many chunk ups

CommonBoilerplate/AccountsAndRecords.md

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+
+# Accounts and Records
+
+## Records and Accounting; Reports; Fiscal Affairs
+
+Proper and complete records and books of accounting of the business of the Company,
+including a list of names, addresses and interests of all Members, shall
+be maintained under the direction of the Board Of Directors at the
+Company's principal place of business. Each Member or his or her duly
+authorized representative may examine the books of account of the
+Company records, reports and other papers regarding the business and
+financial condition of the Company, make copies and extracts therefrom
+at such Member's expense, and discuss the affairs, finances and accounts
+of the Company with independent public accountants of the Company, all
+at such reasonable times and as often as may be reasonably requested.
+
+The books and records of the Company shall be kept on a cash basis in
+accordance with generally accepted accounting principles applied on a
+consistent basis, and in all events shall conform with Generally
+Accepted Accounting Policies and Procedures.
+
+## Fiscal Year End
+The fiscal year end of the Company shall be December 31.
+
+## Keeper of the Books
+At all times during the term of existence of
+the Company, and beyond that term if deemed by Board Of Directors to be
+necessary, the CFO shall keep or cause to be kept the books of accounts
+referred to in this section and the following:
+
+* A current list of the full name and last known business or
+residence address of each Member and Director, together with the
+Capital Contribution and the share in Profits and Losses of each Member;
+
+* A copy of the Certificate of Formation, as amended;
+
+* Executed counterparts of this Agreement, as amended;
+
+* Executed Supplements and Consents, if any;
+
+* Any powers of attorney under which the Company takes action;
+
+* Copies of the Company's federal, state, and local income tax or
+information returns and reports, if any, for the six (6) most recent
+taxable years;
+
+* Financial statements of the Company for the six (6) most recent
+fiscal years; and
+
+* All Company records as they relate to the Company's internal
+affairs for the current and past four (4) fiscal years.
+
+## Member Examination of Records
+
+ Each Member, at its expense and under
+the circumstance and conditions set forth in the BOC, may at all
+reasonable times during usual business hours, audit, examine and make
+copies of account records, files and bank statements of the Company.
+Such right may be exercised by any Member or by its designated agents or employees.
+
+## Bank Accounts 
+All funds of the Company shall be deposited in one or
+more accounts with one or more recognized financial institutions in the
+name of the Company, at such locations as shall be determined by the
+Board Of Directors and CFO. Withdrawal from such accounts shall require
+the signature of such Person or Persons as the Board Of Directors and
+Members jointly designate.
+
+## Members' Tax Requirements
+Within fifteen (15) days after the end of
+each taxable year, the Company shall forward to each Member all
+information necessary for the Members to complete their federal and
+state income tax or information returns, and a copy of the Company's
+federal, state, and local income tax or information returns for such
+year.
+
+
+
+
+
+## Membership Records
+The 
+
+* name 
+
+* e-mail address
+
+* Capital Contributions 
+
+* Percentage Interest 
+
+of each of the Members is set forth in Supplement 4.
+

CommonBoilerplate/Capcon.md

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+
+# Capital Contributions and Finance
+
+## Capital Contribution
+
+The Board Of Directors and Members 
+shall determine if Capital Contributions are required to enable the Company 
+to invest in any Investment Entity or to operate its business. No Member
+shall have any obligation to make any Capital Contribution.
+Notwithstanding the foregoing, Company members, in their sole 
+and absolute discretion, may at any time elect
+to fund or not fund further Capital Contributions with respect to the
+Company or any Investment, Investment Entity, without any
+liability whatsoever to the Company or any Member, even if such failure
+to contribute results in the loss of any opportunity or the forfeiture
+of any Investment or interest in any Investment Entity, or results in
+any other penalty or liability.
+
+## Return of Contributions
+
+Except as expressly provided herein, no
+Member shall be entitled to the return of any part of its Capital
+Contributions, to be paid interest in respect of either its Capital
+Account or any Capital Contribution made by it or paid for the fair
+market value of its Membership Interest upon withdrawal or otherwise.
+
+Unrepaid Capital Contributions shall not be a liability of the Company,
+or of any Member. 
+
+No Member shall be required to contribute or lend any cash or property 
+to the Company to enable the Company to return any Member's Capital Contributions.
+
+## Member Guaranties
+No Member shall undertake to guarantee or otherwise become liable for any obligation 
+of the Company, or any Investment Entity.
+
+## Investments
+
+Investments. All Investments by the Company shall be made on such
+terms and conditions as the Board Of Directors and Members may determine.
+

CommonBoilerplate/ClosingAndSignature.md

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+
+# Closing
+
+IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
+has duly executed this 
+
+* Company NDA
+
+* Company IP Assignment
+
+* Company Operating Agreement 
+
+
+# Signature Page
+
+The parties sign this Agreement on the date below by their electronic signatures.
+

CommonBoilerplate/Dissolution.md

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+
+# Withdrawal, Dissolution, Liquidation and Termination
+
+## Dissolution, Liquidation, and Termination Generally
+
+The Company shall be dissolved upon the first to occur of any of
+the following:
+
+* The sale or disposition of all assets of the Company and the receipt, in cash, of 
+all consideration therefor, and the determination of the Board Of Directors and all 
+Members not to continue the business of the Company directly or through an Investment 
+Entity.
+
+* The occurrence of any event which, as a matter of law, requires that the 
+Company be dissolved.
+
+
+## Liquidation and Termination
+Upon dissolution of the Company such Person as the Board Of Directors 
+may designate shall act as liquidator. The liquidator shall 
+proceed diligently to wind up the
+affairs of the applicable Company and make final distributions
+as provided herein. The costs of liquidation shall be a Company 
+expense, as applicable. Until final distribution, the liquidator
+shall continue to operate the Company with all of the power
+and authority of the Board Of Directors, as applicable
+hereunder. The steps to be accomplished by the liquidator are as
+follows:
+
+* as promptly as possible after dissolution and again after final
+liquidation, the liquidator shall cause a proper accounting to be made
+by a firm of certified public liquidator, which shall cause a proper
+accounting to be made by a firm of certified public accountants
+acceptable to the Board Of Directors of the Company's 
+assets, liabilities, and operations through the last day of the
+calendar month in which the dissolution shall occur or the final
+liquidation shall be completed, as applicable
+
+* the liquidator shall cause the Company to
+satisfy all of the debts and liabilities of the Company and
+(whether by payment or the making of reasonable provision for payment
+thereof)
+
+* all remaining assets of the Company shall be distributed
+to the Members as follows:
+
+* (a) the liquidator may sell any or all applicable Company 
+property and the sum of:
+
+* (b) any resulting gain or loss from each sale plus
+
+* (c) the fair market value of such property that has not been sold
+shall be determined and (notwithstanding the provisions of Section 
+Capital Accounts income, gain, loss, and deduction inherent in such
+property (that has not been reflected in the Capital Accounts
+previously) shall be allocated among the Members to the extent possible
+to cause the Capital Account balance of each Member to equal the amount
+distributable to such Member under this Section.
+
+* Company property as applicable shall be distributed to
+the Members as provided in Section "Distributions to Members".
+
+## Cancellation of Certificate. 
+In the case of the dissolution,
+liquidation and termination of the Company, on completion of the
+distribution of Company assets, the Board Of Directors (or such other
+Person as the BOC may require or permit) shall file a Certificate of
+Cancellation with the Secretary of State of Texas, cancel any other
+filings made pursuant to Section "Qualification in Other Jurisdictions".
+and take such other actions as may be necessary to
+terminate the existence of the Company. In the case of the dissolution,
+liquidation and termination of the Company, the CEO shall file such
+certificates as may be required by the BOC or other law in respect
+thereof.
+

CommonBoilerplate/Distributions.md

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+
+# Distributions to Members
+
+## Distributions in General
+
+From time to time, but not less often than
+monthly, the CEO and CFO shall determine (i) the amount, if any, by
+which the Company's funds then on hand exceed the Reserve Amount (such
+excess being referred to herein as "**Excess Funds**").
+
+If the CEO and CFO determines that there are 
+Excess Funds subject to distribution but that additional Capital Contributions
+will be required for future Company needs within the next two
+(2) calendar month period, then the CEO and CFO may elect to not make 
+a distribution of such Excess Funds.
+
+Not later than the 15th day of each calendar month, the Excess Funds derived 
+from the business shall be distributed to the Company Members in accordance with
+their Sharing Ratios.
+
+
+## Withholding
+
+The Company may withhold distributions or portions
+thereof if it is required to do so by any applicable rule, regulation,
+or law, and each Member hereby authorizes the Company to withhold from
+or pay on behalf of or with respect to such Member any amount of
+federal, state, local or foreign taxes that the Board Of Directors, CEO
+and CFO reasonably determines that the Company is required to withhold
+or pay with respect to any amount distributable or allocatable to such
+Member pursuant to this Agreement. Any amounts so paid or withheld with
+respect to a Member pursuant to this Section shall be treated as having
+been distributed to such Member and shall reduce any amounts otherwise
+distributable to such Member (either currently or in the future)
+pursuant to Section "Distributions to Members" or Section 
+"Withdrawl, Dissolution, Liquidation and Termination".
+
+The Company desires to issue Units in respect of the Company designated as 
+“Profits Interest Units” to Participant in connection with Participant’s performance 
+of services to or for the benefit of the Company.
+

CommonBoilerplate/DutyOfCare.md

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+
+# Duty of care
+
+Each Member shall discharge their duties in a good and proper manner
+as provided for in this Agreement. Each Member, on behalf of the
+Company shall enforce agreements entered into
+by the Company and conduct or cause to be
+conducted the ordinary business and affairs of the Company in
+accordance with good industry practice and the provisions of this
+Agreement. 

CommonBoilerplate/Indemnification.md

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+
+# Indemnification; Reimbursement of Expenses; Insurance
+
+To the fullest extent permitted by law, and subject to the limitations set
+forth in this Section, and with, in each case, the Board Of Directors
+prior approval: 
+
+* the Company may (at the Members sole discretion) indemnify each Director
+or Member for any Adverse Consequences 
+that a Director or Member may suffer including, but not limited to, any
+Director, or Member who, is to be made a party to any pending or
+completed action, suit or proceeding ("**Proceeding**"), any appeal
+therein, or any inquiry or investigation preliminary thereto, solely by
+reason of the fact that he or she is or was a Director, Member and was
+acting within scope of duties or under the authority of the Company and
+was not in breach of agreements or violating fiduciary responsibility 
+as determned by the Members;
+
+* the Company may (at the Members sole discretion) pay a Director or Member for expenses 
+incurred by him or her:
+
+(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
+
+(2) in connection with his or her appearance as a witness or other participation in any 
+Proceeding. 
+
+Such indemnification may also include counsel fees. 
+
+The Company may indemnify and advance expenses to an employee or agent of the Company to
+the same extent and subject to the same conditions under which it may
+indemnify and advance expenses to the Director or Members under the
+preceding sentence. 
+
+The provisions of this Section shall not be exclusive of any other right 
+under any law, provision of the Certificate or this Agreement, or otherwise.
+
+Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :
+
+* gross negligence
+
+* simple negligence
+
+* willful misconduct 
+
+* bad faith
+
+* involving a material or fiduciary breach of this Agreement or the duties set forth herein,
+
+* any other reason in the Members and/or Board Of Directors discretion
+which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial
+loss to the Company.
+
+## Option to Purchase Insurance
+
+The Company may purchase and maintain insurance to protect itself and any
+Director, Member, employee or agent of the Company, whether or not the
+Company would have the power to indemnify such Person under this Section.
+
+## Limits of Coverage
+
+This indemnification obligation shall be limited to $1,000.00 and no Member 
+shall be required to make a Capital Contribution in respect thereof.

CommonBoilerplate/LiabilityToThirdParties.md

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+
+# Liability to Third Parties
+No Member or Director, solely by reason of being a
+member or Director, shall be liable for the debts, obligations, or liabilities of
+the Company.

CommonBoilerplate/ManagementOfTheCompany.md

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+
+# Management of the Company
+
+## Member authority
+Company Members shall be fully empowered and authorized to
+implement the terms and provisions of the Board Of Directors approved
+Business Plan and Annual Budget on behalf of the Company, subject to the
+limitations set forth in Section "Major Decisions".
+
+The Company may rely upon any action taken or document executed by the
+any Officer without duty of further inquiry and may assume that such 
+Officer has the requisite power and authority to take the action or 
+execute the document in question.
+
+## Annual requirements of members
+Not later than February 1 of each year, the Members shall
+deliver to the Board Of Directors a detailed proposed business plan (the
+"**Business Plan**") for the Company's next succeeding fiscal year,
+which shall include the proposed budget for such year (the "**Annual
+Budget**").
+
+## Business Plan and Annual Budget
+
+The Business Plan and Annual Budget shall contain such other information
+as the Members wishes to include and shall contain such
+information as the Board Of Directors may request. 
+
+The Board Of Directors will review the proposed Annual Budget and Business Plan, 
+and subject to required revisions, approve the same for the next succeeding
+fiscal year no later than February 15 of each year.
+
+The Business Plan and Annual Budget shall include projected revenues,
+expenses for the year in question, projected investment activities and
+such other matters as the Members and Board Of Directos may deem appropriate. 
+If the Annual Budget provides for a contingency or similar line item, then
+unless otherwise specifically provided to the contrary therein, the
+Members shall be empowered to expend the amount set forth in such
+line item for the Company obligations. If the Business Plan is not
+approved by the date set forth above, then: 
+
+* any items or portions thereof that have been approved will become operative 
+immediately
+
+* with respect to the Annual Budget, the Members may expend,
+in respect of noncapital or recurring expenses in any quarter of the
+then current calendar year, an amount equal to the budget amount for the
+corresponding quarter of the immediately preceding calendar year, as set
+forth on the last approved Annual Budget after giving effect to any
+material changes to the Company or its properties during the prior year;
+however, if any contract approved as a part of any prior approved Annual
+Budget or Business Plan provides for automatic increases in costs
+thereunder after the beginning of the then current calendar year, then
+the Members may expend the amount of that increase.
+
+Following submission and recording of the final version of the
+Business Plan and Annual Budget, the Members shall be authorized
+to take the actions, incur obligations and make the expenditures therein
+expressly set forth. The Members shall not have any authority or
+power to take any action on behalf of the Company that would
+constitute a Major Decision, unless it has been
+expressly approved in writing by the Board Of Directors. 
+
+
+
+## Compensation of Members
+Except as otherwise specifically provided herein, no compensatory payment shall be made by
+the Company to any Member for the services to the Company.
+
+## Officers
+The Board Of Directors may from time to time, designate
+one or more Persons to be officers or agents of the Company (an
+"**Officer**"). Any Officer so designated shall have such title and
+authority and perform such duties as the Board Of Directors may, from
+time to time, designate. Unless the Board Of Directors decides
+otherwise, if the title is one commonly used for officers of a business
+corporation, the assignment of such title shall constitute the
+delegation to such Officer of the authority and duties that are normally
+associated with that office, subject to any specific delegation of
+authority and duties made to such Officer by the Board Of Directors.
+Each Officer shall hold office until his successor shall be duly
+designated and shall qualify or until his death or until he shall resign
+or shall have been removed. The salaries or other compensation, if any,
+of the Officers and agents of the Company shall be fixed from time to
+time by the Board Of Directors. Any Officer may resign as such at any
+time. Any Officer may be removed as such, with or without Cause, by the
+Board Of Directors. Designation of an Officer shall not, in and of
+itself, create contract rights. 

CommonBoilerplate/RightsToCompanyInformation.md

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+
+# Rights to Company Information
+
+In addition to the other rights specifically
+set forth in this Agreement, each Member is entitled to the following
+information under the circumstances and conditions set forth in the BOC:
+
+* true and full information regarding the status of the business and
+financial condition of the Company
+
+* promptly after becoming available, a copy of the Company's federal,
+state and local income tax returns for each year 
+
+* a current list of the name and last known business, or mailing address 
+of each Member and Director
+
+* a copy of this Agreement ,the Company's Certificate of Formation, and all amendments to
+such documents
+
+* true and full information regarding the amount of cash and a description and statement
+of the agreed value of any other property or services contributed by
+each Member and which each Member has agreed to contribute in the
+future, and the date on which each became a Member 
+
+* other information regarding the affairs of the Company to which that 
+Member is entitled pursuant to the BOC (including all the Company books and
+records)

CommonBoilerplate/TimeAndCapitalRequirements.md

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+
+# Time and Capital Requirements of members
+No Member shall be required to devote a particular
+amount of time or capital to the Company's business, 
+but shall devote sufficient time to perform their duties hereunder.