269 lines
11 KiB
Markdown
269 lines
11 KiB
Markdown
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# Common terms and conditions
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## Not registered securities
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THE LIMITED LIABILITY COMPANY UNITS REFERRED TO HEREIN (THE “UNITS”) HAVE NOT
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BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
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SUCH INTERESTS ARE BEING OFFERED OR SOLD UNDER THE EXEMPTION PROVIDED BY SECTION
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4(2) OF THE 1933 ACT AND RULE 506 THEREUNDER NOR HAVE THEY BEEN REGISTERED UNDER
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THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER JURISDICTION.
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A PURCHASER OR RECEIVER OF UNITS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE
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INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE UNITS HAVE NOT BEEN REGISTERED
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UNDER THE 1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY
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REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
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THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE UNITS UNDER THE 1933 ACT.
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## Entire Agreement
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All parties agree that this Agreement is the final, complete and exclusive statement of
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the mutual understanding of the parties and supersedes and cancels all previous written
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and oral agreements and communications relating to the subject matter of this Agreement.
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This Agreement and its exhibits constitute the entire agreement between the parties.
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Except as otherwise provided herein, no amendments to this Agreement shall be
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binding upon any Member unless set forth in a document duly executed by such Member.
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The parties will amend this agreement only by cosigned, written agreement.
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## Binding Arbitration and waiver of rights
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IF FOR ANY REASON THIS
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ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE
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FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES
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ALL RIGHT TO TRIAL BY JURY OR BENCH TRIAL AS TO ANY ISSUE RELATING HERETO IN ANY
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ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
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AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
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Any controversy, claim or dispute arising out of or relating to this
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Agreement, shall be settled by binding arbitration in Pflugerville TX
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at the companys primary place of business located at
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<>
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All such controversies, claims or disputes shall be settled in this manner
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in lieu of any action at law or equity.
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The following rights are irrevocably waived now and forever more:
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* rights to sue in all possible venues
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* trial by Judge
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* trial by Judge/Jury
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* trial by any other form either previously used, currently in use, or used in the
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future
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* public or private disclosure of any Member conflict with the Company
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Such arbitration shall be conducted in accordance with the then prevailing
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commercial arbitration rules of American Arbitration Association
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("**AAA**"), with the following exceptions if in conflict:
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* one arbitrator shall be chosen by the AAA (the "**Arbitrator**");
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* each party to the arbitration will pay its pro rata share of
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the expenses and fees of the arbitrator, together with other expenses of the arbitration
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incurred or approved by the Arbitrator;
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* arbitration may proceed in the absence of any party if written notice (pursuant to the
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Arbitrator's rules and regulations) of the proceeding has been given to
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such party.
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* The parties agree to abide soley by all decisions and awards rendered in such proceedings.
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* Such decisions and awards rendered by the arbitrator shall be final and conclusive.
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* The Arbitrator shall not have the right to award punitive damages or
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speculative damages to either party and shall not have the power to
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amend this Agreement.
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## Ownership of Property and No Right of Partition
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* A Member's interest in the Company shall be personal property for all purposes.
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* No Member shall have any right to partition the property owned by the Company.
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* The Membership Interest:
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**IS NOT**
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and
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**SHALL NOT**
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be considered community property at any time (including but not limited to):
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* before the execution of this Agreement
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* after this Agreement is executed
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* while the Agreement is in effect
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* after the Agreement is no longer in effect due to resignation or expulsion
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* By signing this agreement, Member hereby agrees that:
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* any and all rights
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* any and all interests
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under this agreement (and applicable law incorporated by reference) are hereby:
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* suspended
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* revoked
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* rendered null and void now and forever more.
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for any
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* spouse
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* significant other
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* domestic partner
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* any future lawful definition of a similar type of close/constant party
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## Involvement of Members in Certain Proceedings
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Should any Member become involved in legal proceedings unrelated to the
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Company's business in which the Company is required to provide books, records, an
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accounting, or other information, then such Member :
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* shall indemnify the Company from all expenses incurred in conjunction therewith.
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* Member agrees that this involvement in such a proceeding may be considered a:
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* material breach of contract
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* violation of Duty Of Care
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* violation of Fidicuary Duty
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and agrees that the Member may face immediate expulsion for exposing the Company
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in such an irresonsible manner and that the Company may pursue the Member for any
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and all remedies under law.
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## No Third-Party Enforcement
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Only the parties to this agreement may enforce rights under this agreement.
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## Waiver
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No consent or waiver, express or implied, by any Member of
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any breach or default by any other Member in the performance by the
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other Member of its obligations hereunder shall be deemed or construed
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to be a consent or waiver to or of any other breach or default in the
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performance by such other Member of the same or any other obligation
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hereunder. Failure on the part of any Member to complain of any act or
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to declare any other Member in default, irrespective of how long such
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failure continues, shall not constitute a waiver of rights hereunder.
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## Severability
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If any provision of this Agreement or the application
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thereof to any Person or circumstances shall be judged by
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any court of competent jurisdiction to be unenforceable or invalid,
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to any extent, and such invalidity or unenforceability does not destroy
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the basis of the bargain between the parties, then the remainder of this
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Agreement and the application of such provisions to other Persons or
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circumstances shall not be affected thereby and shall be enforced to the
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greatest extent permitted by law.
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## Legal Relationship
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The parties to this agreement remain independent parties. This agreement does not
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create any partnership, joint venture, agency, or similar relationship between the
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parties.
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## No Assignment or Delegation
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* No party may assign any right or delegate any obligation under this agreement
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* This Agreement is not assignable or transferable by Member
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* Any attempt to assign or delegate will have no legal effect.
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* No failure to exercise, and no delay in exercising, on the part of either party, any privilege,
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any power or any rights hereunder will operate as a waiver thereof, nor will any single or
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partial exercise of any right or power hereunder preclude further exercise of any other right
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hereunder.
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## Governing Law
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This Agreement and the obligations of the Members
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hereunder shall be construed and enforced in accordance with the laws of
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the State of Texas, excluding any conflicts of law rule or principle
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which might refer such construction to the laws of another state or
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country.
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## Signature
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An electronically signed copy of this agreement delivered by e-mail or other electronic
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means has the same legal effect as delivering a printed and signed original.
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## Notices
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* The parties shall send every notice, demand, consent, request, or other communication
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required or allowed by this agreement by e-mail to the e-mail address the other party provided
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with their signature
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* All notices given in accordance with this Agreement shall be effective upon delivery
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at the e-mail address of the addressee.
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* By giving written notice thereof, each Member shall have the right from time to time to
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change its address pursuant hereto.
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## No Agreement to Employ
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Nothing in this Agreement shall affect any right that Participant may have to be employed or to maintain employment or a similar relationship (if applicable) with the Company or with any affiliated entity.
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## Captions, References
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Pronouns wherever used herein, and of
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whatever gender, shall include natural persons and corporations and
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associations of every kind and character, and the singular shall include
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the plural wherever and as often as may be appropriate. Article and
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section headings are for convenience of reference and shall not affect
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the construction or interpretation of this Agreement. Whenever the terms
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"hereof," "hereby," "herein," or words of similar import are used in
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this Agreement they shall be construed as referring to this Agreement in
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its entirety rather than to a particular section or provision, unless
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the context specifically indicates to the contrary. Any reference to a
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particular "Article" or a "Section" shall be construed as referring to
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the indicated article or section of this Agreement unless the context
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indicates to the contrary.
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## Place of Business and Office; Resident Agent
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The address of the registered agent of the Company for service of process on the
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Company in the State of Texas (and also the Company primary office)
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is located at: <>
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## Term
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The term of the Company shall commence upon the filing of the
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Certificate of Formation with the Texas Secretary of State and shall
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have perpetual existence unless it shall be dissolved and its affairs
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shall have been wound up as provided in Section Dissolution and Winding Up of Business.
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## Qualification in Other Jurisdictions.
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The Company may register in any other jurisdiction upon the approval of the Board Of Directors.
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## No State Law Partnership.
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The Company shall not be a partnership or
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joint venturer under any state or federal law, and no Member or Director
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shall be a partner or joint venture of any other Member or Director for
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any purposes; other than under the Code or other applicable tax laws,
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and this Agreement may not be construed otherwise.
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## General Restrictions on Dispositions of Membership Interests
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A Member may not make an assignment, transfer or
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other disposition (voluntarily, involuntarily or by operation of law) (a
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"**Transfer**") of all or any portion of his or her Membership Interest,
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nor pledge, mortgage, hypothecate, grant a security interest in, or
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otherwise encumber (an "**Encumbrance**") all or any portion of its
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Membership Interest,
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Any attempted Transfer of all or any portion of a Membership Interest,
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shall be void and result in the immediate (no vote required) expulsion
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of the Member and forefiture of Member interest and the right of the Company
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to pursue the Member for any and all remedies under law.
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