diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 0179c82..041759d 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1804,85 +1804,291 @@ All records of the Company and its series shall be maintained exclusively in ele * The Company Committee may establish valuation guidelines * Valuations shall be documented and maintained in the electronic records system - ### Section 4.4 - Special Series Types #### 4.4.1 - TDCMSP Series (Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series) 1. **Purpose and Limitations**: A TDCMSP Series: - a. May only own physical assets, real property, and intellectual property; - b. Has no operational capability except through usage agreements with appropriate operational series; - c. Cannot enter agreements with the Company; and - d. Cannot enter agreements with any non-TSYS Group entities. + + * May only own physical assets, real property, and intellectual property + + * Has no operational capability except through usage agreements with appropriate operational series + + * Cannot enter agreements with the Company + + * Cannot enter agreements with any non-TSYS Group entities + + * Must maintain clear documentation of all assets owned + + * May not incur debt except for asset acquisition and maintenance + + * Must maintain adequate insurance for all assets 2. **Asset Categories**: TDCMSP Series may own and manage: - a. Tools and equipment; - b. Dies and molds; - c. Casting equipment; - d. Raw materials; - e. Supplies and consumables; - f. Intellectual property; - g. Patents and trademarks; - h. Technical documentation; - i. Manufacturing processes; - j. Design specifications; and - k. Real property. + + * Tools and equipment + + * Dies and molds + + * Casting equipment + + * Raw materials + + * Supplies and consumables + + * Intellectual property + + * Patents and trademarks + + * Technical documentation + + * Manufacturing processes + + * Design specifications + + * Real property + + * Digital assets and software + + * Data sets and databases + + * Domain names and online assets 3. **Lease Agreement Requirements**: All TDCMSP Series must execute written lease agreements that include: - a. Precise asset identification and valuation; - b. Clearly defined maintenance responsibilities; - c. Asset replacement provisions and funding mechanisms; - d. Insurance requirements with minimum coverage levels; - e. Usage tracking and reporting obligations; - f. Term and renewal provisions; and - g. Default and remediation procedures. + + * Precise asset identification and valuation + + * Clearly defined maintenance responsibilities + + * Asset replacement provisions and funding mechanisms + + * Insurance requirements with minimum coverage levels + + * Usage tracking and reporting obligations + + * Term and renewal provisions + + * Default and remediation procedures + + * Fair market value lease rates + + * Clear termination procedures + + * Asset return conditions + + * Dispute resolution provisions + + * Indemnification clauses 4. **Asset Management Requirements**: All TDCMSP Series must implement: - a. Regular asset valuation by qualified third parties; + * Regular asset valuation by qualified third parties - b. Comprehensive maintenance records; + * Comprehensive maintenance records - c. Usage tracking systems; + * Usage tracking systems - d. Industry-standard depreciation schedules; + * Industry-standard depreciation schedules - e. Replacement planning with adequate reserves; + * Replacement planning with adequate reserves - f. Annual asset audits; + * Annual asset audits - g. For intellectual property assets: + * Asset management software systems + + * Regular condition assessments + + * Maintenance schedule compliance monitoring + + * For intellectual property assets: - i. Formal IP protection strategies; + i. Formal IP protection strategies - ii. Regular monitoring for potential infringement; + ii. Regular monitoring for potential infringement - iii. Maintenance of registrations, renewals, and filings; + iii. Maintenance of registrations, renewals, and filings - iv. Documented chain of title and ownership verification; + iv. Documented chain of title and ownership verification - v. Periodic valuation of IP portfolio; and + v. Periodic valuation of IP portfolio - vi. Appropriate confidentiality and trade secret protections. + vi. Appropriate confidentiality and trade secret protections + + vii. License compliance monitoring + + viii. Royalty collection and distribution systems +5. **Revenue Model and Distribution**: + + * All lease payments shall be allocated according to the series operating agreement + + * Reserves shall be established for asset maintenance and replacement + + * Distributions shall be made only after adequate reserves are established + + * Special distributions may be made for extraordinary asset sales + + * Reinvestment programs may be established for asset acquisition + + * Royalty streams from intellectual property shall be separately accounted for + +6. **Capitalization Requirements**: + + * TDCMSP Series shall maintain adequate capitalization for their asset portfolio + + * Capital adequacy shall be reviewed annually + + * Special capital calls may be authorized for strategic asset acquisition + + * Asset financing shall comply with Section 3.3 + + * Capital deployment plans shall be updated annually #### 4.4.2 - Operating Series Requirements for TDCMSP Leases 1. **Qualification Requirements**: Operating Series leasing assets from TDCMSP Series must: - a. Demonstrate operational capability for proper asset utilization; - b. Maintain required insurance with TDCMSP Series named as additional insured; - c. Follow maintenance schedules established in lease agreements; - d. Provide monthly usage reports; and - e. Comply with all lease terms. + + * Demonstrate operational capability for proper asset utilization + + * Maintain required insurance with TDCMSP Series named as additional insured + + * Follow maintenance schedules established in lease agreements + + * Provide monthly usage reports + + * Comply with all lease terms + + * Conduct regular inspections and provide documentation + + * Maintain qualified personnel for asset operation + + * Implement safety protocols appropriate to the assets + + * Report any damage or performance issues immediately 2. **Operational Responsibilities**: Operating Series leasing TDCMSP assets must: - a. Designate specific personnel responsible for asset management; - b. Implement proper training for all personnel using assets; - c. Establish and follow standard operating procedures; - d. Conduct regular inspections and maintenance; - e. Immediately report any damage or malfunction; and - f. Properly account for lease expenses. + * Designate specific personnel responsible for asset management + + * Implement proper training for all personnel using assets + + * Establish and follow standard operating procedures + + * Conduct regular inspections and maintenance + + * Immediately report any damage or malfunction + + * Properly account for lease expenses + + * Document all asset usage + + * Implement asset security measures + + * Return assets in specified condition upon lease termination + + * Cooperate with asset audits and assessments + +3. **Intellectual Property Compliance**: + + * Operating Series using TDCMSP intellectual property must: + + * Implement appropriate quality control measures + + * Comply with brand standards and guidelines + + * Properly mark all IP with ownership and protection notices + + * Report any known or suspected infringement + + * Maintain confidentiality of trade secrets + + * Use software and digital assets only as licensed + + * Implement employee training on IP compliance + + * Document all IP usage and revenue generation + + * Provide required royalty reports + +4. **Default and Remedy Provisions**: + + * Default on lease obligations shall trigger: + + * Written notice and cure periods as specified in the lease agreement + + * Escalation to the Company Committee if uncured + + * Potential termination of lease rights + + * Asset recovery procedures + + * Liability for any damage beyond normal wear and tear + + * Potential cross-default provisions for multiple lease agreements + + * Dispute resolution through Schedule H procedures + +#### 4.4.3 - Technology Holding Series + +1. **Purpose and Structure**: A Technology Holding Series: + + * May be established specifically for software, digital assets, and technology intellectual property + + * Shall hold technology assets developed by or for TSYS Group entities + + * Shall license such assets to appropriate Operating Series + + * May develop technology commercialization strategies + + * Shall coordinate technology protection and enforcement + + * Shall manage the technology lifecycle + + * May establish relationships with external technology partners + +2. **Technology Management Requirements**: + + * Development of formal technology roadmaps + + * Implementation of technology valuation methodologies + + * Establishment of licensing frameworks and templates + + * Security and protection protocols for digital assets + + * Version control and update management + + * Compliance with software and data regulations + + * Open source compliance monitoring + + * Technology escrow arrangements as appropriate + + * Regular technology portfolio reviews + + * Documentation of all technology assets + +3. **Licensing Structures**: + + * Internal license agreements shall include: + + * Scope of permitted use + + * Licensing fees or royalty structures + + * Maintenance and support obligations + + * Version upgrade rights + + * Customization parameters + + * Protection of source code and other sensitive assets + + * Fair market value determination methodology + + * Performance metrics and service levels if applicable + + ### Section 4.5 - Cell Series Provisions #### 4.5.1 - Cell Series Establishment