It can be tempting to avoid the work of developing an operating agreement with your other contemplated business partners and “just get started.”  However, a lot of future conflicts can be avoided and the foundation for a long and successful partnership can be laid if business partners have the foresight to work through issues upfront.  How much should each partner contribute in the way of capital and services?  What will be the initial capital needs of the company?  What are the specific services that a partner will be required to contribute on a one-time and on an ongoing basis?  What are the remedies for the other partners if a partner defaults on providing the capital or services he or she promised?  What are the rights or obligations of partners to buyout the interests of a departing partner?  How will the purchase price of a departing partner’s interest be determined?  What rights does a departing partner have to sell his or her business interest to a non-partner or to pass his or her interest on to his or her heirs?  Will a business partner be subject to a noncompete agreement if he or she leaves?  What rights does a departing business partner have to the company’s intellectual property after he or she leaves?  Can all business partners bind the company or will day-to-day management of the company be delegated to one partner or a subset of partners?  What level of profits will each partner receive in return for his or her contribution of capital and services?  What happens if the company runs short of money?  Can partners require each other to make additional capital contributions to the company to give the company a chance to succeed if the company runs short of cash?  What rights do the partners have to a return of capital if a partner departs the company or the company dissolves?  What are the various default provisions that govern the operation of the type of business entity that has been selected (for example corporation, limited liability company or limited liability partnership)?  Will these default provisions work well for your business venture or do they need to be modified?  The operating agreement is the mechanism by which you and your business partners can change the application of these default rules to your business and address the other issues identified above.