How to Get an Operating Agreement

PROFESSIONAL SERVICES AGREEMENT: CORPORATE GOVERNANCE & OPERATING AGREEMENT DRAFTING

Document ID: CORP-GOV-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Province of Jurisdiction]

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LEGAL COMPLIANCE NOTICE

This document constitutes a binding legal instrument. The following clauses are drafted to meet general corporate standards; however, statutory requirements for Operating Agreements vary significantly by jurisdiction (e.g., Delaware LLC Act vs. California Revised Uniform Limited Liability Company Act). Parties are advised to verify that the specific terms herein comply with the local statutes of the jurisdiction where the entity is formed. This document does not constitute personal legal advice; consultation with local counsel is recommended.

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1. PARTIES & RECITALS

This Professional Services Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and between:

[Service Provider Full Legal Name], with a principal address at [Service Provider Address] ("Service Provider"), and [Client Full Legal Name], with a principal address at [Client Address] ("Client").

RECITALS: WHEREAS, Client desires to retain Service Provider for the drafting and structural design of a corporate Operating Agreement; and WHEREAS, Service Provider represents that it possesses the requisite expertise to provide such services under the terms herein.

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2. SCOPE OF SERVICES

Service Provider shall perform the professional drafting of an Operating Agreement tailored to the Client’s entity structure. Services include: (a) initial drafting of organizational provisions; (b) two (2) rounds of substantive revisions; and (c) delivery of the final executed instrument. Any requests for additional services beyond this scope shall be subject to a separate written Change Order.

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3. COMPENSATION & PAYMENT TERMS

Client shall pay Service Provider a total fee of [Amount in USD] (the "Fee"). 3.1. Invoicing: Service Provider shall issue an invoice upon execution. Payment is due net thirty (30) days from receipt. 3.2. Late Interest: Any undisputed amounts not paid when due shall bear interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. 3.3. Expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses directly related to the engagement.

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4. TERM & TERMINATION

4.1. Term: This Agreement commences on the Effective Date and continues until the delivery of the final instrument, unless terminated earlier. 4.2. Termination for Convenience: Either party may terminate this Agreement upon fourteen (14) days’ written notice. 4.3. Termination for Breach: If a party commits a material breach, the non-breaching party may terminate this Agreement provided the breaching party fails to cure such breach within ten (10) days of receiving written notice of said breach.

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5. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All documents, templates, and drafts created by Service Provider specifically for the Client under this Agreement shall be considered "work made for hire" and shall become the exclusive property of the Client upon full payment of the Fee. Service Provider retains all rights to its pre-existing templates, methodologies, and general know-how.

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6. MUTUAL CONFIDENTIALITY

Each party shall hold in strict confidence all non-public, proprietary information received from the other party. Neither party shall disclose such information to any third party without prior written consent, except as required by law or to professional advisors bound by similar duties of confidentiality.

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7. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) the performance of this Agreement will not violate any other agreement to which it is a party.

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8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1. Limitation: In no event shall either party be liable for indirect, incidental, or consequential damages. Total liability of Service Provider shall not exceed the total Fees paid under this Agreement. 8.2. Indemnification: Client agrees to indemnify, defend, and hold harmless Service Provider from any claims arising out of Client’s use or modification of the provided Operating Agreement after delivery.

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9. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement shall be governed by the laws of [Governing Jurisdiction]. Any dispute arising under this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

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10. MISCELLANEOUS

10.1. Severability: If any provision is held invalid, the remainder of the Agreement shall remain in full force. 10.2. Counterparts: This Agreement may be executed in counterparts, each of which shall be an original. 10.3. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions.

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EXECUTION

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation: Copy the text above into a document editor. Replace all [Bracketed Text] with the specific, factual information required. Use "Find and Replace" for placeholders like [Company Full Legal Name].
2. Authority Verification: Ensure the person signing for the Client has the legal capacity to bind the entity (e.g., Managing Member, CEO, or Secretary). Check your internal Corporate Bylaws or Certificate of Incumbency.
3. Digital Execution: Upload the finalized PDF to a secure digital signature platform (DocuSign, Adobe Sign, or HelloSign). Assign signature fields clearly to the authorized signers.
4. Record Retention:
   • Internal: Maintain an original digital copy in your secure corporate "Legal/Contracts" folder.
   • External: Provide a fully executed copy to the Client via secure email.
5. Post-Execution: Once the Operating Agreement is customized based on this contract, ensure it is signed by all members/shareholders and stored at the company’s principal place of business. Do not file the Operating Agreement with the Secretary of State unless specifically required by your state laws.