Common use of Standard of Care of Members and Managers Clause in Contracts

Standard of Care of Members and Managers. A Member’s or Manager’s duty of care in the discharge of the Member’s or Manager’s duty to the Company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. In discharging their duties, the Members and Managers shall be fully protected in relying in good faith upon such information, opinions, reports or statements by any of their agents, or by any other person, as to matters the Member or Manager reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.