Prompt Title: legal

Sure! Here's a revised version of the operating agreement for Magnetic Mavs, LLC that includes all the terms we discussed and is ready for review by a lawyer:

OPERATING AGREEMENT OF MAGNETIC MAVS, LLC A DELAWARE LIMITED LIABILITY COMPANY

This Operating Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between David Derval and Immanuel Portus (together, the "Members").

1. Formation and Name. The Members confirm the formation of the Company under the Delaware Limited Liability Company Act. The name of the Company shall be "Magnetic Mavs, LLC."

2. Purpose. The Company's purpose is to engage in any lawful act or activity for which a limited liability company may be formed under the Act, including but not limited to operating as a creative agency.

3. Principal Place of Business. The Company's principal place of business shall be determined by the Manager. The Company may establish additional offices or places of business as the Manager deems necessary.

4. Membership Interests. The Members' Membership Interests in the Company are: David Derval: 50%; Immanuel Portus: 50%.

5. Capital Contributions. The initial capital contributions of the Members have been made in cash, property, or services. No additional contributions shall be required unless agreed upon by all Members in writing.

6. Distributions. Profits, losses, and revenues shall be allocated and distributed 50% to David Derval and 50% to Immanuel Portus. The Manager shall determine the timing and amount of any distributions.

7. Management. The Company shall be managed by David Derval as the "Manager." The Manager has the authority to bind the Company in all matters, make decisions regarding the Company's management and operation, and hire and terminate employees.

8. Manager's Rights. The Manager shall have the following additional rights: a. To delegate duties and responsibilities to other Members or employees of the Company. b. To approve and execute contracts and agreements on behalf of the Company. c. To take any action necessary to protect the Company's assets and interests.

9. Exclusive Focus of Members. For one year from the Effective Date, both David Derval and Immanuel Portus shall focus exclusively on the Company and shall not engage in other business activities without the prior written consent of the other Member, unless such activities are conducted under the Magnetic Mavs brand and benefit the Company.

10. Indemnification. The Company shall indemnify, defend, and hold harmless the Manager and Members from any and all claims, demands, losses, damages, costs, expenses, and liabilities arising from their actions or inactions in connection with the Company, except for actions involving fraud, gross negligence, or willful misconduct.

11. Amendments. This Agreement may be amended only by the written consent of all Members.

12. Dissolution. The Company shall dissolve upon the unanimous written consent of the Members, the entry of a decree of judicial dissolution, or any other event required by the Act.

13. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

14. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and delivered personally, sent by registered or certified mail, return receipt requested, or sent by recognized overnight courier, addressed to the respective parties as follows: David Derval: