A long form agreement for the purchase and sale of a non-managing member majority interest in a joint venture (JV) formed as a limited liability company (LLC) that owns commercial real estate. This agreement is drafted to favor the purchaser. This form of membership interest purchase agreement (IPA) is a jurisdictionally-neutral multistate template and can be used in all jurisdictions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips for both sellers and purchasers.