Simple Operating Agreement Template Word

OPERATING AGREEMENT / SERVICES AGREEMENT

Document ID: OPS-AGMT-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Province]

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a generalized template provided for informational and drafting purposes only. It does not constitute specific legal advice. Operating agreements for Limited Liability Companies (LLCs) or professional service contracts are subject to specific state-level statutes (e.g., Delaware Limited Liability Company Act, California Corporations Code). Users must consult with qualified local legal counsel to ensure compliance with jurisdictional requirements, tax implications, and regulatory nuances.

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1. PARTIES AND RECITALS

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

[Company Full Legal Name], a [State of Incorporation] [Entity Type, e.g., LLC], having its principal place of business at [Company Principal Address] ("Company"), and

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

RECITALS: WHEREAS, the Company provides professional services in the field of [Industry/Field]; and WHEREAS, the Client desires to retain the Company to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

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2. SCOPE OF SERVICES

The Company shall perform the services described in Exhibit A (the "Services"). Any modifications to the scope of work must be executed via a written Change Order signed by authorized representatives of both parties. The Company shall perform the Services in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION AND PAYMENT TERMS

3.1 Fees: Client shall pay Company the sum of [Amount in USD] (the "Fee"). 3.2 Invoicing: Company shall submit invoices [Monthly/Milestone-based]. Payment is due within [Number] days of receipt of a valid invoice. 3.3 Late Interest: Any undisputed amount 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, from the due date until paid.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall commence on the Effective Date and continue until [End Date] or the completion of the Services. 4.2 Termination for Convenience: Either party may terminate this Agreement upon [Number] days’ prior written notice. 4.3 Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure said breach within [Number] days following receipt of written notice of the default.

5. INTELLECTUAL PROPERTY

All deliverables, reports, and work product created by the Company specifically for the Client under this Agreement shall be deemed "work made for hire" to the extent permitted by law. Upon full payment of all fees due, all rights, title, and interest in such deliverables shall vest in the Client. Company retains all rights to its pre-existing intellectual property, methodologies, and tools.

6. MUTUAL CONFIDENTIALITY

Each party (the "Receiving Party") agrees to protect the confidential information of the other party (the "Disclosing Party") using the same degree of care as it uses for its own confidential information. Confidential information shall not be disclosed to third parties without prior written consent and shall be used solely for the performance of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement do not violate any other agreement; and (c) the signatory has the legal authority to bind the party to these terms.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Liability Cap: To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, or consequential damages. Total aggregate liability for either party shall not exceed the total fees paid under this Agreement. 8.2 Indemnification: Each party agrees to indemnify and hold harmless the other from any third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct.

9. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement shall be governed by the laws of [Governing Jurisdiction]. Any dispute arising from this Agreement shall be submitted to binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association. The prevailing party in any such dispute shall be entitled to recover reasonable attorney’s fees.

10. MISCELLANEOUS

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

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11. EXECUTION

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

FOR [CLIENT FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Replace all bracketed text (e.g., [Amount in USD]) with specific data. Ensure the "Scope of Services" (Exhibit A) is detailed enough to prevent scope creep.
2. Verification: Verify that the "Authorized Signatory" has the corporate authority to sign (e.g., check the Articles of Organization or Board Resolution).
3. Digital Execution: Upload the finalized document to a secure platform like DocuSign, Adobe Sign, or HelloSign to ensure an audit trail of the signing process.
4. Record Retention: Store the executed PDF in a secure, encrypted digital repository (e.g., SharePoint, Google Drive with restricted access). Maintain these records for a minimum of seven (7) years for tax and audit purposes.
5. Filing: If this agreement is required by state law to be filed (e.g., with a Secretary of State for an LLC), ensure a certified copy is submitted. For standard service contracts, internal archiving is sufficient.