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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;
+   * May only own physical assets, real property, and intellectual property
-   c. Cannot enter agreements with the Company; and
+   
-   d. Cannot enter agreements with any non-TSYS Group entities.
+   * 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;
+   * Tools and equipment
-   c. Casting equipment;
+   
-   d. Raw materials;
+   * Dies and molds
-   e. Supplies and consumables;
+   
-   f. Intellectual property;
+   * Casting equipment
-   g. Patents and trademarks;
+   
-   h. Technical documentation;
+   * Raw materials
-   i. Manufacturing processes;
+   
-   j. Design specifications; and
+   * Supplies and consumables
-   k. Real property.
+   
+   * 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;
+   * Precise asset identification and valuation
-   c. Asset replacement provisions and funding mechanisms;
+   
-   d. Insurance requirements with minimum coverage levels;
+   * Clearly defined maintenance responsibilities
-   e. Usage tracking and reporting obligations;
+   
-   f. Term and renewal provisions; and
+   * Asset replacement provisions and funding mechanisms
-   g. Default and remediation procedures.
+   
+   * 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;
+   * Demonstrate operational capability for proper asset utilization
-   c. Follow maintenance schedules established in lease agreements;
+   
-   d. Provide monthly usage reports; and
+   * Maintain required insurance with TDCMSP Series named as additional insured
-   e. Comply with all lease terms.
+   
+   * 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