A New Jersey Operating Agreement is a legal document that outlines the ownership, management, and operation of a limited liability company (LLC) formed between NBC Internet, Inc. and Velocity, Inc. This agreement defines the rights and obligations of both parties and outlines the rules that govern their business relationship within the state of New Jersey. The operating agreement typically includes important provisions such as the contribution of each party to the LLC, the allocation of profits and losses, management structure, decision-making processes, capital requirements, procedures for adding or removing members, dispute resolution methods, and procedures for dissolution or termination of the LLC. Different types of New Jersey Operating Agreements between NBC Internet, Inc. and Velocity, Inc. may include: 1. Single-Member Operating Agreement: This agreement is applicable when one of the companies owns the entire membership interest of the LLC. It outlines the rights and duties of the single-member and the procedures for decision-making and management. 2. Multi-Member Operating Agreement: In the case where both NBC Internet, Inc. and Velocity, Inc. hold membership interests, a multi-member operating agreement is utilized. This agreement will establish the respective ownership percentages, decision-making processes, and distribution of profits and losses among the members. 3. Structured Operating Agreement: This type of agreement may be necessary if the LLC intends to have a more complex management structure. The structured operating agreement would outline the roles and responsibilities of different individuals or entities involved in the management and operation of the LLC. 4. Amended and Restated Operating Agreement: In situations where changes are needed to an existing operating agreement, an amended and restated operating agreement is used. This document incorporates the modifications to the original agreement while ensuring all other provisions remain in effect. It is crucial to note that the specific terms and provisions of the New Jersey Operating Agreement between NBC Internet, Inc. and Velocity, Inc. will be unique to their business arrangement, and the agreement should be drafted by legal professionals with expertise in New Jersey LLC laws to ensure compliance with state regulations and the protection of the parties' rights and interests.