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Executive furthermore may devote reasonable periods of time to charitable and community activities and to the management of Executive’s personal affairs so long as such activities do not materially interfere with the performance of Executive’s responsibilities under this Agreement.

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The Firm's fees are based on the time expended by the attorneys at the hourly rates in effect when the time is expended.  In connection with your matter, other than with respect to the retainer payment below, legal fees of up to $_________ will be deferred until the earlier of (1) six (6) months after the date of this engagement letter and (2) the company has raised cumulative debt or equity financing of ________________. In addition to fees for legal services, you will be responsible for costs which are incurred in connection with your representation, including, for example, third-party copying charges, overnight mail delivery, and all such costs and expenses will be reasonable and necessary.  These costs will be due from you as incurred.  No premiums are added to any third-party vendor costs. It is the policy of this Firm not to advance or defer any third-party expenses in excess of $200.00 and, accordingly, if any expenses in excess of $200.00 are anticipated to be expended, we will notify you of these and

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OTHER THAN WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Indemnification claims will be reduced by and to the extent that an Indemnified Party has recevied proceeds under any insurance policy specifically as a result of, and in compensation for, the subject matter of an indemnification claim by the Indemnified Party.

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Stipulation of Value.  The Company shall retain the services of a certified real estate appraiser with at least ten (10) years of experience appraising commercial real estate to appraise and determine the fair market value of the Company’s assets (“Stipulation of Value”). 

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For convenient references in operating agreements, articles/certificates of incorporation, and bylaws.


New Jersey Revised Uniform Limited Liability Company Act
New York Limited Liability Company Law
Delaware Limited Liability Company Act
California Revised Uniform Limited Liability Company Act


Delaware General Corporation Law (aka General Corporation Law of the State of Delaware) - http://delcode.delaware.gov/title8/c001/sc18/index.shtml#398

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Termination for “Cause” refers to termination because a Manager (1) abandons, ceases, or voluntarily terminates the Manager’s Services for any reason; (2) is convicted of, or enters a plea of guilty or nolo contendere to, a crime that (A) is punishable by a custodial penalty, instead of or in addition to a fine or other noncustodial penalty, (B) is related to the Manager’s Services, or (C) involves dishonesty, theft, or fraud; (3) is negligent, is reckless, or engages in intentional misconduct that results in a material adverse effect on the business or the reputation of the Company or any of its subsidiaries or other affiliates; (4) fails to perform the Manager’s Services or duties to the Company or to any of its subsidiaries, after the Company has provided written notice of such failure; (5) engages in willful misconduct, misfeasance or malfeasance of duty causing a violation of any law that is detrimental  to the Company or its subsidiaries or other affiliates; (6) breaches a duty owed to the Company or it

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Deadlock.

(i)	 “Major Decision” means any action (or election not to act) by or on behalf of the Company that, pursuant to the provisions of this Agreement, requires the approval of all or a majority of the Managers, and which, if not resolved or decided one way or the other, has, or may reasonably be expected to have, a material adverse effect on the business and operation of the Company.

(ii)	If the votes of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement within a reasonable time period, then a legal or financial advisor of the Company, as agreed upon by Board, shall attempt to mediate the situation. If within 5 days after the divided vote on the Major Decision, the Board cannot agree upon a legal or financial advisor to mediate the situation or if no agreement is reached within 15 days after the commencement of mediation, then a deadlock (the “Deadlock”) will be deemed to exist.

(iii)  At any time after the occurrence of a Deadlock and before a re

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Stipulation of Value.  If it becomes necessary to determine the fair market value of the Units, the Company shall choose an independent third party appraiser to determine the fair market value of the Units (the “Stipulation of Value”). The methodology to be employed by the appraiser to establish the Stipulation of Value shall be reasonably agreed upon by the Company and the appraiser. If a Member disputes the Stipulation of Value prepared for the Company, such Member may retain, at such Member’s expense, an independent financial advisor experienced in valuing closely held companies similar to the Company to provide a valuation (a “Supplemental Valuation”). Such Member must submit any Supplemental Valuation within 30 days of the announcement of the Stipulation of Value prepared for the Company. Upon the earlier of the submission of all such Supplemental Valuations or the day after the Supplemental Valuations are due for submission, the Company shall compare the Stipulation of Value prepared for the Company and

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NOT YET EDITED

If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the Party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation.