A long-form LLC agreement (also known as an operating agreement or limited liability company agreement) to be used for a Delaware limited liability company (LLC) formed to carry out a joint venture. This Standard Document assumes an agreement between two members, one of which owns a majority interest and the other a minority interest in the LLC. It assumes that the LLC is governed by a board of managers, with each member having the right to appoint a specified number of board members. This Standard Document includes integrated notes with important explanations and drafting and negotiating tips.