finally, it's all chopped up!
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# Board Oversight of the Company
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The Company itself and it's Members shall be overseen by Indepdent Directors, to be
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known as the “For Profit Committee”. The committee shall be governed by
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the For Profit Committee Charter.
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Changing the Committee Charter requires a unamious vote of written consent by
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the LLC members.
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### Members Bound
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Members shall be bound by the provisions of this Section in reporting their shares of
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Company income for income tax purposes.
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### Tax Returns
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The Board Of Directors shall cause to be prepared and filed all
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necessary federal and state income tax returns for the Company,
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including making the elections described in Section "Tax Elections".
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Each Member shall furnish to the Board Of Directors all pertinent
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information in its possession relating to Company operations that is
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necessary to enable such income tax returns to be prepared and filed.
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### Tax Elections.
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The following elections shall be made on the appropriate returns of the Company:
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* to adopt the calendar year as the Company's fiscal year;
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* to keep the Company's books and records on the income-tax method;
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* if there is a distribution of Company property as described in
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section 734 of the Code or if there is a transfer of a Company interest
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as described in section 743 of the Code, upon written request of any
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Member, to elect, pursuant to section 754 of the Code, to adjust the
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basis of Company properties; and
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* to elect to amortize the organizational expenses of the Company
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ratably over a period of twelve (12) or sixty (60) months as permitted by section
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709(b) of the Code.
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No election shall be made by the Company or any Member to be excluded
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from the application of the provisions of subchapter K of chapter 1 of
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subtitle A of the Code or any similar provisions of applicable state
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laws.
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### Tax Matters Partner.
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The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
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of the Company pursuant
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to section 6231(a)(7) of the Code. As
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tax matters partner, they shall take such action as may be
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necessary to cause each other Member to become a "**notice partner**"
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within the meaning of section 6223 of the Code. Such Member shall inform
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each other Member of all significant matters that may come to its
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attention in its capacity as tax matters partner by giving notice
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thereof within ten days after becoming aware thereof and, within such
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time, shall forward to each other Member copies of all significant
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written communications it may receive in such capacity. Such Member
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shall not take any action contemplated by sections 6222 through 6232 of
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the Code without the consent of the Board Of Directors. This provision is not
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intended to authorize such Member to take any action left to the
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determination of an individual Member under sections 6222 through 6232
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of the Code.
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### Allocations on Transfer of Interests.
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The Company income, gain,
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loss or deduction allocable to any Member in respect of any interest in
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the Company which may have been transferred shall be allocated during
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such year based upon an interim closing of the Company's books as
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described in the first sentence of Treasury Regulations §
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1.706-1(c)(2)(ii), taking into account the actual results of Company
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operations during the portion of the year in which such Member was the
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owner thereof, and the date, amount and recipient of any distribution
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which may have been made with respect to such interest.
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#######################################################
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The Profits Interest Units below are issued to Party on the terms and conditions
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set forth in this Agreement.
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Party shall make no Capital Contribution to the Company in connection with the
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Profits Interest Units issued hereunder and, as a result,
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Parties Capital Account balance in the Company immediately after their receipt of
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the Profits Interest Units shall be equal to zero.
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Notwithstanding anything to the contrary contained in the LLC Agreement or set forth
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herein, with respect to the rights of Party related to, in respect of and in connection
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with the Company, Board Of Directors and other Members, Party and the Profits Interest
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Units owned thereby shall have only a right to share in or be allocated Net Profits and
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Net Losses and receive or share in distributions of the Company as set forth in
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the Agreement.
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Party agrees to execute a counterpart signature page to the Agreement, in the form
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attached hereto and shall thereupon become a Member as of the Effective Date.
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The Profits Interest Units acquired pursuant to this Agreement shall be fully
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subject to the terms and conditions contained in this Agreement, and Party
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hereby acknowledges that Participant has read and understands the terms and conditions
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contained therein.
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@@ -1,3 +1,3 @@
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---
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title: "<company name> Limited Liability Company NDA & IP Assignment & Operating Agreement "
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title: "<company name> Limited Liability Company NonDisclosure , Intellectual Property Assignment , Operating Agreement"
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---
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