MEMBER OPERATION AGREEMENT

November 17, 2023

MEMBER OPERATION AGREEMENT
THE PARTIES: This Member  Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________  and ______________________ with a mailing address of
______________________, City of ______________________, State of
______________________ and ______________________with a mailing address of
______________________   City of    ______________________    State of
______________________      of whom agree as follows:

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, ________ (individually the “Party” and collectively “The Parties” to
this agreement) agree as follow:
TERMS
1. TERMS OF AGREEMENT
The term of this agreement, (the “Term”) will begin on the date on this agreement and
will remain on full force and effect for five years, subject to earlier termination as
provided in this Agreement. The Term may be extended with the written consent of
the parties.

2. FORMATION
Effective ___________________ (Month Day, Year), the Members form a limited
liability company under the name ___________________ (Company Name), L.L.C.
___________________ (the "Company") on the terms and conditions in this
Company Agreement (the "Agreement") and pursuant to Chapter 101 Limited
Liability Companies (State Law) of the State of Texas (the "Act"). The Members
agree to file with the appropriate agency within the State of Texas charged with
processing and maintaining such records all documentation required for the formation
of the Company. The rights and obligations of the parties are as provided in the Act
except as otherwise expressly provided in this Agreement.

3. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual
legal power, right and authority to make this agreement and bind each respective
Party.

4. CONTRIBUTION
For the purpose of this companies operations, the parties shall an investment of
______________$ per party in the business which will interpret to ___% of the
business. Any operational costs are also ____________The division will be between 3
members, the founding member, Siddharth Thakur 98%, Krishnan Ram, 1%.James
Mahon 1%.
5. DISTRIBUTION OF PROFIT AND LOSSES
The profit sharing and losses will be shared equally as per the percentage of
investment made.
6. INDEMNIFICATION
The Company shall indemnify any person who was or is a party defendant or is
threatened to be made a party defendant, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the Company) by reason of the fact that he is or was a
Member of the Company, Manager, employee or agent of the Company, or is or was
serving at the request of the Company, against expenses (including attorney’s fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if the Members determine that he
acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company, and with respect to any criminal action proceeding,
has no reasonable cause to believe his/her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a
plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption
that the person did or did not act in good faith and in a manner which he reasonably
believed to be in the best interest of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her conduct was lawful

7. EXCLUSIVITY

This Agreement obligates that the parties shall not be part of another company
agreement of the same nature for 1 year.

8. INTELLECTUAL PROPERTY
The company shall own all designs, all logos, trademarks and any written or verbal
conversations disclosing company business practices or creative designs.

9. NON-COMPETE CLAUSE
During the term of this agreement and for a period of two years following the date
Executive ceases to be partners by the Company and its affiliates, Executive will not:
engage in any Competitive Activity,  induce or attempt to induce customers, business
relations or accounts of the Company or any of its affiliates to relinquish their
contracts or relationships with the Company or any its affiliates or solicit, entice,
assist or induce other employees, agents or independent contractors to leave the
employ of the Company or any of its affiliates or to terminate their engagements with
the Company and/or any of its affiliates or assist any competitors of the Company or
any of its affiliates in securing the services of such employees, agents or independent
contractors

10. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not
disclose or use in any manner, directly or indirectly, any Confidential Information
either during the term of this Agreement or at any time thereafter, except as required
to perform their respective duties and responsibilities or with the other party’s prior
written consent. Both parties agree that all Confidential Information disclosed and
received shall remain secret and confidential during the term of this Agreement and
continue thereafter for 10 years after this Agreement is terminated or expires.

11. NON-DISCLOSURE
The parties hereto agree, recognize and acknowledge that during the Term the
Executive shall obtain knowledge of confidential information regarding the business
and affairs of the Company. It is therefore agreed that the Executive will respect and

protect the confidentiality of all confidential information pertaining to the Company,
and will not (I) without the prior written consent of the Company, (ii) unless required
in the course of the Executive’s employment hereunder, or (iii) unless required by
applicable law, rules, regulations or court, government or regulatory authority order or
decree, disclose in any fashion such confidential information to any person (other than
a person who is a director of, or who is employed by, the Company or any subsidiary
or who is engaged to render services to the Company or any subsidiary) at any time
during the Term.

12. DISPUTE RESOLUTION CLAUSE
If the Parties are unable to resolve a Dispute through informal negotiations, the
Dispute will be finally and exclusively resolved by binding arbitration. The arbitration
shall be commenced and conducted under the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"). The arbitration may be conducted in
person, through the submission of documents, by phone, or online. The arbitrator will
make a decision in writing, but need not provide a statement of reasons unless
requested by either Party. The arbitrator must follow applicable law, and any award
may be challenged if the arbitrator fails to do so. If for any reason, a Dispute proceeds
in court rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located in [name of county] County, [name of state], and the
Parties hereby consent to, and waive all defences of lack of personal jurisdiction, and
forum non convenient with respect to venue and jurisdiction in such state and federal
courts. Application of the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transaction Act
(UCITA) are excluded from these Terms of Use.

13. TERMINATION
During the course of this agreement, the parties may terminate these Agreements if
there is illegal activity, if the party is unable to make payment as provided in the
contract, destruction of property or any other breach.

14. NOTICES

All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be
deemed to have been received (1) if delivered by hand – at the time of delivery; (2) if
delivered by overnight courier – 24 hours after the date of delivery to courier with
evidence from the courier; (3) if delivered by certified mail with return receipt – the
date as verified on the return receipt; (4) if delivered by first class mail – three (3)
business days after the date of mailing.

15. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties

16. ENFORCEABILITY.SEVERABILITY AND REFORMATION
If any provisions of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. The
intent of the Parties is to provide as broad an indemnification as possible under
Arizona laws.In the event that any aspect of this Agreement is deemed unenforceable,
the court is empowered to modify this Agreement to give the broadest possible
interpretation permitted under Texas law.

17. FORCE MAJEURE
Neither party shall be liable for any failure to perform under this Agreement when
such failure is due to causes beyond that party’s reasonable control, including, but not
limited to, acts of State or governmental authorities, acts of terrorism, natural
catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of
energy.

18. APPLICABLE LAW
This Agreement shall be governed exclusively by the laws of Texas, without regard to
conflict of law provisions

19. EXCLUSIVE VENUE AND JURISDICTION
Any lawsuits or legal proceeding arising out of or relating to this Agreement in any
way whatsoever shall be exclusively brought and litigated in the federal and state
courts of Texas. Each Party expressly consents and submits to this exclusive
jurisdiction and exclusive venue. Each Party expressly waives the right to challenge
this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the
dismissal of any lawsuits that they bring in any other jurisdiction or venue.

20. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties related to the
matters specified herein, and supersedes any prior oral or written statements or
agreements between the Parties related to such matters.

21. WAIVER

No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual
right or otherwise.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.

Member 1 Signature __________________________ Date ________________

Print Name ____________________________

Member 2 Signature __________________________ Date ________________

Print Name ____________________________

Member 3 Signature __________________________ Date ________________

Print Name ____________________________

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