GENERAL PARTNERSHIP AGREEMENT

STATE OF ARIZONA

DOCUMENT HEADER

This General Partnership Agreement is entered into as of [EFFECTIVE DATE] by and among [PARTY A LEGAL NAME] and [PARTY B LEGAL NAME] (the "Partners").

The Partners form a general partnership pursuant to the Arizona Revised Uniform Partnership Act (A.R.S. § 29-1001 et seq.).

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. Arizona-Specific Provisions
17. Execution

1. DEFINITIONS

"Arizona RUPA" means the Arizona Revised Uniform Partnership Act, A.R.S. § 29-1001 et seq.

"Capital Contribution" means cash and property contributed as set forth on Schedule A.

"Percentage Interest" means the percentage per Schedule A.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation under Arizona RUPA (A.R.S. § 29-1001 et seq.).

2.2 Name: "[PARTNERSHIP NAME]" with trade name filing as required.

2.3 Purpose: [DESCRIBE BUSINESS PURPOSE].

2.4 Principal Office: [ADDRESS], Arizona.

2.5 Registered Agent: [REGISTERED AGENT NAME] at [ADDRESS] per A.R.S. § 29-1005.

3. CAPITAL CONTRIBUTIONS

Per Schedule A. No additional contributions required without consent.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

Profits and Losses allocated per Percentage Interests. [PARTNER] is Tax Matters Partner.

5. MANAGEMENT

Partners manage collectively. Major decisions require unanimous consent.

6. REPRESENTATIONS AND WARRANTIES

Authority; No Conflict; Investment Purpose; Sophistication.

7. COVENANTS AND RESTRICTIONS

Compliance with Arizona law; Non-compete provisions; Confidentiality per Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.).

8. BOOKS, RECORDS, AND ACCOUNTING

Maintained per A.R.S. § 29-1043. Partner inspection rights.

9. INSURANCE

Commercial general liability, property, and workers' compensation as required.

10. INDEMNIFICATION

Mutual indemnification; Limitation of liability subject to A.R.S. § 29-1036.

11. TRANSFER OF INTERESTS

Transfer restrictions; Right of First Refusal; Withdrawal per A.R.S. § 29-1061 et seq.

12. DISSOCIATION; DISSOLUTION

Per A.R.S. § 29-1061, 29-1081. Statement of dissolution filed with Arizona Corporation Commission.

13. DEFAULT AND REMEDIES

Events of Default; Buyout at lesser of FMV or book value.

14. DISPUTE RESOLUTION

Arbitration in Phoenix/Tucson, Arizona under AAA Rules. Jury waiver included.

15. GENERAL PROVISIONS

Electronic signatures valid per Arizona Electronic Transactions Act (A.R.S. § 44-7001 et seq.).

16. ARIZONA-SPECIFIC PROVISIONS

16.1 Governed by Arizona RUPA (A.R.S. § 29-1001 et seq.).

16.2 Statement of Partnership Authority may be filed with Arizona Corporation Commission per A.R.S. § 29-1033.

16.3 Arizona Transaction Privilege Tax compliance as applicable.

17. EXECUTION

SCHEDULE A