GENERAL PARTNERSHIP AGREEMENT

STATE OF ARKANSAS

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 Arkansas Revised Uniform Partnership Act (Ark. Code Ann. § 4-46-101 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.

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. Dispute Resolution
15. General Provisions
16. Arkansas-Specific Provisions
17. Execution

1. DEFINITIONS

"Arkansas RUPA" means the Arkansas Revised Uniform Partnership Act, Ark. Code Ann. § 4-46-101 et seq.

"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.

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

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Arkansas effective as of the Effective Date pursuant to Arkansas RUPA (Ark. Code Ann. § 4-46-101 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.

2.3 Purpose. The purpose of the Partnership is to [DESCRIBE BUSINESS PURPOSE].

2.4 Principal Office. The principal office shall be at [ADDRESS], Arkansas.

2.5 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 on Schedule A.

3.2 Additional Contributions. No Partner shall be required to make additional Capital Contributions without such Partner's written consent.

3.3 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. Profits and Losses shall be allocated to the Partners in proportion to their respective Percentage Interests.

4.2 Distributions. Cash available for distribution shall be distributed to 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.

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) Voluntary dissolution.

5.3 Meetings. Any Partner may call a meeting upon at least five (5) business days' written notice.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants: Due Authority; No Conflict; Investment Purpose; Sophistication.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. Compliance with applicable federal, Arkansas state, and local laws.

7.2 Non-Compete. During the term and for [12] months thereafter, no Partner shall engage in competitive business within [GEOGRAPHIC SCOPE].

7.3 Confidentiality. Trade secrets protected under Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601 et seq.).

8. BOOKS, RECORDS, AND ACCOUNTING

Books and records maintained per Ark. Code Ann. § 4-46-403. Each Partner has inspection rights.

9. INSURANCE AND RISK MANAGEMENT

The Partnership shall maintain commercial general liability, property, and workers' compensation insurance as required.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification for breaches, gross negligence, or willful misconduct.

10.2 Limitation of Liability subject to Arkansas RUPA provisions (Ark. Code Ann. § 4-46-306).

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

Transfer restrictions; Right of First Refusal; Partner withdrawal per Ark. Code Ann. § 4-46-601 et seq.

12. DISSOCIATION; DISSOLUTION; WINDING UP

Dissociation and dissolution per Arkansas RUPA (Ark. Code Ann. § 4-46-601, 4-46-801). Winding up per Ark. Code Ann. § 4-46-803.

13. DEFAULT AND REMEDIES

Events of Default; Remedies including suspension of voting rights and buyout at lesser of FMV or book value.

14. DISPUTE RESOLUTION

14.1 Negotiation first.

14.2 Mandatory Arbitration in [Little Rock/Fayetteville], Arkansas under AAA Commercial Arbitration Rules.

14.3 Injunctive Relief in state or federal courts in Arkansas.

14.4 JURY WAIVER TO THE FULLEST EXTENT PERMITTED BY ARKANSAS LAW.

15. GENERAL PROVISIONS

Amendments; Waiver; Assignment; Entire Agreement; Severability; Notices; Electronic Signatures valid under Ark. Code Ann. § 25-32-101 et seq.

16. ARKANSAS-SPECIFIC PROVISIONS

16.1 This Agreement governed by Arkansas RUPA (Ark. Code Ann. § 4-46-101 et seq.).

16.2 Statement of Partnership Authority may be filed with Arkansas Secretary of State per Ark. Code Ann. § 4-46-303.

17. EXECUTION

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS