BOILERPLATE DEFINITION (LLC AGREEMENT)This boilerplate definition clause (free to save and download) covers general language that belongs at the end of all LLC (limited liability company) organizing agreements, and explains entire agreement, amendments and managing member consent, governing law, governing forum, assignment, no waivers, cumulative remedies, severability, notices, captions and plural terms for a clause providing a boilerplate definition. |
GENERAL. Entire Agreement, Amendments with Managing Member Consent.
This Agreement is the entire agreement between the parties and
supersedes all earlier and simultaneous agreements regarding the
subject matter. This Agreement may be
amended in a written document: (a) signed by a majority of the Members, or (b) as expressly required by this Agreement, or (c) as expressly allowed or required by the Act. However, for any amendment made by a majority of the Members, or made under the Act, consent of the Managing
Member is required for any such amendment to be effective. Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of TEXTFIELD [QR-27],
applicable to contracts wholly made and performed in such jurisdiction,
except for any choice or conflict of Law principles, and must be
litigated in TEXTFIELD [QR-28],
regardless of the inconvenience of the forum, except that a party
may seek temporary injunctive relief in any venue of its choosing. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. No Waivers, Cumulative Remedies.
A party's failure to insist upon strict performance of any provision of
this Agreement is not a waiver of any of its rights under this
Agreement. Except if expressly stated otherwise, all remedies under
this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability.
If any portion of this Agreement is held to be unenforceable, the
unenforceable portion must be construed as nearly as possible to
reflect the original intent of the parties, the remaining portions
remain in full force and effect, and the unenforceable portion remains
enforceable in all other contexts and jurisdictions. Notices.
All notices, including notices of address changes, under this Agreement
must be sent by registered or certified mail or by overnight commercial
delivery to the address set forth in this Agreement by each party. Captions and Plural Terms.
All captions are for purposes of convenience only and are not to be
used in interpretation or enforcement of this Agreement. Terms defined
in the singular have the same meaning in the plural and vice versa.