South Dakota Operating Agreement between NBC Internet, Inc. and Velocity, Inc. is a legally binding contract that outlines the terms and conditions of their business relationship. This agreement is specific to businesses operating in South Dakota and is designed to comply with the state's laws and regulations. The South Dakota Operating Agreement is essential for establishing a clear understanding between NBC Internet, Inc. and Velocity, Inc. regarding their respective rights, responsibilities, and partnership in conducting business activities within the state. This document covers various aspects, including but not limited to: 1. Purpose: The agreement defines the purpose and objectives of the partnership between the two companies in South Dakota, whether it is for joint ventures, collaborations, or any other mutually agreed-upon activities. 2. Organization: It outlines the organizational structure of the partnership, including the roles and responsibilities of each company and their representatives. This includes details about decision-making processes, voting rights, and day-to-day management responsibilities. 3. Capital Contributions: The agreement addresses the capital contributions made by both NBC Internet, Inc. and Velocity, Inc. It specifies the initial capital investment, ongoing financial obligations, and the proportionate ownership interest each company holds in the partnership. 4. Profit and Loss Allocation: The agreement establishes guidelines for how profits and losses will be distributed between NBC Internet, Inc. and Velocity, Inc. These allocations are typically based on the agreed-upon ownership interests or any other predetermined formula. 5. Transfer of Interests: If either party wishes to transfer or sell their ownership interest, the operating agreement provides guidelines and restrictions on such transfers. This ensures that any new partner introduced to the business aligns with the existing partnership's goals and objectives. 6. Dissolution and Termination: In the event that either NBC Internet, Inc. or Velocity, Inc. decides to dissolve or terminate the partnership, the operating agreement outlines the steps and procedures to be followed, including any necessary notifications and the distribution of assets and liabilities. 7. Governing Law: As stated in the agreement's name, the South Dakota Operating Agreement falls under South Dakota state laws and regulations. This ensures compliance with the state's specific business requirements and provides legal clarity for any potential disputes or conflicts that may arise. It's worth noting that the South Dakota Operating Agreement between NBC Internet, Inc. and Velocity, Inc. can have variations or specific addendums depending on the nature of their partnership. For instance, if the agreement involves a joint marketing venture, a research collaboration, or any other distinct business purpose, additional provisions may be necessary to address these specific aspects. In conclusion, the South Dakota Operating Agreement between NBC Internet, Inc. and Velocity, Inc. is a crucial legal document that governs their business partnership within the state. It covers various significant aspects of their collaboration, providing a comprehensive framework for their operational and financial interactions while adhering to the specific regulations and legal requirements of South Dakota.