addition
to
those
relating
to
the
LLC.
The
Member
shall
not
be
required
t o
p articipate
i n
t he
L LC
a s
t heir
s ole
a nd
e xclusive
b usiness.
The
Member
shall
not
be
held
liable
to
the
LLC
by
participating
in
outside
b usinesses,
i nvestments,
o r
a ctivities.
XXVII.
DUTIES
OF
MEMBERS:
LIMITATION
OF
LIABILITY/GOOD
FAITH.
The
owner
of
the
LLC
shall
perform
their
duties
in
good
faith
and
perform
with
such
care
to
be
in
the
best
interest
of
the
LLC.
The
Member
shall
be
held
responsible
if
an
Officer
finds
them
guilty
of
fraud,
gross
negligence,
deceit,
willful
misconduct,
or
a
wrongful
taking.
No
Member
or
Officer,
by
reason
of
being
or
having
been
a
Member
or
Officer,
shall
be
liable
to
the
LLC
or
to
any
other
member
or
O fficer
f or
a ny
l oss
o r
d amage
s ustained
b y
t he
L LC.
XXVIII.
P ROTECTION
O F
M EMBERS
A ND
O FFICERS.
(a)
As
used
herein,
the
term
“Protected
Party”
refers
to
the
Member
and
o fficer(s)
o f
t he
C ompany.
(b)
T o
t he
e xtent
t hat,
a t
l aw
o r
i n
e quity,
a
P rotected
P arty
h as
d uties
(including
fiduciary
duties)
and
liabilities
relating
thereto
to
the
LLC
or
to
any
other
Protected
Party,
a
Protected
Party
acting
under
this
Agreement
shall
not
be
liable
to
the
LLC
or
to
any
other
Protected
Party
f or
g ood
f aith
r eliance
o n:
(i)
The
p rovisions
o f
t his
A greement;
(ii)
The
r ecords
o f
t he
L LC;
a nd/or
(iii)
Such
i nformation,
o pinions,
r eports
o r
s tatements
p resented
t o
the
LLC
by
any
person
as
to
matters
the
Protected
Party
reasonably
believes
are
within
such
other
person’s
professional
or
expert
competence
and
who
has
been
selected
with
r easonable
c are
b y
o r
o n
b ehalf
o f
t he
L LC.
(c)
The
provisions
of
this
agreement,
to
the
extent
that
they
restrict
t he
d uties
a nd
l iabilities
o f
a
P rotected
P arty
t o
t he
L LC
or
to
any
other
Protected
Party
otherwise
existing
at
law
or
in
equity,
are
agreed
by
the
parties
hereto
to
replace
such
other
duties
a nd
l iabilities
o f
s uch
P rotected
P arty.
XXIX.
INSURANCE
A ND
I DEMNIFICATION.
(a)
Right
t o
I ndemnification.
(i)
Any
person
who
is
or
was
a
member
or
officer
of
the
LLC
and
who
is
or
may
be
a
party
to
any
civil
action
because
of
his/her