GENERAL PARTNERSHIP AGREEMENT

OF

[PARTNERSHIP NAME]

This General Partnership Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among the undersigned partners (each a "Partner" and collectively, the "Partners").

RECITALS

A. The Partners desire to form a general partnership (the "Partnership") under the laws of [STATE] to conduct the business described herein.

B. The Partners desire to set forth their respective rights, duties, and obligations with respect to the Partnership.

C. The Partners understand that as general partners, each Partner will have unlimited personal liability for the debts and obligations of the Partnership.

[// GUIDANCE: CRITICAL - In a general partnership, ALL partners have UNLIMITED JOINT AND SEVERAL LIABILITY for partnership debts. This means each partner can be held personally liable for the entire amount of any partnership obligation. Consider whether an LLC or limited partnership would be more appropriate for liability protection.]

NOW, THEREFORE, in consideration of the mutual covenants herein, the Partners agree as follows:

ARTICLE 1 - FORMATION AND NAME

1.1 Formation

The Partners hereby form a general partnership pursuant to the [STATE] [Uniform Partnership Act / Revised Uniform Partnership Act] (the "Act").

[// GUIDANCE (Delaware): Delaware adopted the Revised Uniform Partnership Act, codified at 6 Del. C. Section 15-101 et seq. (DRUPA).]

1.2 Name

The name of the Partnership shall be [PARTNERSHIP NAME] (or such other name as the Partners may agree).

1.3 Principal Place of Business

The principal place of business of the Partnership shall be:

[ADDRESS]

The Partners may change the principal place of business by unanimous consent.

1.4 Registered Agent (If Required)

☐ Statement of Partnership Filed: The Partnership has filed (or will file) a Statement of Partnership Existence with the [STATE] Secretary of State. The registered agent is: [REGISTERED AGENT NAME AND ADDRESS].

☐ No Filing Required: The Partnership has not filed a Statement of Partnership Existence.

[// GUIDANCE: Most states do not require general partnerships to file formation documents, but some states require filings if operating under an assumed name (DBA). Delaware permits (but does not require) filing a Statement of Partnership Existence under 6 Del. C. Section 15-111.]

1.5 Term

The Partnership shall commence on the Effective Date and shall continue until dissolved in accordance with this Agreement or applicable law.

☐ Definite Term: The Partnership shall have a term ending on [DATE] unless earlier dissolved.

☐ At-Will Partnership: The Partnership is at-will and may be dissolved by any Partner upon [30 / 60 / 90] days' notice.

ARTICLE 2 - PURPOSE

2.1 Purpose

The purpose of the Partnership is to engage in:

[DESCRIBE THE PARTNERSHIP'S BUSINESS PURPOSE]

and any other lawful business that the Partners may agree to pursue.

2.2 Powers

The Partnership shall have all powers necessary or convenient to carry out its purposes, including the power to:

a. Own, lease, and dispose of real and personal property;
b. Enter into contracts and agreements;
c. Borrow money and grant security interests;
d. Sue and be sued in the Partnership name;
e. Hire employees and engage contractors;
f. Open and maintain bank accounts;
g. Take any other action permitted by law.

ARTICLE 3 - PARTNERS AND CAPITAL

3.1 Partners

The Partners and their respective ownership percentages are:

3.2 Initial Capital Contributions

Each Partner has contributed (or agrees to contribute) the capital set forth in Section 3.1. Contributions may consist of cash, property, or services.

3.3 Capital Accounts

A separate capital account shall be maintained for each Partner. Capital accounts shall be:

a. Increased by: (i) capital contributions, (ii) allocations of profits, and (iii) the fair market value of property contributed;

b. Decreased by: (i) distributions, (ii) allocations of losses, and (iii) the fair market value of property distributed.

3.4 Additional Contributions

a. No Partner shall be required to make additional capital contributions without such Partner's consent.

b. If additional capital is needed, the Partners may by [majority / unanimous] vote call for additional contributions. Partners may contribute pro rata or in other proportions as agreed.

c. A Partner who fails to contribute when called may have such Partner's Percentage Interest diluted.

3.5 Loans by Partners

A Partner may loan money to the Partnership with the consent of the other Partners. Loans shall bear interest at [__]% per annum and shall not be treated as capital contributions.

3.6 No Interest on Capital

No Partner shall receive interest on capital contributions or capital account balances.

3.7 Return of Capital

No Partner has the right to demand return of capital contributions except upon dissolution or as otherwise provided herein.

ARTICLE 4 - ALLOCATIONS OF PROFITS AND LOSSES

4.1 Profits

Net profits of the Partnership for each fiscal year shall be allocated among the Partners in proportion to their respective Percentage Interests.

4.2 Losses

Net losses of the Partnership for each fiscal year shall be allocated among the Partners in proportion to their respective Percentage Interests.

4.3 Special Allocations

The Partners may agree to special allocations for tax purposes in compliance with Treasury Regulations under Internal Revenue Code Section 704(b).

4.4 Tax Allocations

For income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated consistent with the allocations of profits and losses, subject to Code Section 704(c) for contributed property.

ARTICLE 5 - DISTRIBUTIONS

5.1 Distributions Generally

Distributions of Partnership cash shall be made at such times and in such amounts as determined by [majority / unanimous] vote of the Partners; provided, however, that distributions shall be made in proportion to the Partners' Percentage Interests.

5.2 Tax Distributions

The Partnership shall distribute to each Partner, to the extent of available cash, amounts sufficient to enable each Partner to pay estimated income taxes on Partnership income allocated to such Partner.

5.3 Limitation on Distributions

No distribution shall be made if, after giving effect thereto:

a. The Partnership would be unable to pay its debts as they become due in the ordinary course of business; or

b. The Partnership's total assets would be less than the sum of its total liabilities.

[// GUIDANCE (RUPA): RUPA Section 807 (and similar state provisions) restricts distributions that would make the partnership unable to pay its debts.]

5.4 Distributions in Kind

A Partner may not demand distribution in any form other than cash unless the Partners unanimously consent.

ARTICLE 6 - MANAGEMENT

6.1 Management Rights

☐ Equal Management: Each Partner shall have equal rights in the management and conduct of the Partnership's business, regardless of Percentage Interest.

☐ Proportionate Management: Management rights shall be in proportion to Percentage Interests.

☐ Managing Partner: Management shall be delegated to a Managing Partner as provided in Section 6.2.

[// GUIDANCE (RUPA): Under RUPA Section 401(f), each partner has equal rights in management unless the partnership agreement provides otherwise.]

6.2 Managing Partner (If Applicable)

☐ Managing Partner Appointed: [NAME] is hereby appointed as the Managing Partner. The Managing Partner shall have authority to:

a. Manage the day-to-day operations of the Partnership;
b. Execute contracts and agreements on behalf of the Partnership;
c. Hire and supervise employees;
d. Make decisions in the ordinary course of business;
e. Perform such other duties as assigned by the Partners.

The Managing Partner may be removed by [majority / unanimous] vote of the other Partners.

6.3 Voting

a. Ordinary Course: Decisions in the ordinary course of business require approval by [majority vote of Partners / majority in interest / unanimous consent].

b. Extraordinary Matters: The following decisions require [unanimous / supermajority] consent:

(i) Amendment of this Agreement;
(ii) Admission of new Partners;
(iii) Incurrence of debt exceeding $[AMOUNT];
(iv) Sale of all or substantially all assets;
(v) Merger or conversion;
(vi) Dissolution;
(vii) Any action outside the ordinary course of business;
(viii) Transactions with Partners or their affiliates;
(ix) Changes to Percentage Interests.

6.4 Authority to Bind

☐ Each Partner has authority to bind the Partnership in the ordinary course of business.

☐ Only the Managing Partner has authority to bind the Partnership.

☐ Actions binding the Partnership require [NUMBER] Partner signatures.

[// GUIDANCE (RUPA): Under RUPA Section 301, each partner is an agent of the partnership for purposes of its business, and acts in the ordinary course bind the partnership.]

6.5 Duties of Partners

Each Partner shall:

a. Devote such time and attention to Partnership business as necessary;
b. Act in good faith and in the best interests of the Partnership;
c. Account for any benefit derived from use of Partnership property or opportunities;
d. Refrain from competing with the Partnership without consent.

6.6 Fiduciary Duties

Each Partner owes fiduciary duties of loyalty and care to the Partnership and other Partners.

[// GUIDANCE (RUPA): RUPA Section 404 codifies the duties of loyalty and care. Unlike LLC statutes, partnership law generally does not permit elimination of fiduciary duties, though they may be modified.]

6.7 Meetings

a. Regular Meetings: Partners shall meet at least [quarterly / annually] to review Partnership affairs.

b. Special Meetings: Any Partner may call a special meeting upon [7] days' notice.

c. Notice: Notice may be given by any reasonable means.

d. Quorum: Partners holding [majority / all] of the Percentage Interests constitute a quorum.

e. Action Without Meeting: Any action may be taken without a meeting by written consent of Partners holding the required vote.

ARTICLE 7 - ACCOUNTING AND RECORDS

7.1 Books and Records

The Partnership shall maintain at its principal place of business:

a. Complete and accurate books of account;
b. A copy of this Agreement and all amendments;
c. Copies of tax returns for the prior [3-5] years;
d. A list of Partners' names, addresses, and Percentage Interests;
e. Records of capital contributions and distributions.

7.2 Inspection Rights

Each Partner may inspect Partnership books and records at any reasonable time.

7.3 Fiscal Year

The fiscal year of the Partnership shall end on [December 31 / OTHER DATE].

7.4 Accounting Method

The Partnership shall use the [cash / accrual] method of accounting.

7.5 Tax Returns

The Partnership shall file all required tax returns, including IRS Form 1065, and provide Schedule K-1s to Partners within [90] days after fiscal year end.

7.6 Tax Matters Partner

[NAME] shall serve as the "Partnership Representative" (or "Tax Matters Partner") under Internal Revenue Code Section 6223.

7.7 Bank Accounts

The Partnership shall maintain bank accounts at institutions selected by the Partners. Withdrawals exceeding $[AMOUNT] shall require [NUMBER] signatures.

ARTICLE 8 - TRANSFERS OF PARTNERSHIP INTERESTS

8.1 Restrictions on Transfer

No Partner may transfer any Partnership interest except:

a. With the prior written consent of all other Partners;
b. To a Permitted Transferee (as defined below); or
c. As otherwise provided in this Agreement.

8.2 Permitted Transfers

A Partner may transfer to:

a. A trust for the benefit of the Partner or Partner's family;
b. The Partner's spouse, children, or grandchildren;
c. An entity wholly owned by the Partner.

Permitted Transferees must agree in writing to be bound by this Agreement.

8.3 Right of First Refusal

Before any transfer to a third party:

a. The selling Partner shall provide written notice specifying the proposed terms;
b. The other Partners shall have [30] days to elect to purchase on the same terms, pro rata;
c. If not fully exercised, the sale may proceed within [90] days.

8.4 Effect of Transfer

A transferee who is not admitted as a Partner shall be an "assignee" entitled only to receive distributions and allocations but shall have no management or voting rights.

8.5 Admission of New Partners

New Partners may be admitted only by [unanimous / majority] consent of the existing Partners.

ARTICLE 9 - WITHDRAWAL AND DISSOCIATION

9.1 Voluntary Withdrawal

a. At-Will Partnership: A Partner may withdraw at any time upon [30 / 60 / 90] days' written notice.

b. Term Partnership: A Partner may not withdraw before the end of the term without consent, except for good cause.

9.2 Events of Dissociation

A Partner is dissociated upon:

a. The Partner's death;
b. The Partner's withdrawal;
c. The Partner's expulsion by unanimous vote of other Partners;
d. The Partner's bankruptcy;
e. A court order of dissociation;
f. The Partner's incapacity for [180] days.

[// GUIDANCE (RUPA): RUPA Section 601 lists events causing dissociation.]

9.3 Consequences of Dissociation

Upon dissociation:

a. The dissociated Partner's right to participate in management terminates;
b. The dissociated Partner's duty of loyalty terminates (except for pre-dissociation matters);
c. The Partnership shall purchase the dissociated Partner's interest as provided in Article 10.

9.4 Wrongful Dissociation

A dissociation is wrongful if:

a. It breaches an express provision of this Agreement; or
b. (In a term partnership) It occurs before the end of the term without good cause.

A wrongfully dissociating Partner is liable for damages caused by the wrongful dissociation.

ARTICLE 10 - BUYOUT OF DISSOCIATED PARTNER

10.1 Buyout Obligation

Upon dissociation (other than dissolution), the Partnership shall purchase the dissociated Partner's interest.

10.2 Buyout Price

The buyout price shall equal the greater of:

a. The dissociated Partner's capital account balance; or
b. The amount distributable to such Partner if the Partnership were wound up as of the dissociation date.

☐ Alternative - Agreed Value: The buyout price shall be the Agreed Value set forth on Schedule B.

☐ Alternative - Appraisal: The buyout price shall be determined by appraisal.

10.3 Offset for Damages

If dissociation is wrongful, damages may be offset against the buyout price.

10.4 Payment Terms

a. The buyout price shall be paid within [120] days of dissociation; or

b. ☐ The buyout price may be paid in installments over [NUMBER] years with interest at [__]%.

10.5 Indemnification

The dissociated Partner shall be indemnified against Partnership liabilities arising before dissociation, except to the extent of undistributed Partnership assets.

[// GUIDANCE (RUPA): RUPA Sections 701-703 provide detailed rules for buyout of dissociated partners.]

ARTICLE 11 - DISSOLUTION AND WINDING UP

11.1 Events of Dissolution

The Partnership shall dissolve upon:

a. The unanimous consent of the Partners;
b. The expiration of the term (if a term partnership);
c. An event that makes it unlawful to continue the business;
d. A judicial decree of dissolution;
e. The dissociation of a Partner, unless within [90] days the remaining Partners agree to continue.

[// GUIDANCE (RUPA): RUPA Section 801 lists events causing dissolution.]

11.2 Continuation After Dissociation

Upon dissociation of a Partner, the remaining Partners may elect to continue the Partnership by:

a. Unanimous consent within [90] days of dissociation; and
b. Purchasing the dissociated Partner's interest pursuant to Article 10.

11.3 Winding Up

Upon dissolution, the Partners (or a liquidating partner appointed by majority vote) shall wind up Partnership affairs by:

a. Completing unfinished business;
b. Collecting Partnership assets;
c. Paying or providing for Partnership debts and liabilities;
d. Distributing remaining assets to Partners.

11.4 Order of Distribution

Partnership assets shall be distributed:

a. First, to creditors (including Partners who are creditors);
b. Second, to Partners to the extent of their positive capital account balances.

[// GUIDANCE (RUPA): RUPA Section 807 provides the order of distribution upon dissolution.]

11.5 Deficit Capital Accounts

No Partner with a deficit capital account shall be required to restore such deficit, unless otherwise agreed.

11.6 Statement of Dissolution

Upon completion of winding up, a Statement of Dissolution may be filed with the [STATE] Secretary of State.

ARTICLE 12 - LIABILITY AND INDEMNIFICATION

12.1 UNLIMITED LIABILITY WARNING

EACH PARTNER ACKNOWLEDGES AND UNDERSTANDS THAT AS A GENERAL PARTNER, SUCH PARTNER HAS UNLIMITED PERSONAL LIABILITY FOR ALL DEBTS, OBLIGATIONS, AND LIABILITIES OF THE PARTNERSHIP. THIS MEANS THAT EACH PARTNER'S PERSONAL ASSETS MAY BE USED TO SATISFY PARTNERSHIP OBLIGATIONS.

[// GUIDANCE: This is a critical disclosure. General partners are jointly and severally liable for partnership obligations. Each partner can be held personally liable for the entire amount of any partnership debt. Consider whether an LLC or LP would provide better liability protection.]

12.2 Joint and Several Liability

Each Partner is jointly and severally liable for all debts and obligations of the Partnership.

12.3 Contribution Among Partners

A Partner who pays more than such Partner's proportionate share of a Partnership obligation is entitled to contribution from the other Partners.

12.4 Indemnification by Partnership

The Partnership shall indemnify each Partner for:

a. Payments made in the ordinary course of Partnership business;
b. Payments made to preserve Partnership business or property;
c. Liabilities incurred in the ordinary course of Partnership business.

12.5 Indemnification by Partners

Each Partner shall indemnify the Partnership and other Partners for:

a. Breach of this Agreement;
b. Willful misconduct or fraud;
c. Actions outside the scope of Partnership business.

ARTICLE 13 - DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by the laws of the State of [STATE].

13.2 Mediation

Before initiating litigation or arbitration, the Partners shall attempt to resolve disputes through mediation.

13.3 Dispute Resolution

☐ Litigation: Disputes shall be resolved in the courts of [STATE/COUNTY].

☐ Arbitration: Disputes shall be resolved by binding arbitration under [AAA / JAMS] rules in [LOCATION].

13.4 Attorneys' Fees

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees.

ARTICLE 14 - GENERAL PROVISIONS

14.1 Amendments

This Agreement may be amended only by written instrument signed by [all Partners / Partners holding [__]%].

14.2 Entire Agreement

This Agreement constitutes the entire agreement among the Partners regarding Partnership affairs.

14.3 Severability

Invalid provisions shall be modified to the minimum extent necessary; remaining provisions remain effective.

14.4 Notices

Notices shall be in writing and delivered to addresses set forth herein.

14.5 Counterparts

This Agreement may be executed in counterparts.

14.6 Successors

This Agreement binds and benefits the Partners and their heirs, executors, administrators, successors, and permitted assigns.

14.7 No Third-Party Beneficiaries

This Agreement creates no third-party rights.

14.8 Waiver

No waiver shall be effective unless in writing.

EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date.

PARTNERS:

SCHEDULE A - PARTNERS AND CAPITAL

SCHEDULE B - AGREED VALUE (IF APPLICABLE)

As of: [DATE]

Partnership Value: $[AMOUNT]

[END OF DOCUMENT]