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 transaction. 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 the LLC is managed by the minority member as the sole managing member of the LLC. This Standard Document includes integrated notes with important explanations and drafting and negotiating tips.