# Operating Agreement
**This Operating Agreement (“Agreement”) is made and entered into as of [Insert Date], by and between the following parties (“Members”):**
1. **[Member Name 1]**
[Member Address 1]
Email: [Member Email 1]
Phone: [Member Phone 1]
2. **[Member Name 2]**
[Member Address 2]
Email: [Member Email 2]
Phone: [Member Phone 2]
**Collectively referred to as “Members.”**
## Article I: Formation
1. **Name**
The name of the Limited Liability Company (the “Company”) shall be **[Company Name]**.
2. **Principal Office**
The principal office of the Company shall be located at **[Office Address]** or such other location as may be determined by the Members.
3. **Formation**
The Members hereby form a Limited Liability Company pursuant to the laws of the State of **[State]**.
## Article II: Purpose
The purpose of the Company is to engage in any lawful act or activity for which Limited Liability Companies may be organized under state law.
## Article III: Management
1. **Management Structure**
The Company shall be managed by its Members. Each Member shall have equal authority over the management of the Company.
2. **Decision Making**
Decisions shall be made by a majority vote of the Members. Each Member shall have one vote.
## Article IV: Capital Contributions
1. **Initial Contributions**
Each Member agrees to contribute the following amounts or assets to the Company:
- **[Member Name 1]:** [Amount/Description of Asset]
- **[Member Name 2]:** [Amount/Description of Asset]
2. **Additional Contributions**
Any additional capital contributions shall be made upon unanimous consent of the Members.
## Article V: Profits and Losses
1. **Distributions**
Profits and losses shall be allocated to the Members based on their respective percentage interests in the Company as determined by their initial capital contributions.
2. **Distributions of Cash**
Cash distributions shall be made to the Members at such times and in such amounts as shall be determined by the Members.
## Article VI: Books and Records
1. **Accounting**
The Company shall maintain its books and records on a fiscal year basis. The accounting method used shall be determined by the Members.
2. **Inspection Rights**
Each Member shall have the right to inspect and copy the books and records of the Company at reasonable times.
## Article VII: Indemnification
The Company shall indemnify each Member to the fullest extent permitted by law against any losses, claims, damages, or liabilities incurred in connection with the Company, provided that such indemnification shall not apply to matters arising from the Member's own negligence or willful misconduct.
## Article VIII: Amendments
This Agreement may be amended only by a written agreement signed by all Members.
## Article IX: Miscellaneous
1. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of **[State]**.
2. **Severability**
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. **Entire Agreement**
This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.
**IN WITNESS WHEREOF**, the Members have executed this Operating Agreement as of the date first above written.
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**[Member Name 1]**
**Signature: ________________________**
**Date: ____________________________**
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**[Member Name 2]**
**Signature: ________________________**
**Date: ____________________________**
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*Note: This template is intended for informational purposes only and should not be considered legal advice. It is advisable to consult with a legal professional when drafting any contractual agreement.*