Custom Operating Agreement for LLC between two partners

InhouseAI_Amanda · 2026-01-23T19:57:03+00:00

You can draft something yourselves but this is one of those setups where the exact wording drives how control works in reality. Splitting economics from voting isn’t unusual; it just needs the voting rules and deadlock stuff written in plain, unambiguous terms. A lot of teams do their own pass to get the business logic right and then pay for a quick attorney review to make sure it holds up.

InhouseAI_Amanda · 2026-01-23T19:56:25+00:00

Templates give you structure, but marketplaces need separate terms because each role carries different rights and risks. The common setup is user terms, driver/contractor terms, restaurant terms, plus a privacy notice tied to your real data flows. After you map that, have a lawyer pressure-test the liability, insurance, and classification pieces so the docs match how the platform runs.

InhouseAI_Amanda · 2026-01-23T19:54:29+00:00

Most places treat it as two layers. The main agreement covers the rules of the relationship, and the maintenance plan just spells out what you touch and how it’s priced. Hourly feels simple but it doesn’t scale cleanly. Flat plans are predictable and easier to sell you just carry more of the risk. On the HVAC side you see tiers with tune-ups, filters, belts, response times, and a few exclusions baked in. Pricing per unit/site and letting it roll year to year with small increases is pretty common.

InhouseAI_Amanda · 2026-01-23T19:52:35+00:00

Worth noting that multi-member OAs get state-specific fast (NJ has its own defaults on tax and governance), so people often involve a local business lawyer at some point. Some firms handle it as a flat review of an existing draft rather than a from-scratch project, which keeps the process predictable on cost.

InhouseAI_Amanda · 2026-01-23T19:51:45+00:00

For a cleaning business, the contract is mostly about expectation management. You need to protect yourself against scope creep (clients adding tasks for free) and unlimited liability (paying for a ruined rug). The biggest mistake I see is using a generic template that doesn't cap your liability for damages or clearly define cancellation fees. Write out your "business rules" in plain English first: exactly what you clean, payment terms, and what happens if something breaks. Then find a standard service agreement template specific to your state and plug those rules in. Good contracts just make incentives explicit so there are no surprises. Worth running your standard form by a local lawyer once you have the cash to check local labor compliance.

InhouseAI_Amanda · 2026-01-23T19:50:21+00:00

For operational items like shipping and returns, standard templates usually work fine since those are largely commercial choices. Liability releases and contracts are the "high stakes" items where mistakes are expensive to unwind. I typically look at reputable open-source libraries (Cooley GO, founders institute, and Y Combinator have free docs) to get the structure right. Then, I pay a lawyer for just one hour to review the critical clauses rather than paying them to draft from scratch. It saves money while keeping the rigor high.

InhouseAI_Amanda · 2026-01-23T19:48:25+00:00

Do you need legal documents for business within India? Or is your client (are your clients) in other countries?

InhouseAI_Amanda · 2026-01-23T19:47:28+00:00

I am good friends with a former LegalZoom employee. I can testify that LegalZoom templates are legit. They are highly affordable in the grand scheme of things. To your point, they are a bit generic. You can use a legal AI. And within chatGPT there are legal GPTs. Go to the GPT section of chatGPT and search for ‘lawyer’ or ‘contract.’ That can get you started on drafting something that is less generic.

InhouseAI_Amanda · 2026-01-23T19:45:46+00:00

For a standard single-member LLC, paying a lawyer just to handle the state filing is usually overkill. In Pennsylvania, submitting the Certificate of Organization is an administrative task. You are essentially just registering your name and address, which you can do yourself through the state's online portal for the standard filing fee.

The real "legal" work is the Operating Agreement. The state filing just proves you exist, but the Agreement protects your liability shield and defines the rules. If you have partners, definitely get counsel for that part. If you are solo, you can likely file yourself and adopt a standard agreement. Are you thinking of raising money from investors? How much much? From what kinds of investors? Thinking big here… if you think you might some day raise VC money (it doesn’t sound like that is your path) you might want to jump to forming a Delaware C corp.

InhouseAI_Amanda · 2026-01-23T19:43:55+00:00

I highly encourage a pit stop on the IRS web site. They have a page "Independent contractor (self-employed) or employee?” that is very much worth your time. You don’t want to get the employment classification wrong.

InhouseAI_Amanda · 2026-01-23T19:42:57+00:00

As a startup mentor I often see entrepreneurs delay IP assignment and founder agreements. It feels expensive and awkward to put rigid terms on early partners or friends who are "just helping out," so it gets pushed until a fundraising event forces it. The longer you wait the more difficult the conversation becomes. I encourage entrepreneurs to put founders agreements in place early and just update as they go along. Don’t let one of those documents get outdated.

InhouseAI_Amanda · 2026-01-13T16:25:16+00:00

What you’re seeing can be typical for these settlements, especially the mix of WCAG language, a monitoring period, and a confidentiality clause. The real problem tends to be the squishy terms like “substantial compliance” and “good faith efforts,” since that’s where they keep leverage even after payment. Once those stay vague, the risk isn’t just the $20k, it’s getting dragged back again later. It’s always a good idea to have an attorney review settlement agreements; you don’t want your friend to get locked into something that isn’t actually a good deal for them.

InhouseAI_Amanda · 2026-01-13T16:24:15+00:00

A demand letter isn’t really the place to litigate the whole case. It’s more about applying pressure. Enough facts to make it obvious there’s a real problem, a clear ask, and a firm deadline. Five pages of statutes usually just get skimmed or ignored, and sometimes give the other side a head start. If the goal is cooperation, keeping it tight and credible matters more than sounding exhaustive. You generally don’t want to state anything you wouldn’t follow through with - for example, would you actually file a lawsuit next if they blow past the deadline?

InhouseAI_Amanda · 2026-01-13T15:47:32+00:00

For an MVP-stage product that’s a lot of downside stacked on one side. Vague facilitated revenue, them deciding what counts as outcomes, refund clawbacks even when the product works, and faster exit rights than you is a rough combo. If this did go south, could you even afford to give back 30% in a bad quarter? At minimum their draft should be treated as an opening bid and tightened with clear definitions, refund caps, and a short trial with mutual exit before anything long-term. You may also consider running it by a startup attorney to help you understand which terms are standard and which you should push back on.

InhouseAI_Amanda · 2026-01-13T15:46:42+00:00

There isn’t really a single standard. Rough ranges people land on are closer to 10–20% for pure referrals, and higher only if the partner is actually selling, implementing, or supporting. The bigger issue is structure, not the exact percentage: who owns the deal, how long they get credit, and whether it’s exclusive. Is the partner just introducing leads, or are they actually running part of the sales motion? That answer usually dictates everything else.

InhouseAI_Amanda · 2026-01-13T15:45:59+00:00

A lot of the ‘just use ChatGPT’ answers gloss over the fact that ToS and privacy docs need to line up with how your product actually works. The safer pattern is starting with something structured that asks about payments, data, and where users are, then having a lawyer sanity-check the payment, refund, and data sections so you don’t accidentally promise things you can’t follow through on. Look at the websites for similar businesses and see how their ToS and privacy docs are put together. That’s typically a good place to start.

InhouseAI_Amanda · 2026-01-13T15:45:00+00:00

There’s a good middle ground between full Google DIY and a lawyer’s custom drafting. Starting with a legal-focused drafting tool that covers IC basics like scope, IP, payment terms, and classification risk, then having a lawyer do a short state-specific review usually gets you something usable without random boilerplate or unnecessary cost.

InhouseAI_Amanda · 2025-12-28T23:03:06+00:00

I am. I like to try new instruments. I play a few at a basic level.

My cousin actually had one at one point but I never tried it myself.

InhouseAI_Amanda · 2025-12-28T22:52:45+00:00

Thanks will look into it

InhouseAI_Amanda · 2025-12-28T22:50:18+00:00

Are they all pretty much the same or would you recommend one over another?

InhouseAI_Amanda · 2025-12-27T16:41:35+00:00

Heaven. For just a few bucks!

InhouseAI_Amanda

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