Operating Agreement


Up from the Ashes Digital Productions, LLC

This Operating Agreement (“Agreement”) is entered into as of [Date], by and among the Members listed below, forming a Colorado Limited Liability Company pursuant to the Colorado Limited Liability Company Act.

ARTICLE 1 — COMPANY INFORMATION

1.1 Name

The name of the Company is Up from the Ashes Digital Productions, LLC (“Company”).

1.2 Principal Office

The principal place of business shall be 7203 Dome Rock Road, Littleton, CO 80125, or any other place the Members designate.

1.3 Registered Agent

The Company’s registered agent is [Name], located at [Address].

1.4 Term

The Company shall commence on the filing of Articles of Organization and continue until dissolved under this Agreement.

ARTICLE 2 — PURPOSE

2.1 Business Purpose

The purpose of the Company is to engage in digital production and creative services, including but not limited to:

  • Digital video production

  • Video editing and post-production

  • Motion graphics and animation

  • Website design and development

  • Graphic design and branding

  • Digital marketing and content creation

  • Photography and multimedia services

  • Licensing, distribution, and monetization of digital content

  • Any other lawful activities related or incidental to the above

The Company may engage in any lawful business permitted under Colorado law.

ARTICLE 3 — MEMBERS & OWNERSHIP

3.1 Members

The Members and their ownership interests are:

Member Name

Ownership %

Initial Capital Contribution

Jesse B. Lajimodiere

[%]

$[Amount]

Michelle M. Lajimodiere

[%]

$[Amount]

3.2 Capital Contributions

No Member is required to make additional capital contributions unless agreed in writing.

ARTICLE 4 — MANAGEMENT

4.1 Management Structure

☐ Member-Managed
☐ Manager-Managed

(Select one)

If Manager-Managed, the Manager(s) shall be:

  • [Manager Name]

4.2 Authority

The Manager(s) or Members (as applicable) have authority to:

  • Enter contracts with clients and vendors

  • Hire contractors, editors, designers, developers, and freelancers

  • Purchase or lease equipment and software

  • License intellectual property

  • Open and manage bank accounts

  • Set pricing and service packages

ARTICLE 5 — PROFITS, LOSSES & DISTRIBUTIONS

5.1 Allocation

Profits and losses shall be allocated according to ownership percentages.

5.2 Distributions

Distributions shall be made at times and amounts determined by the Members, subject to available cash and legal requirements.

ARTICLE 6 — INTELLECTUAL PROPERTY

6.1 Company IP

All work product created by the Company, its Members, employees, or contractors within the scope of Company business shall be deemed Company property, including:

  • Video footage and edits

  • Websites and code

  • Designs, graphics, and branding

  • Scripts, concepts, and storyboards

  • Digital assets and templates

6.2 Client Work

Unless otherwise agreed in writing, ownership and licensing of client work shall be governed by the applicable client service agreement.

ARTICLE 7 — CLIENTS & CONTRACTS

7.1 Client Agreements

All client engagements should be documented in written agreements outlining:

  • Scope of work

  • Fees and payment terms

  • IP ownership or licensing

  • Revisions and deliverables

  • Confidentiality

7.2 Independent Contractors

The Company may hire independent contractors. Contractors shall not be considered employees unless legally required.

ARTICLE 8 — BOOKS, RECORDS & TAXES

8.1 Records

The Company shall maintain complete financial and business records.

8.2 Tax Classification

The Company shall be taxed as:

☐ Single-Member LLC (disregarded entity)
☐ Partnership
☐ S-Corporation (if elected)

ARTICLE 9 — LIABILITY & INDEMNIFICATION

9.1 Limited Liability

No Member shall be personally liable for Company debts except as required by law.

9.2 Indemnification

The Company shall indemnify Members and Managers for acts performed in good faith on behalf of the Company.

ARTICLE 10 — TRANSFERS & BUYOUTS

10.1 Restrictions

Members may not transfer ownership without approval of other Members.

10.2 Buyout

Upon death, disability, or withdrawal, the Company or remaining Members may purchase the departing Member’s interest under mutually agreed terms.

ARTICLE 11 — DISSOLUTION

11.1 Dissolution Events

The Company shall dissolve upon:

  • Member vote

  • Sale of substantially all assets

  • Legal requirement

11.2 Winding Up

Assets shall be liquidated, debts paid, and remaining funds distributed according to ownership percentages.

ARTICLE 12 — MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by the laws of Colorado.

12.2 Amendments

Amendments require written approval of Members holding [X]% ownership.

12.3 Entire Agreement

This Agreement constitutes the entire understanding among Members.

SIGNATURES

Member: ___________________________
Name:
Date:

Member: ___________________________Name:Date: