reduction of reservespreviously established.

N. Percentage Interest means theInterest of a Member, expressed asa portion of one hundred percent.

O. Person includes any individual,corporation, association,partnership (general or limited),

joint venture, trust, estate, limited

liability company or other legalentity or organization.


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P. Profits and Losses means, foreach Fiscal Year, an amount equal

to the Company's taxable incomeor loss for such Fiscal Year,determined in accordance withSection 703(a) of the Code.

Q. Tax Matters Partner has themeaning set forth in Section XI-A.

R. Treasury Regulations means theincome tax regulations, includingtemporary regulations,promulgated under the Code, assuch regulations may be amendedfrom time to time (includingcorresponding provisions ofsucceeding regulations).

II. Formation and Term

A. Formation.

1. The Members have formedthe Company as a limited liabilitycompany under and pursuant to


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the California [OR YOURSTATE] Act and agree that the

rights, duties and liabilities of theMembers shall be as provided inthe California [OR YOURSTATE]Act, except as otherwiseprovided in this Agreement.

2. Upon the execution of thisAgreement or a counterpart of thisAgreement, all executingMembers, as identified above,shall be admitted as Members ofthe Company.

3. The name and mailingaddress of each Member and theamount contributed to the capital

of the Company shall be listed onthe attached ScheduleA. TheMembers shall be required toupdate Schedule A from time to

time as necessary to accurately

reflect the information in theschedule. Any amendment orrevision to Schedule A made in


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accordance with this Agreementshall not be deemed an

amendment to this Agreement.Any reference in this Agreementto Schedule A shall be deemed

to be a reference to Schedule A

as amended and in effect from

time to time.

4. YOUR NAME, as anauthorized person within themeaning of the California [ORYOUR STATE]Act, shall execute,deliver and file the Certificate.

B. Name. The name of the Companyis YOUR COMPANY. The business ofthe Company may be conducted upon

compliance with all applicable lawsunder any other name designated by theMembers.

C. Term. The term of the Company

shall commence on the date theCertificate is filed in the office of theSecretary of State of California[OR


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YOUR STATE]and shall continue untilDecember 31, 2015, unless the

Company is dissolved before such datein accordance with the provisions ofthis Agreement. The existence of theCompany as a separate legal entityshall continue until cancellation of the

Certificate in the manner required bythe California [OR YOUR STATE]Act.

D. Registered Agent and Office.The Company's registered agent andoffice in California shall be YOURNAME at YOUR STREET ADDRESS,YOUR HOME TOWN, YOURSTATE, YOUR ZIP. At any time, theMembers may designate another

registered agent or registered office.

E. Principal Place of Business. Theprincipal place of business of theCompany shall be at YOUR

COMPANY ADDRESS. At any time,the Members may change the location


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of the Company's principal place ofbusiness.

F. Qualification in Other

Jurisdictions. The Members shall, ifrequired by law or if deemed advisableby the Members, cause the Company to

be qualified, formed or registered underassumed or fictitious name statutes orsimilar laws in any jurisdiction inwhich the Company transacts business.YOUR NAME, as an authorized personwithin the meaning of the California[OR YOUR STATE] Act, shallexecute, deliver and file any certificates(and any amendments or restatementsof such certificates) necessary for theCompany to qualify to do business in a

jurisdiction in which the Company maywish to conduct business.

III. Purpose and Powers of the CompanyA. Purpose. The Company is formed

for the object and purpose of, and thenature of the business to be conductedand promoted by the Company is,


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engaging in any lawful act or activityfor which limited liability companies

may be formed under the CaliforniaAct and engaging in any and allactivities necessary, convenient,desirable or incidental to the foregoing,including, but not limited to, acquiring,

holding, managing, operating anddisposing of securities of corporations,partnerships, limited liabilitycompanies and trusts.

B. Powers of the Company.

1. The Company shall have thepower and authority to take anyand all actions necessary,appropriate, proper, advisable,

incidental or convenient to or forthe furtherance of the purpose setforth in Section III-A, including,but not limited to, the power:

a. To conduct its business,carry on its operations andhave and exercise the powers


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granted to a limited liabilitycompany by the California

[OR YOUR STATE]Act inany state, territory, district orpossession of the UnitedStates, or in any foreigncountry that may be

necessary, convenient orincidental to theaccomplishment of thepurpose of the Company;

b. To acquire by purchase,contribution of property orotherwise, own, hold,operate, maintain, finance,sell, convey, transfer, ordispose of any securities or

other personal property thatmay be necessary, convenientor incidental to theaccomplishment of thepurpose of the Company;

c. To enter into, performand carry out contracts of any


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kind, including, but notlimited to, contracts with any

Member, or any agent of theCompany necessary to, inconnection with, convenientto, or incidental to theaccomplishment of the

purpose of the Company;

d. To purchase, take,receive, subscribe for orotherwise acquire, own, hold,vote, use, employ, sell,mortgage, lend, pledge, orotherwise dispose of, andotherwise use and deal in andwith, shares or other interestsin or obligations of domestic

or foreign corporations,associations, general orlimited partnerships(including, but not limited to,the power to be admitted as a

partner and to exercise therights and perform the dutiescreated by such partnerships),


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trusts, limited liabilitycompanies (including, but not

limited to, the power to beadmitted as a member orappointed as a manager andto exercise the rights andperform the duties created by

such admission orappointment), or individualsor direct or indirectobligations of the UnitedStates or of any government,state, territory, governmentaldistrict or municipality or ofany instrumentality of any ofthem;

e. To lend money for its

proper purpose, to invest andreinvest its funds, to take andhold real and personalproperty for the payment offunds so loaned or invested;

f. To sue and be sued,complain and defend, and


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participate in administrativeor other proceedings, in its

name;

g. To appoint employeesand agents of the Company,and define their duties and fix

their compensation;

h. To indemnify anyPerson in accordance with theCalifornia Act and to obtainany and all types ofinsurance;

i. To cease its activitiesand cancel its Certificate;

j. To negotiate, enter into,renegotiate, extend, renew,terminate, modify, amend,waive, execute, acknowledgeor take any other action with

respect to any lease, contractor security agreement in


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respect of any assets of theCompany;

k. To borrow money andissue evidences ofindebtedness, and to securethe same by a mortgage,

pledge or other lien on theassets of the Company;

l. To pay, collect,compromise, litigate,arbitrate or otherwise adjustor settle any and all otherclaims or demands of oragainst the Company or tohold such proceeds againstthe payment of contingent

liabilities;

m. To make, execute,acknowledge and file any andall documents or instruments

necessary, convenient orincidental to the


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accomplishment of thepurpose of the Company; and

n. The Company maymerge with, or consolidateinto, another Californialimited liability company or

other business entity upon theapproval of all of theMembers.

IV. Capital Contributions; Interests;

Capital Accounts; Advances

A. Capital Contributions.

1. Each Member hascontributed or is deemed to have

contributed to the capital of theCompany the amount set forthopposite the Member's name onthe attached Schedule A. Theagreed value of the Capital

Contributions made or deemed tohave been made by each Membershall be set forth on Schedule A.


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2. No Member shall be required

to make any additional capitalcontribution to the Company.However, a Member may makeadditional capital contributions tothe Company with the written

consent of all of the Members.

3. Member's Interest. AMember's Interest shall for allpurposes be personal property. AMember has no interest in specificCompany property.

B. Status of Capital Contributions.

1. Except as otherwise provided

in this Agreement, the amount of aMember's Capital Contributionsmay be returned to it, in whole orin part, at any time, but only withthe consent of all of the Members.

Any such returns of CapitalContributions shall be made to allMembers in proportion to the


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Percentage Interests.Notwithstanding the foregoing, no

return of a Member's CapitalContributions shall be made ifsuch distribution would violateapplicable state law. Undercircumstances requiring a return of

any Capital Contribution, noMember shall have the right todemand or receive property otherthan cash, except as may bespecifically provided in thisAgreement.

2. No Member shall receive anyinterest, salary or drawing withrespect to its Capital Contributionsor its Capital Account or for

services rendered on behalf of theCompany or otherwise in itscapacity as a Member, except asotherwise specifically provided inthis Agreement.

3. Except as otherwise providedin this Agreement and by


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applicable state law, the Membersshall be liable only to make their

capital contributions pursuant toSection IV-A, and no Membershall be required to lend any fundsto the Company or, after aMember's Capital Contributions

have been fully paid pursuant toSection IV, to make anyadditional capital contributions tothe Company. No Member shallhave any personal liability for therepayment of any CapitalContribution of any otherMember.

C. Capital Accounts.

1. An individual CapitalAccount shall be established andmaintained for each Member.

2. The Capital Account of each

Member shall be maintained inaccordance with the followingprovisions:


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a. To such Member's

Capital Account there shallbe credited such Member'sCapital Contributions(consisting of cash or the fairmarket value of any property

net of any liabilities securedby such contributed propertythat the Company isconsidered to assume or takesubject to under 26 U.S.C.A. 752 of the Code); suchMember's distributive shareof Profits; and suchMember's distributive shareof other items of income,gain or credits; and

b. To such Member'sCapital Account there shallbe debited the amount of cashand the fair market value of

property distributed by theCompany to such Member(net of liabilities secured by


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such distributed propertywhich the Member is

considered to assume or takesubject to under 26 U.S.C.A. 752 of the Code); suchMember's distributive shareof Losses; and such

Member's distributive shareof other items of loss ordeduction.

D. Advances. If any Member shalladvance any funds to the Company inexcess of its Capital Contributions, theamount of such advance shall neitherincrease its Capital Account nor entitleit to any increase in its share of thedistributions of the Company. The

amount of any such advance shall be adebt obligation of the Company to suchMember and shall be subject to suchterms and conditions acceptable to theCompany and each Member. Any such

advance shall be payable andcollectible only out of Company assets,and the other Members shall not be


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personally obligated to repay any partof such advance. No Person who makes

any nonrecourse loan to the Companyshall have or acquire, as a result ofmaking such loan, any direct or indirectinterest in the profits, capital orproperty of the Company, other than as

a creditor.

V. Members

A. Powers of Members. TheMembers shall have the power toexercise any and all rights or powersgranted to the Members pursuant to theexpress terms of this Agreement andtheCaliforniaAct.

B. Reimbursements. The Companyshall reimburse the Members, for allordinary and necessary out-of-pocketexpenses incurred by the Members onbehalf of the Company. Such

reimbursement shall be treated as anexpense of the Company that shall bededucted in computing the Net Cash


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Flow and shall not be deemed toconstitute a distributive share of Profits

or a distribution or return of capital toany Member.

C. Partition. Each Member waivesany and all rights that it may have to

maintain an action for partition of theCompany's property.

D. Resignation. A Member may notresign from the Company without thewritten consent of all of the otherMembers.

VI. Management

A. Management of the Company.

1. In accordance with theCalifornia [OR YOURSTATE]Act, management of theCompany shall be vested in the

Members. Except as otherwiseexpressly provided in thisAgreement, whenever this


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Agreement requires or permitsactions to be taken by the

Members, the majority decision byMembers owning more than FiftyPercent(50%)% of the PercentageInterests shall control.

2. Subject to Section VI-A, theMembers shall have full, exclusiveand complete discretion to managethe business and affairs of theCompany, to make all decisionsaffecting the business and affairsof the Company and to take suchactions as they deem necessary orappropriate to accomplish thepurpose of the Company as setforth in this Agreement.

3. Subject to Section VI-A,with respect to third parties, eachMember is an agent of theCompany's business, and each

Member may bind the Company.If a Member binds the Company,but did not have the authority to so


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act under this Agreement(including by failing to obtain

necessary consents from otherMembers), in addition to any otherremedy (at law or in equity) thatmay be available against suchMember, such Member shall be

liable for all damages caused bybreaching this Agreement.

B. Reliance by Third Parties. AnyPerson dealing with the Company orany Member may rely upon acertificate signed by any Member as to:

1. The identity of a Member;

2. The existence or

nonexistence of any fact or factswhich constitute a conditionprecedent to acts by the Membersor in any other manner germane tothe affairs of the Company;

3. The Persons who areauthorized to execute and deliver


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any instrument or document of, oron behalf of, the Company; or

4. Any act or failure to act bythe Company or as to any othermatter whatsoever involving theCompany or any Member.

VII. Amendments and Meetings

A. Amendments. Any amendment tothis Agreement shall be adopted and beeffective as an amendment to theAgreement if it receives the affirmativevote of all of the Members, providedthat such amendment be in writing andexecuted by all of the Members.

B. Meetings of the Members.

1. Meetings of the Membersmay be called at any time by anyMember. Notice of any meeting

shall be given to all Members notless than 5 days nor more than 90days prior to the date of such


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meeting. Each Member mayauthorize any Person to act for it

by proxy on all matters in which aMember is entitled to participate,including waiving notice of anymeeting, or voting or participatingat a meeting. Every proxy must be

signed by the Member or itsattorney-in-fact.

2. The Members shall establishall other provisions relating tomeetings of Members, includingnotice of the time, place orpurpose of any meeting at whichany matter is to be voted on byany Members, waiver of any suchnotice, action by consent without a

meeting, the establishment of arecord date, quorum requirements,voting in person or by proxy orany other matter with respect tothe exercise of any such right to

vote.


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3. The Company may take anyaction contemplated by this

Agreement as approved by theunanimous written consent of theMembers.

VIII. Allocations

A. Profits and Losses.

1. Subject to the allocation rulesofSection VIII-B, Profits for anyFiscal Year shall be allocatedamong the Members in proportionto the Percentage Interests.

2. Subject to the allocation rulesofSection VIII-B

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