Partnership Agreement - General (Alaska)

ALASKA GENERAL-PARTNERSHIP FORMATION AND DRAFTING PACKET

Important Use Gate

Do not sign this packet as a partnership agreement. It creates no entity, ownership interest, contribution duty, management authority, payment duty, transfer restriction, indemnity, dispute term, or remedy.

Use it to collect facts and instructions for Alaska counsel. The parties must not assume that their preferred label controls whether their conduct creates a partnership, another entity, an agency relationship, a joint venture, employment, or another legal status.

1. Matter Control

2. Relationship and Entity Classification

Selected structure and reasons: [____________________________________________________________]

Required separate filings and documents: [____________________________________________________________]

3. Proposed Partners and Capacity

For an entity, trust, estate, fiduciary, minor, protected person, spouse, or agent, identify every consent, resolution, certificate, court order, or capacity limit counsel requires.

4. Business, Purpose, and Operating Boundaries

• Legal and trade names proposed: [________________________________]
• Principal office: [________________________________]
• Other operating locations: [________________________________]
• Specific business purpose: [________________________________]
• Prohibited or excluded activities: [________________________________]
• Territory and customer types: [________________________________]
• Licenses and permits: [________________________________]
• Material contracts or platform terms: [________________________________]
• Existing business, assets, liabilities, or goodwill being contributed: [________________________________]

5. Current-Authority Register

Record the current official text, operative date, and drafting consequence for every selected rule.

6. Contribution and Property Schedule

For each noncash item, identify ownership, liens, consents, tax basis, valuation method, intellectual-property rights, title documents, and whether use rather than ownership is intended.

Existing liabilities assumed, excluded, or disputed: [____________________________________________________________]

Future contribution and capital-call instructions: [____________________________________________________________]

7. Economic Terms

Do not use a percentage label as a substitute for a complete allocation, distribution, voting, liquidation, and tax schedule.

8. Management, Voting, and Authority

• Managing partner or committee, if any: [________________________________]
• Deadlock process: [________________________________]
• Emergency authority: [________________________________]
• Banking signers and controls: [________________________________]
• Internal approval evidence: [________________________________]
• Third-party notice or filing needed for a limitation: [________________________________]

An internal authority schedule does not by itself establish its effect on a person who did not agree to it. Counsel must address external authority and notice separately.

9. Duties, Conflicts, and Opportunities

Do not assume a contract can waive, redefine, authorize, or eliminate a duty without identifying the current rule and its permitted boundaries.

10. Operations and Compliance

11. Transfer, Admission, and Exit Design

Counsel must map each event separately. A withdrawal, dissociation, transfer, buyout, dissolution, and winding up may require different treatment; this packet selects none.

12. Valuation and Buyout Instructions

• Valuation standard: [________________________________]
• Appraiser selection: [________________________________]
• Valuation date: [__/__/____]
• Discounts or premiums proposed for review: [________________________________]
• Treatment of debt and contingent liabilities: [________________________________]
• Insurance proceeds: [________________________________]
• Payment timing and security: [________________________________]
• Interest and default terms: [________________________________]
• Tax allocation and reporting: [________________________________]
• Dispute process: [________________________________]
• Financial information to deliver: [________________________________]

13. Default and Remedy Design

No expulsion, forfeiture, dilution, forced sale, injunction, fee award, indemnity, exculpation, damages exclusion, or liability cap is created by this packet.

14. Dissolution and Winding-Up Plan

15. Risk Allocation Schedule

Internal allocation does not determine the rights of a claimant who did not agree to it.

16. Disputes and General Terms

17. Drafting and Execution Package

18. Final Counsel Review

☐ Relationship and legal structure classified

☐ Current official authority and amendments checked

☐ Parties, capacity, property, contributions, and title verified

☐ Economics, tax, accounting, authority, and banking reconciled

☐ Duties, conflicts, compliance, insurance, and third-party exposure reviewed

☐ Transfers, exits, valuation, dissolution, and winding up coordinated

☐ Risk, dispute, notice, execution, and filing terms approved

☐ Every schedule and incorporated document is complete and consistent

Preparing attorney: [________________________________]

Alaska bar number: [________________________________]

Review date: [__/__/____]

Approved operative agreement version: [________________________________]

End of preparation packet. Do not add partner signature or notary blocks to this packet.