Standard Clauses for an Operating Agreement

1. Formation Information
2. Contact Information for all the members
3. Resident Agent Information
4. Banking Instructions
5. Capital Account Information (how members get paid or compensated for expenses)
6. Authority over Major Functioning
7. Policy for New Growth and Acceptance of New Members
8. Decision for type of taxation
9. Clearly-defined Voting Rights
10. A statement as to the operating in “Good Faith” agreement
11. Termination of Membership Conditions
12. The Winding Down of the Company
13. A Morals Clause

Intellectual property:
- intellectual property is owned by the person who creates it unless it is otherwise
designated, i.e., we need to have everybody who’s creating material for WP to sign a
waiver of ownership, likely as well as NDAs
- investigate 1099 contracts
- this is what I would like for the IP agreement:
- Intellectual property which is created independently by a member or members of
the company will not be considered the intellectual property of the company
unless otherwise determined through signed and written agreement and due
compensation.
- The Company will otherwise be considered owner of intellectual property created
by members if capital or other assets of the company are used in the production,
promotion, or otherwise in connection with the creation of said intellectual
property without due and agreed upon compensation.
- Any creative work or substantive intellectual property which is created by a
member of the company for the purposes of promotion, production, or otherwise
in support of or connection with an endeavour of the company, will be considered
the intellectual property of the company with no valuable consideration, in
addition to agreed-upon salaries, unless otherwise determined through signed and
written agreement.
- In the event that the Company is not issuing salaries to its members, and the
member tasked with creating intellectual property for the company is engaged in
freelance work in that area, and the freelance work is contributing a significant (in
 excess of ​25%​) portion of their income, the Company will be obligated to pay the
member a minimum wage of ​65%​ of their standard fare.

Intellectual Property and LLCs for writers:

http://www.writinglion.com/using-an-llc-for-ip-protection/

Establishing a Media Company: http://www.writinglion.com/establishing-a-media-business/

UT Dept of commerce about LLCs: https://corporations.utah.gov/business/llc.html

Legal Considerations of Staring a Film Production Company:

http://www.gcglaw.com/resources/entertainment/film_business.html

FEIN through the IRS:

https://www.irs.gov/businesses/small-businesses-self-employed/employer-id-numbers
https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identifica
tion-number-ein-online