《Operating Agreement》

1、operating agreementby: _ by: _name: _ name: _title: _ title: _拓展阅读settlement agreementthis settlement agreement is made this _(m,d,y), between aaa, a corporation organized and existing under the laws of _(placename) and having its registered office at _ ('aaa'), and bbb, ltd., a corporation

2、organized and existing under the laws of _(placename) and having its registered office at _ ('bbb') andwhereas, in _(year), ccc, inc., a corporation organized and existing under the laws of the state of _(placename) ('ccc'), bbb, and the other shareholders of aaa, entered into the ni

3、hon ccc kk joint venture agreement, which they amended by that certain amended joint venture agreement dated _(m,d,y) (these two agreements and their incidental and related agreements shall be referred to collectively herein as the 'jva');whereas, aaa and bbb entered into that certain master

4、 distributor agreement dated _(m,d,y) (this agreement and its incidental and related agreements shall be referred to collectively herein as the 'mda');whereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products ('ccc products'

5、) arising out of the jva and mda as of _(m,d,y); andwhereas, a number of unresolved issues remain from the termination of said jva and mda and the parties desire to resolve said issues upon the terms and conditions described below.now, therefore, it is agreed as follows:section 1. confirmation. ccc

6、terminated sales of ccc products through distributors of aaa or through other distributors in _(placename) as of _(m,d,y). the parties have discussed, confirmed, and mutually agree upon the following facts:1. as a result of bbb conveying its shares in aaa to ccc on _(m,d,y), the jva was amicably ter

7、minated.2. the mda was amicably terminated as of _(m,d,y).3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with ccc products. how

8、ever, aaa and its designee shall not be responsible for or assume any of bbb's liabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature) to any of bbb's customers even if aaa or its designee received an introduction to the custom

9、er from bbb and entered into a business relationship with said customer.4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbb's customer list, goodwill, etc. (h

10、ereinafter referred to collectively as 'settlement proceeds'). the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section 4 below. upon aaa's payment and bbb'

11、;s receipt of the settlement proceeds, each party, representing all of each party's respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said party's subsidiaries, affiliated companies,

12、 directors, officers, and employees thereof, for all claims arising out of or resulting from the termination of the jva and mda.5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a 'chip bundle'. the parties agree that bbb sh

13、all be entitled to continue to sell its current inventory of said chip bundles in _(placename). bbb agrees not to make additional new purchases of said chip bundles and aaa agrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.6. the parties hereto agree that as between

14、 them there are no claims, debts, obligations, or liabilities arising out of the termination of the jva and mda other than those specifically identified in this agreement.section 2. customer introduction assistance.1. bbb has disclosed and shall disclose to aaa or its designee the following informat

15、ion immediately after the parties execute this agreement:a. a list of all customers with whom bbb has or had business transactions under the mda;b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause; andc. a list of potential cust

16、omers discovered during bbb's business activities during the period from _(m,d,y) to _(m,d,y) with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.2. bbb agrees that aaa or its designee are free to concl

17、ude contracts for ccc products and other products with the persons or entities identified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.3. the prior clauses notwithstanding, upon the expiration of the one (1) year term of any maintenance agr

18、eements identified in clause 1.b. of this section 2 above, aaa or its designee shall succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance agreements. in

19、 addition, bbb agrees to cooperate with aaa or its designee in the orderly succession of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for any such servic

20、es.section 3. settlement proceeds.1. aaa hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sum of _ (_). said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _(m,d,y).2. aaa hereby agrees that it or its designee shall make payment to

21、bbb as provided in the preceding clause. moreover, aaa agrees that it will bear the cost of the telegraphic transfer handling charges.section 4. allocation of settlement proceeds. based upon discussions between the parties regarding the customer information disclosed to aaa or its designee pursuant

22、to section 1.4 of this agreement, the parties will decide by _(m,d,y) the particular breakdown of how the settlement proceeds will be allocated among the various matters (the 'final allocation'). furthermore, in accordance with the final allocation as determined hereinabove, aaa or its desig

23、nee and bbb by _(m,d,y) shall prepare and conclude a settlement agreement relating to the sale of bbb's customer list, goodwill, etc. to aaa or its designee ('customer list settlement agreement') and a settlement agreement relating to jva and mda termination claims, if any ('terminat

24、ion settlement agreement'). the settlement proceeds payable to bbb by aaa pursuant to this agreement shall be allocated respectively to the customer list settlement agreement and the termination settlement agreement pursuant to the final allocation determined hereinabove. if the final allocation

25、 of settlement proceeds results in an increase in any governmental taxes, duties, licenses, fees, excises, or tariffs now or hereafter imposed on the payment of the settlement proceeds, such charges shall be paid by the party obligated by law to make such payment, or in lieu thereof, the party oblig

26、ated by law to make such payment shall provide an exemption certificate acceptable to the other party and the applicable authority. if revenue stamps are required under _(placename)ese law to be affixed to this agreement, the parties shall be required to bear the cost of such stamps for the copy in

27、their possession. each party shall be responsible for all costs and expenses incurred on its behalf, including but not limited to attorneys fees, related to this agreement and the negotiations and consultations leading up to the formation of this agreement.section 5. law governing. this settlement a

28、greement shall be governed by and construed in accordance with the laws of _(placename). the parties hereto hereby agree that any suits brought hereunder shall be brought in the tokyo district court in tokyo, _(placename), which will have sole and exclusive jurisdiction for the first instance.sectio

29、n 6. attorney fees. in the event a suit or action is brought by any party under this agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees.section 7. notices. any notice under this agreement shall be i

30、n writing and shall be effective when actually delivered in person, or the next business day for notices sent by telefax and promptly confirmed in a manually signed writing, or three (3) days after being deposited in the mail, registered or certified, postage prepaid and addressed to the party at th

31、e address stated in this agreement or such other address as any party may designate by written notice to the other.section 8. waiver. failure of any party at any time to require performance of any provision of this agreement shall not limit the party's right to enforce the provision, nor shall a

32、ny waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision.section 9. assignment. except as otherwise provided within this agreement, neither party hereto may transfer or assign this agreement without pri

33、or written consent of the other party.section 10. presumption. this agreement or any provision thereof shall not be construed against any party due to the fact that said agreement or any provision thereof was drafted by said party.section 11. titles and captions. all article, section and paragraph t

34、itles or captions contained in this agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this agreement.section 12. pronouns and plurals. all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, si

35、ngular or plural as the identity of the person or persons may require.section 13. entire agreement. this agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this agreement.section

36、 14. agreement binding. this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.section 15. further action. the parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as

37、may be necessary or appropriate to achieve the purposes of this agreement.section 16. parties in interest. except as expressly provided herein as to ccc, nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any t

38、hird party.section 17. savings clause. if any provision of this agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is h

39、eld invalid, shall not be affected thereby.in witness whereof, this agreement has been made in duplicate, each of the parties caused this agreement to be executed by a duly authorized officer or agent as of the date first above written, and the parties hereto shall each keep one original copy of the

40、 agreement.aaa,a _(placename) corporationby :_its: _place and date of signing: _(placename), _(m,d,y)'aaa'bbb, ltd.,a _(placename) corporationby :_its: _place and date of signing: _(placename), _(m,d,y)'bbb'lease agreementthis agreement of lease is made on this _day of december _by a

41、nd between:mrs. ghazala waheed w/o abdul waheed, adult, r/o house no._, dha, lahore cantt, (hereinafter to as the lessor of the one part).andmr._,r/o china, refereed to as the lessee of the other part.(expression lessor and lessee wherever the context so permit shall always mean and include their re

42、spective heirs, successors legal representative and assignees).whereas the lessor is the lawful owner and in lawful possession of house no,_,dha, lahore cantt, consisting of 4 bedrooms with bath, d/d,tv; lounge, kitchen, store, servant, quarter together with fixtures and fitting (hereinafter collect

43、ively called the demised premises).and whereas the lessor has agreed the lease and the lessee has agreed to take on lease the demised premises on the terms and condition as given below:1. this agreement in only valid if lessee is renewed and extended for the lease period.2. the lessor lets lessee ta

44、kes the demissed premises for a period of 12 monthscommencing from 15th january xx. the lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period3. the rent of the demised premises shall be usd3,300/-(us dollars three thousand and three hundred only)

45、per month4. the lessor hereby acknowledges receipt of the sum of usd.19,800/-(us dollars nineteen thousand and eight hundred only) per month.5. it is hereby agreed between the parties that the lessee shall pay the aforesaid monthly rent usd. 3,300/-(us dollars three thousand and three hundred only)

46、as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th july xx.6. that the lessor hereby acknowledges receipt of the sum of rs.60,000/-(rupees sixty thousand only) from the lessee as fixed edposit security which shall b

47、e refunded to the lessee on giving back the vacant possession of the demised premises after deduction of damages/shortages outstanding bills for electricity, water, gas and telephone charges etc, against the demised premises.the lessee herby convenants with lessor as following:1. to pay to the lesso

48、r the rent hereby reserved in the manner before mentioned.2. that the lessee shall not at any time during the terms, without the consent in writing of the lessor, pull down, damages or make any structure alterations to the demised premeses provided always, the lessee shall have go write install any

49、fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.3. to use the demise

50、s premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by mr. _and family.4. not to sublet the whole or any part of the premises.5. to pay regularly the bills for electricity, gas, water and telephone charges in respect of the

51、 demised premises. a copy of all the paid utility bill be forwarded to the lessor every three month regularly. in case of disconnection of any facility due to non-payment, lessee will be responsible to get them restored and pay the same. all dues must be cleared before the expiry of the lease.6. the

52、 lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.the lessor hereby convenants with the lessee as following:1. to pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the municipali

53、ty, government or any other authority in respect of demised premises.2. not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.it is hereby declear and

54、 muturally agreed between the lessor and lessee ans follwing:1. the lessee and the lessor shall have the right and option to terminate this lease at any time only after the expiry of the lease period i.e., 24 months, provided they give one (1) month notice in advance to either of the parties.2. the

55、meter reading of various utilities are as given below:utility meter number today¨s readinga) elecricity _b) gas _c) telephone _d) water _3. that the lessee has also agreed with the lessor for a mandatory increase in rent by 10% per annum, the rent would be enhanced to rs.36,300/-( rupees thirty

56、 six thousand and three hundred only), should the lessor and i essee mutually to renew the lease. it can be negotiated between the parties.whereof the parties hereto have executed these presents on the and day above written.lesssor:_mrs. ghazala waheednic no._lessee_mr. _chinese passport no._memoran

57、dum of agreementthis agreement is entered into this (day, month &year) by and between (name and complete address of sponsor) (hereinafter referred to as 'sponsor') and kansas state university, 2 fairchild hall, manhattan, ks, 66506-1103 (hereinafter referred to as the 'university').?work will be performed at kansas state university in the department of (dept. name).whereas, the project contemplated by