A form buy-sell agreement to help resolve deadlocks in a two-member limited liability company. The buy-sell right used in this Standard Document is often referred to as a Russian roulette provision. It provides for one party to make an offer to either buy the other party's membership interest or sell its own membership interest at a stated price and then allows the receiving party to decide whether to be the buyer or the seller. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.