GENERAL PARTNERSHIP AGREEMENT

STATE OF ALABAMA

DOCUMENT HEADER

This General Partnership Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among [PARTY A LEGAL NAME], a [STATE] resident/entity, and [PARTY B LEGAL NAME], a [STATE] resident/entity (each, a "Partner" and together, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Alabama Uniform Partnership Act (Ala. Code § 10A-8-1.01 et seq.) and the following terms and conditions.

RECITALS

A. The Partners desire to associate themselves as a general partnership for the purposes set forth herein;
B. Each Partner will make or has made the capital contributions described on Schedule A; and
C. The Partners wish to set forth in writing their respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Risk Allocation
15. Dispute Resolution
16. General Provisions
17. Alabama-Specific Provisions
18. Execution

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below.

"AAA" means the American Arbitration Association.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Agreement" has the meaning set forth in the preamble.

"Alabama UPA" means the Alabama Uniform Partnership Act, Ala. Code § 10A-8-1.01 et seq.

"Arbitration Rules" has the meaning set forth in Section 15.2.

"Capital Contribution" means, for any Partner, the cash and the agreed fair market value of property (net of liabilities) contributed to the Partnership, as set forth on Schedule A.

"Defaulting Partner" has the meaning set forth in Section 13.1.

"Effective Date" has the meaning set forth in the Document Header.

"Losses" has the meaning set forth in Section 10.1.

"Partner" and "Partnership" each have the meanings set forth in the Document Header.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as amended from time to time.

"Person" means any individual, corporation, partnership, limited liability company, trust, or other entity.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Alabama effective as of the Effective Date pursuant to Alabama UPA (Ala. Code § 10A-8-1.01 et seq.).

2.2 Name. The Partnership shall conduct its business under the name "[PARTNERSHIP NAME]" or such other name as the Partners may unanimously approve. The Partnership shall file any required trade name certificates with the appropriate Alabama county probate office.

2.3 Purpose. The purpose of the Partnership is to [DESCRIBE BUSINESS PURPOSE], and to engage in any lawful activities incidental or ancillary thereto.

2.4 Principal Office. The principal office shall be at [ADDRESS], Alabama, or such other place as the Partners may determine.

2.5 Registered Agent. The Partnership's registered agent in Alabama shall be [REGISTERED AGENT NAME] at [REGISTERED AGENT ADDRESS].

2.6 Term. The Partnership shall continue until dissolved in accordance with Section 12.

3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Contributions. Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date.

3.2 Additional Contributions.
(a) No Partner shall be required to make additional Capital Contributions without such Partner's written consent.
(b) If the Partnership requires additional capital, the Partners may contribute pro rata in accordance with their Percentage Interests or as otherwise agreed.

3.3 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution.

3.4 Withdrawal of Capital. Except as expressly provided herein, no Partner may withdraw any part of its Capital Contribution.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.
(a) Profits and Losses shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) The Partners intend that the allocations satisfy the "substantial economic effect" test under Treas. Reg. Section 1.704-1(b).
(c) Adjustments to Capital Accounts shall be made consistent with Section 704 of the Internal Revenue Code.

4.2 Distributions. Cash available for distribution shall be distributed to the Partners at such times and in such amounts as unanimously determined by the Partners, pro rata in accordance with Percentage Interests.

4.3 Tax Matters Partner. [PARTNER DESIGNATION] is designated as the "partnership representative" within the meaning of Code Section 6223.

5. MANAGEMENT; VOTING; MEETINGS

5.1 Management. The Partners shall manage the Partnership collectively. Unless otherwise stated herein, any decision or action requires the affirmative vote of Partners holding more than fifty percent (50%) of the Percentage Interests.

5.2 Major Decisions. The following actions require unanimous consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale of all or substantially all assets;
(d) Merger or conversion;
(e) Voluntary dissolution.

5.3 Meetings. Any Partner may call a meeting upon at least five (5) business days' written notice stating the time, place, and purpose.

5.4 Quorum. Partners holding a majority of the Percentage Interests, present in person or by proxy, constitute a quorum.

5.5 Delegation of Authority. The Partners may appoint one or more managing Partners or officers to conduct day-to-day operations.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners as of the Effective Date:

6.1 Due Authority. Such Partner has full legal right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder.

6.2 No Conflict. The execution, delivery, and performance of this Agreement do not and will not conflict with any agreement, judgment, or law applicable to such Partner.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account and not with a view to distribution.

6.4 Sophistication; Independent Advice. Such Partner is sophisticated and has had the opportunity to consult independent legal and tax advisers.

6.5 Survival. The representations and warranties in this Section 6 survive indefinitely.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and the Partners shall comply in all material respects with applicable federal, Alabama state, and local laws and regulations.

7.2 Non-Compete. During the term of the Partnership and for [12] months thereafter, no Partner shall engage in any business that is competitive with the Partnership within [GEOGRAPHIC SCOPE], without unanimous consent.

7.3 Confidentiality. Each Partner shall keep confidential all proprietary information of the Partnership, except as required by law. Trade secrets shall be protected in accordance with Alabama's Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

7.4 Notice of Material Matters. Each Partner shall promptly notify the other Partners of any material breach or default under this Agreement or any material adverse change in the Partnership's business.

7.5 Insurance. The Partnership shall obtain and maintain general liability insurance in commercially reasonable amounts.

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year shall end on [FISCAL YEAR END].

8.2 Books and Records. The Partnership shall maintain complete and accurate books of account at the principal office in accordance with Ala. Code § 10A-8-4.03 (partner's rights and duties with respect to information).

8.3 Inspection Rights. Each Partner may, upon reasonable notice, inspect and copy the books and records during normal business hours pursuant to Ala. Code § 10A-8-4.03.

8.4 Bank Accounts. Funds shall be deposited in accounts in the Partnership's name. Withdrawals require the signature of at least [ONE/TWO] Partner(s).

8.5 Auditor. The Partners may engage an independent public accountant to audit the Partnership's financial statements annually.

9. INSURANCE AND RISK MANAGEMENT

9.1 Required Policies. The Partnership shall maintain (i) commercial general liability, (ii) property, and (iii) workers' compensation (if applicable under Alabama law) insurance. Coverage limits shall be no less than $[AMOUNT] per occurrence.

9.2 Additional Insured. Each Partner shall be named as an additional insured where commercially feasible.

9.3 Risk Mitigation. The Partnership shall implement and maintain appropriate risk management policies consistent with industry standards.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any losses, damages, liabilities, claims, judgments, and expenses, including reasonable attorneys' fees ("Losses"), arising out of or relating to any breach by the Indemnifying Partner of this Agreement or its gross negligence or willful misconduct.

10.2 Advance of Expenses. The Partnership shall advance expenses incurred by a Partner in defending any action, subject to repayment if such Partner is determined not to be entitled to indemnification.

10.3 Limitation of Liability.
(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages except for (i) fraud, (ii) willful misconduct, or (iii) a knowing violation of law.
(b) The limitations set forth herein are subject to Alabama UPA provisions regarding partner liability (Ala. Code § 10A-8-3.06).

10.4 Exculpation. No Partner shall be liable for reliance on any report or data believed in good faith to be accurate.

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may sell, assign, pledge, or otherwise transfer its Partnership Interest without (a) compliance with applicable securities laws and (b) obtaining the prior written consent of Partners holding at least [___]% of the non-transferring Percentage Interests.

11.2 Right of First Refusal. If a Partner receives a bona fide third-party offer, it shall first offer its Interest to the other Partners on identical terms.

11.3 Admission of New Partners. New Partners may be admitted only with unanimous consent and execution of a joinder in substantially the form attached as Schedule C.

11.4 Withdrawal. A Partner may withdraw upon at least ninety (90) days' prior written notice, subject to Section 12 and Ala. Code § 10A-8-6.01 et seq.

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation. A Partner becomes dissociated upon (a) death or incapacity (if an individual), (b) bankruptcy, (c) withdrawal pursuant to Section 11.4, or (d) removal for cause by unanimous vote of the other Partners, subject to Alabama UPA (Ala. Code § 10A-8-6.01).

12.2 Dissolution Events. The Partnership shall dissolve upon the first to occur of:
(i) unanimous written agreement;
(ii) sale of substantially all assets;
(iii) entry of a decree of judicial dissolution under Ala. Code § 10A-8-8.01; or
(iv) any other event requiring dissolution under Alabama law.

12.3 Winding Up. Upon dissolution, the Partners shall wind up the Partnership's affairs pursuant to Ala. Code § 10A-8-8.03, liquidate assets, pay creditors, and distribute any remaining proceeds to the Partners in accordance with positive Capital Account balances.

13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner:
(a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
(b) becomes insolvent or files for bankruptcy;
(c) engages in fraud or criminal conduct relating to the Partnership.

13.2 Remedies. Upon Default, the non-defaulting Partners may (i) suspend the Defaulting Partner's voting rights, (ii) purchase the Defaulting Partner's Interest at the lesser of fair market value or book value, or (iii) pursue any other remedy at law or equity.

13.3 Attorneys' Fees. The prevailing party in any action to enforce this Agreement is entitled to reasonable attorneys' fees and costs as permitted under Alabama law.

14. RISK ALLOCATION

14.1 Insurance. See Section 9.

14.2 Force Majeure. Neither the Partnership nor any Partner shall be liable for failure to perform caused by acts beyond reasonable control, including natural disasters (including tornadoes and hurricanes common to Alabama), war, terrorism, labor disputes, governmental actions, or pandemics ("Force Majeure Event"), provided that the affected party gives prompt notice and resumes performance as soon as reasonably practicable.

14.3 Mitigation. The affected party shall use commercially reasonable efforts to mitigate the effects of a Force Majeure Event.

15. DISPUTE RESOLUTION

15.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute by negotiation.

15.2 Mandatory Arbitration. Any dispute not resolved within thirty (30) days of written notice shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules ("Arbitration Rules"). The seat of arbitration shall be [Birmingham/Montgomery/Huntsville], Alabama. The tribunal shall consist of one (1) arbitrator with at least ten (10) years' experience in partnership or commercial disputes and shall issue a reasoned award.

15.3 Injunctive Relief; Exclusive Jurisdiction.
(a) Notwithstanding Section 15.2, either party may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [COUNTY] County, Alabama, and each party irrevocably submits to the exclusive jurisdiction of such courts for that purpose.
(b) The parties waive any objection to venue or forum non conveniens.

15.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.5 Confidentiality of Proceedings. The arbitration and any related proceedings shall be confidential.

15.6 Enforcement; Judgment. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

16. GENERAL PROVISIONS

16.1 Amendments. This Agreement may be amended only by a written instrument executed by Partners holding at least [UNANIMOUS OR SPECIFIED]% of the Percentage Interests.

16.2 Waiver. No failure or delay in exercising any right hereunder operates as a waiver thereof.

16.3 Assignment. No Partner may assign its rights or delegate its obligations without the prior written consent of Partners holding at least [___]% of the Percentage Interests.

16.4 Entire Agreement; Merger. This Agreement (including the Schedules) constitutes the entire agreement among the Partners and supersedes all prior agreements.

16.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary.

16.6 Successors and Assigns. This Agreement binds and benefits the Partners and their respective successors and permitted assigns.

16.7 Notices. All notices shall be in writing and deemed given upon (i) personal delivery, (ii) confirmed email, (iii) overnight courier, or (iv) three (3) days after deposit in first-class mail, postage prepaid, addressed to the receiving Partner at its address set forth on Schedule A.

16.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Signatures delivered by electronic means are binding under Alabama's Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.).

16.9 Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

16.10 No Third-Party Beneficiaries. Except as expressly provided, nothing herein is intended to confer upon any Person other than the Partners any rights or remedies.

17. ALABAMA-SPECIFIC PROVISIONS

17.1 Alabama UPA. This Agreement is governed by and shall be interpreted in accordance with the Alabama Uniform Partnership Act (Ala. Code § 10A-8-1.01 et seq.). To the extent any provision herein conflicts with mandatory provisions of Alabama UPA, Alabama UPA shall control.

17.2 Statement of Partnership Authority. The Partnership may file a Statement of Partnership Authority with the Alabama Secretary of State pursuant to Ala. Code § 10A-8-3.03.

17.3 Business Privilege Tax. The Partnership shall comply with Alabama business privilege tax requirements (Ala. Code § 40-14A-1 et seq.).

18. EXECUTION

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

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B

ALABAMA-SPECIFIC PARTNERSHIP LAW RIDER

[Insert provisions required or advisable under Alabama partnership statutes, including Statement of Partnership Authority requirements and any Alabama-specific filing obligations.]

SCHEDULE C

FORM OF JOINDER AGREEMENT

[Include a short form by which a new Partner agrees to be bound by all terms of this Agreement.]