Partnership Agreement - General (Colorado)

GENERAL PARTNERSHIP AGREEMENT

STATE OF COLORADO

DOCUMENT HEADER

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the following Partners:

Partner A: [________________________________] ("Partner A"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

Partner B: [________________________________] ("Partner B"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

Partner C (if applicable): [________________________________] ("Partner C"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

(each, a "Partner" and collectively, the "Partners")

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Colorado Uniform Partnership Act (1997), C.R.S. § 7-64-101 et seq. (the "Act"), upon the terms and conditions set forth herein.

RECITALS

A. The Partners desire to associate themselves as a general partnership under Colorado law for the purposes set forth herein;

B. Each Partner will make or has made the capital contributions described on Schedule A attached hereto;

C. The Partners wish to set forth in writing their respective rights, duties, and obligations with respect to the Partnership and to each other; and

D. The Partners intend that this Agreement shall govern the internal affairs of the Partnership to the fullest extent permitted by the Act, including as provided under C.R.S. § 7-64-103.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for 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. Dispute Resolution
15. General Provisions
16. Colorado-Specific Provisions
17. Execution

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms are indicated by initial capitalization throughout this Agreement.

"AAA" means the American Arbitration Association.

"Act" means the Colorado Uniform Partnership Act (1997), C.R.S. § 7-64-101 et seq., as amended from time to time.

"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. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the Document Header.

"Arbitration Rules" has the meaning set forth in Section 14.2.

"Available Cash" means, as of any date of determination, cash on hand less reserves reasonably determined by the Partners for working capital, contingencies, and anticipated obligations.

"Capital Account" means, for each Partner, the account maintained and adjusted in accordance with Section 4.1(c) and Treasury Regulations Section 1.704-1(b)(2)(iv).

"Capital Contribution" means, for any Partner, the total cash and the agreed fair market value of property (net of liabilities assumed or to which the property is subject) contributed to the Partnership by such Partner, as set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor statute.

"Colorado Secretary of State" means the Secretary of State of the State of Colorado or any successor agency.

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

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

"Fiscal Year" has the meaning set forth in Section 8.1.

"Force Majeure Event" has the meaning set forth in Section 15.9.

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

"Managing Partner" has the meaning set forth in Section 5.5.

"Non-Defaulting Partner" has the meaning set forth in Section 13.2.

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

"Partnership Interest" means, with respect to any Partner, such Partner's entire interest in the Partnership, including such Partner's economic interest, voting rights, and all other rights and obligations under this Agreement and the Act.

"Partnership Representative" has the meaning set forth in Section 4.4.

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

"Person" means any natural individual, corporation, partnership, limited liability company, trust, estate, association, governmental authority, or other entity.

"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative.

"Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other direct or indirect transfer or disposition, whether voluntary or involuntary, by operation of law or otherwise.

"Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Colorado, effective as of the Effective Date, pursuant to the Act. The rights, duties, and liabilities of the Partners shall be as provided in the Act, except as otherwise provided in this Agreement to the extent permitted by C.R.S. § 7-64-103.

2.2 Name. The Partnership shall conduct its business under the name "[________________________________]" (the "Partnership Name") or such other name as the Partners may unanimously approve in writing. If the Partnership operates under any name other than the surnames of the Partners, the Partnership shall comply with all applicable trade name registration requirements under Colorado law.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as the Partners may from time to time determine.

2.4 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

or at such other location within or outside the State of Colorado as the Partners may from time to time determine.

2.5 Registered Agent. The Partnership's registered agent for service of process in Colorado shall be:

Name: [________________________________]
Address: [________________________________]

The registered agent may be changed from time to time by filing an appropriate statement with the Colorado Secretary of State pursuant to C.R.S. § 7-90-702.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity until dissolved in accordance with Section 12 of this Agreement or as otherwise required by the Act.

2.7 Statement of Partnership Authority. The Partners may, but are not required to, file a Statement of Partnership Authority with the Colorado Secretary of State pursuant to C.R.S. § 7-64-303, and may record such statement in the real property records of any county in which the Partnership owns or intends to acquire real property, in accordance with C.R.S. § 7-64-303(5).

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, or as otherwise specified on Schedule A. A Partner's failure to make a required Capital Contribution by the applicable deadline shall constitute a Default under Section 13.1.

3.2 Additional Contributions.
(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.
(b) If the Partnership requires additional capital, the Managing Partner or any Partner may propose additional contributions. Additional contributions shall be made pro rata in accordance with Percentage Interests or as otherwise unanimously agreed.
(c) Any Partner who fails to make an agreed-upon additional Capital Contribution within thirty (30) days of the due date shall be deemed a Defaulting Partner under Section 13.

3.3 Capital Accounts. A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Capital Accounts shall be adjusted to reflect Capital Contributions, allocations of Profits and Losses, distributions, and other items as required by the Code and Treasury Regulations.

3.4 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution or on the balance in such Partner's Capital Account.

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement or as unanimously agreed in writing, no Partner may withdraw or demand the return of any part of its Capital Contribution.

3.6 Form of Return. Except as otherwise agreed, no Partner has the right to receive any distribution in any form other than cash. No Partner shall be compelled to accept a distribution of any asset in kind in lieu of a proportionate cash distribution.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.
(a) Profits. Net Profits for each Fiscal Year (or portion thereof) shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) Losses. Net Losses for each Fiscal Year (or portion thereof) shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that no Partner shall be allocated Losses to the extent such allocation would create or increase a deficit balance in such Partner's Adjusted Capital Account.
(c) Adjusted Capital Account. "Adjusted Capital Account" means a Partner's Capital Account balance, increased by such Partner's share of "partnership minimum gain" and "partner nonrecourse debt minimum gain" (as defined in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(i)(2), respectively), and any amount such Partner is obligated or deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1), and 1.704-2(i)(5).
(d) Regulatory Allocations. The following special allocations shall be made in the order and priority set forth below and shall be taken into account in computing subsequent allocations under this Section 4.1:
(i) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner's Adjusted Capital Account as quickly as possible.
(ii) Minimum Gain Chargeback. If there is a net decrease in partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f).
(iii) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, each Partner who has a share of that partner nonrecourse debt minimum gain shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(i)(4).

4.2 Distributions.
(a) Available Cash shall be distributed to the Partners at such times and in such amounts as determined by a majority vote of the Partners (by Percentage Interest), but not less frequently than ☐ quarterly / ☐ semi-annually / ☐ annually, pro rata in accordance with their respective Percentage Interests.
(b) Notwithstanding the foregoing, distributions shall not be made if such distribution would (i) render the Partnership insolvent, or (ii) violate any applicable law or agreement to which the Partnership is a party.
(c) Tax distributions shall be made as provided in Section 4.3(d).

4.3 Tax Matters.
(a) Tax Classification. The Partnership shall be classified as a partnership for federal and Colorado income tax purposes. The Partnership shall not elect to be classified as a corporation or an association taxable as a corporation.
(b) Tax Returns. The Partnership shall prepare and timely file all required federal, state, and local income tax returns and information returns, including IRS Form 1065 and Colorado Form DR 0106 (Partnership and S Corporation Income Tax Return).
(c) Colorado K-1s. The Partnership shall prepare and furnish to each Partner a Colorado K-1 (Form DR 0106K) on or before the due date for filing the Partnership's Colorado income tax return, in accordance with C.R.S. § 39-22-601 et seq.
(d) Tax Distributions. To the extent Available Cash permits, the Partnership shall make quarterly estimated tax distributions to each Partner in an amount equal to such Partner's estimated federal and Colorado income tax liability attributable to Partnership income, calculated using the highest combined marginal federal and Colorado individual income tax rate applicable for such taxable year.
(e) SALT Parity Act Election. The Partners may elect, by majority vote (by Percentage Interest), for the Partnership to make an election under the Colorado SALT Parity Act, C.R.S. § 39-22-343, to pay Colorado income tax at the entity level on behalf of its Partners. If such election is made, the Partnership shall file the appropriate election on Form DR 0106 and make all required tax payments.
(f) Composite Return. If the Partnership does not elect the SALT Parity Act election, the Partnership shall file a composite return and make composite payments on behalf of all nonresident Partners, as required under C.R.S. § 39-22-601(6).

4.4 Partnership Representative. [________________________________] is designated as the "Partnership Representative" within the meaning of Code Section 6223 (as amended by the Bipartisan Budget Act of 2015) and shall serve in such capacity with respect to all federal income tax matters. The Partnership Representative shall have the authority to act on behalf of the Partnership in any federal tax proceeding, subject to the following:
(a) The Partnership Representative shall keep all Partners reasonably informed of any federal tax proceeding;
(b) The Partnership Representative shall not settle or compromise any federal tax proceeding without the consent of Partners holding at least [____]% of the Percentage Interests;
(c) The Partnership shall elect out of the centralized partnership audit regime under Code Section 6221(b) for any taxable year in which the Partnership is eligible to do so, unless the Partners unanimously determine otherwise.

5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority. The Partnership shall be managed collectively by the Partners unless otherwise delegated as provided herein. Unless otherwise stated in this Agreement, any decision or action with respect to the ordinary course of business shall require the affirmative vote or consent of Partners holding more than fifty percent (50%) of the Percentage Interests.

5.2 Major Decisions. The following actions shall require the unanimous written consent of all Partners:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, or other disposition of all or substantially all of the Partnership's assets outside the ordinary course of business;
(d) Merger, conversion, or domestication of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Incurrence of indebtedness in excess of $[________________________________];
(g) Entering into any contract or obligation with a value in excess of $[________________________________];
(h) Commencement or settlement of any litigation;
(i) Any change in the nature of the Partnership's business;
(j) Making or revoking any material tax election;
(k) Filing a Statement of Partnership Authority under C.R.S. § 7-64-303;
(l) Any transaction between the Partnership and a Partner or an Affiliate of a Partner.

5.3 Meetings.
(a) Any Partner may call a meeting of the Partners upon at least ten (10) business days' prior written notice to all Partners, stating the date, time, place (or means of remote participation), and purpose of the meeting.
(b) Regular meetings shall be held ☐ monthly / ☐ quarterly / ☐ as needed at times and places determined by the Partners.
(c) Partners may participate in meetings by telephone, video conference, or other electronic means that permit all participants to hear and communicate with each other simultaneously. Participation by such means shall constitute presence in person.

5.4 Quorum and Voting. Partners holding a majority of the Percentage Interests, present in person, by proxy, or by electronic participation, shall constitute a quorum. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest.

5.5 Managing Partner. The Partners may, by unanimous consent, designate one or more Partners as "Managing Partner(s)" to manage the day-to-day operations and business affairs of the Partnership. The Managing Partner shall have authority to:
(a) Execute contracts and agreements on behalf of the Partnership within approved budgets and limits;
(b) Hire, supervise, and terminate employees and independent contractors;
(c) Maintain Partnership bank accounts and authorize expenditures within approved limits;
(d) Take such other actions as are necessary to carry out the ordinary course of Partnership business.

The Managing Partner shall be compensated as set forth on Schedule A or as otherwise agreed by the Partners. The Managing Partner may be removed by unanimous vote of the non-managing Partners.

5.6 Actions Without Meeting. Any action that may be taken at a meeting of the Partners may be taken without a meeting if consented to in writing (including by email or other electronic means) by Partners holding the requisite Percentage Interest required for such action under this Agreement.

5.7 Deadlock. In the event that the Partners are unable to agree on a matter requiring a majority or supermajority vote after good-faith deliberation over a period of thirty (30) days, the matter shall be submitted to mediation in accordance with Section 14.1.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership, as of the Effective Date and as of each date on which such Partner acquires an additional interest in the Partnership:

6.1 Due Authority. Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Partner is an entity, this Agreement has been duly authorized by all necessary organizational action on the part of such Partner.

6.2 No Conflict. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or result in a breach of any organizational document of such Partner (if an entity), (b) violate any law, rule, regulation, order, judgment, or decree applicable to such Partner, or (c) conflict with, result in a breach of, or constitute a default under any material agreement to which such Partner is a party.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account for investment purposes only, and not with a view to or for sale in connection with any distribution thereof.

6.4 Sophistication; Independent Advice. Such Partner is a sophisticated individual or entity, is capable of evaluating the merits and risks of an investment in the Partnership, and has had the opportunity to consult with independent legal, tax, and financial advisors regarding this Agreement and the transactions contemplated hereby.

6.5 Financial Capacity. Such Partner has the financial capacity to make its Capital Contribution and to bear the economic risk of its investment in the Partnership.

6.6 No Litigation. There is no pending or, to the knowledge of such Partner, threatened Proceeding that would materially impair such Partner's ability to perform its obligations under this Agreement.

6.7 Survival. The representations and warranties set forth in this Section 6 shall survive the execution and delivery of this Agreement for a period of [____] years from the Effective Date, except that the representations in Sections 6.1 and 6.2 shall survive indefinitely.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, and ordinances, including the Act and all applicable Colorado statutes and regulations.

7.2 Non-Compete. During the term of the Partnership and for a period of [____] months following a Partner's dissociation or withdrawal, no Partner shall, without the prior written consent of Partners holding at least [____]% of the remaining Percentage Interests, directly or indirectly own, manage, operate, control, be employed by, participate in, or be connected with any business competitive with the Partnership within a geographic radius of [____] miles from the Partnership's principal office or any location where the Partnership conducts business. This Section 7.2 shall be enforceable to the extent permitted by Colorado law.

7.3 Non-Solicitation. During the term of the Partnership and for a period of [____] months following a Partner's dissociation or withdrawal, no Partner shall, without the prior written consent of the other Partners, directly or indirectly solicit, recruit, or hire any employee, contractor, customer, or client of the Partnership.

7.4 Confidentiality.
(a) Each Partner shall maintain in strict confidence all proprietary information, trade secrets, business plans, financial data, customer lists, and other confidential information of the Partnership (collectively, "Confidential Information"), except as required by law or legal process.
(b) The obligations under this Section 7.4 shall be in addition to any protections afforded under the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-101 et seq.
(c) The confidentiality obligations shall survive termination of this Agreement and dissolution of the Partnership for a period of [____] years.

7.5 Notice of Material Matters. Each Partner shall promptly notify the other Partners in writing of (a) any material breach or default under this Agreement, (b) any material adverse change in the Partnership's business, financial condition, or operations, (c) any threatened or pending Proceeding against the Partnership, and (d) any matter that could reasonably be expected to have a material adverse effect on the Partnership.

7.6 Devotion of Time. Unless otherwise agreed in writing, each Partner shall devote such time and attention to the business of the Partnership as is reasonably necessary for the proper conduct of the Partnership's affairs. [Alternatively: The Managing Partner shall devote ☐ full-time / ☐ substantially full-time / ☐ such time as reasonably required to the Partnership's business.]

7.7 Duty of Loyalty and Care. Each Partner owes the Partnership and the other Partners a duty of loyalty and a duty of care as set forth in C.R.S. § 7-64-404. The Partners acknowledge that the Act permits the partnership agreement to identify specific types or categories of activities that do not violate the duty of loyalty, provided the identification is not manifestly unreasonable under C.R.S. § 7-64-103(b)(3).

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on [________________________________] of each year, or as otherwise required by the Code.

8.2 Method of Accounting. The Partnership's books and records shall be maintained on the ☐ cash / ☐ accrual basis of accounting, consistently applied, in accordance with generally accepted accounting principles (GAAP) or such other method of accounting as is permitted by the Code and selected by the Partners.

8.3 Books and Records. The Partnership shall maintain complete and accurate books and records at the Partnership's principal office, including:
(a) A current list of the full name and last known business, residence, or mailing address of each Partner;
(b) A copy of this Agreement and all amendments hereto;
(c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;
(d) Copies of the Partnership's financial statements for the three (3) most recent Fiscal Years;
(e) Records of all Capital Contributions, distributions, and Capital Account balances;
(f) Minutes of all meetings and records of all actions taken without meeting;
(g) Any filed Statements of Partnership Authority, Denial, or Dissolution.

The foregoing records shall be maintained in accordance with C.R.S. § 7-64-403.

8.4 Inspection Rights. Each Partner shall have the right, upon reasonable written notice and during normal business hours, to inspect and copy (at such Partner's expense) the Partnership's books and records, in accordance with C.R.S. § 7-64-403. The Partnership shall not unreasonably restrict or condition access to its books and records.

8.5 Bank Accounts. All funds of the Partnership shall be deposited in one or more bank accounts in the Partnership's name at financial institutions selected by the Partners. Withdrawals from Partnership accounts shall require the signature(s) of [________________________________].

8.6 Financial Statements. The Partnership shall prepare and deliver to each Partner:
(a) Within ninety (90) days after the close of each Fiscal Year, an annual financial statement including a balance sheet, income statement, and statement of changes in partners' capital;
(b) Within thirty (30) days after the close of each fiscal quarter, an unaudited quarterly financial report summarizing revenues, expenses, and cash position.

8.7 Independent Audit. The Partners may, by majority vote (by Percentage Interest), engage an independent certified public accountant to audit or review the Partnership's financial statements at the Partnership's expense.

9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain, at its expense, the following insurance policies with reputable carriers licensed to do business in Colorado:
(a) Commercial General Liability Insurance with minimum coverage limits of $[________________________________] per occurrence and $[________________________________] in the aggregate;
(b) Property Insurance covering the Partnership's real and personal property against fire, theft, and other standard perils, in an amount not less than the full replacement value of such property;
(c) Workers' Compensation Insurance as required by the Colorado Workers' Compensation Act, C.R.S. § 8-40-101 et seq., if the Partnership has employees;
(d) Professional Liability (Errors & Omissions) Insurance (if applicable) with minimum coverage limits of $[________________________________] per claim;
(e) Commercial Automobile Insurance (if applicable);
(f) Such other insurance as the Partners may reasonably determine is necessary or appropriate.

9.2 Additional Insured. Each Partner shall be named as an additional insured on the Partnership's general liability and umbrella policies, to the extent commercially feasible.

9.3 Risk Management. The Partnership shall implement and maintain risk management policies and procedures consistent with industry standards and shall comply with all applicable Colorado safety and environmental regulations.

9.4 Notice of Claims. Each Partner shall promptly notify the Partnership and the other Partners of any event or claim that may give rise to a claim under any of the Partnership's insurance policies.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by the Partnership. To the fullest extent permitted by the Act and Colorado law, the Partnership shall indemnify, defend, and hold harmless each Partner and such Partner's officers, directors, employees, agents, heirs, successors, and assigns (each, an "Indemnitee") from and against any and all losses, damages, liabilities, claims, judgments, fines, penalties, settlements, and reasonable expenses (including attorneys' fees and court costs) (collectively, "Losses") incurred by such Indemnitee in connection with any Proceeding arising out of or relating to the Partnership's business, provided that such Indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and the Indemnitee's conduct did not constitute fraud, willful misconduct, or a knowing violation of law.

10.2 Indemnification by Partners. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any Losses arising out of or relating to:
(a) Any breach by the Indemnifying Partner of this Agreement;
(b) Any fraud, gross negligence, or willful misconduct of the Indemnifying Partner;
(c) Any unauthorized act of the Indemnifying Partner outside the scope of the Partnership's business.

10.3 Advance of Expenses. The Partnership may advance to any Indemnitee reasonable expenses incurred in defending any Proceeding in advance of its final disposition, subject to such Indemnitee's written undertaking to repay such advances if it is ultimately determined that such Indemnitee is not entitled to indemnification.

10.4 Limitation of Liability.
(a) To the fullest extent permitted by the Act, no Partner shall be personally liable to the Partnership or any other Partner for monetary damages for any act or omission in such Partner's capacity as a Partner, except for: (i) breach of the duty of loyalty as set forth in C.R.S. § 7-64-404(b); (ii) intentional misconduct or a knowing violation of law; (iii) any transaction from which the Partner derived an improper personal benefit; or (iv) a breach of this Agreement.
(b) Aggregate Liability Cap. The aggregate liability of any Partner under this Agreement (other than for fraud, willful misconduct, or knowing violation of law) shall not exceed $[________________________________] (the "Liability Cap").
(c) No Consequential Damages. In no event shall any Partner be liable for indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement, regardless of the theory of liability, except in cases of fraud or willful misconduct.

10.5 Exculpation. No Partner shall be liable for honest mistakes of judgment or for action or inaction taken in good faith and reasonably believed to be in the best interests of the Partnership, in reliance upon the advice of legal counsel, accountants, or other professional advisors, or upon any report, data, or document believed in good faith to be accurate.

10.6 Joint and Several Liability. The Partners acknowledge that, under the Act (C.R.S. § 7-64-306), each Partner is jointly and severally liable for all obligations of the Partnership unless otherwise provided by law. This Section 10 does not limit or modify any third-party liability imposed on Partners under the Act or other applicable law.

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of its Partnership Interest without:
(a) Compliance with all applicable federal and state securities laws;
(b) Obtaining the prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests (such consent not to be unreasonably withheld);
(c) The proposed transferee's execution of a written instrument satisfactory to the remaining Partners, agreeing to be bound by all terms of this Agreement.

11.2 Right of First Refusal. Before any Transfer to a third party, the transferring Partner shall provide written notice to the other Partners specifying the material terms of the proposed Transfer. The non-transferring Partners shall have thirty (30) days from receipt of such notice to elect to purchase all (but not less than all) of the transferring Partner's Interest on the same terms, pro rata in proportion to their respective Percentage Interests (or in such other proportions as they may agree). If the non-transferring Partners do not exercise this right within the thirty-day period, the transferring Partner may complete the Transfer to the proposed transferee on terms no more favorable than those offered to the non-transferring Partners, subject to Section 11.1.

11.3 Permitted Transfers. Notwithstanding Section 11.1, a Partner may Transfer all or a portion of its Partnership Interest without the consent of the other Partners to:
(a) A trust established for the benefit of such Partner or such Partner's immediate family members;
(b) An entity wholly owned by such Partner; or
(c) A co-Partner;

provided that the transferee complies with Section 11.1(a) and (c).

11.4 Admission of New Partners. New Partners may be admitted to the Partnership only with the unanimous written consent of all existing Partners and upon execution of a joinder agreement in substantially the form attached as Schedule C.

11.5 Withdrawal.
(a) A Partner may withdraw from the Partnership upon at least ninety (90) days' prior written notice to all other Partners, subject to C.R.S. § 7-64-601 et seq.
(b) A withdrawing Partner shall be entitled to receive the fair market value of such Partner's Partnership Interest as of the date of withdrawal, determined in accordance with Section 11.6, payable ☐ in a lump sum / ☐ in [____] equal monthly installments.

11.6 Valuation. For purposes of any buyout under this Agreement, the fair market value of a Partnership Interest shall be determined by mutual agreement of the Partners, or if the Partners are unable to agree within thirty (30) days, by a qualified independent appraiser mutually selected by the parties (or, if they cannot agree on an appraiser, each party shall select one appraiser and those two appraisers shall select a third, whose determination shall be binding).

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated from the Partnership upon the occurrence of any of the following events, in accordance with C.R.S. § 7-64-601:
(a) The Partner's voluntary withdrawal upon proper notice under Section 11.5;
(b) The Partner's death or adjudication of incapacity (if a natural person);
(c) The Partner's bankruptcy, assignment for the benefit of creditors, or appointment of a receiver;
(d) The Partner's expulsion by unanimous vote of the other Partners for cause, including material breach of this Agreement, fraud, or conviction of a felony;
(e) The Partner's expulsion by judicial decree under C.R.S. § 7-64-601(5);
(f) Any other event of dissociation specified in C.R.S. § 7-64-601.

12.2 Effect of Dissociation. Upon a Partner's dissociation:
(a) The dissociated Partner's right to participate in the management and conduct of the Partnership's business terminates, pursuant to C.R.S. § 7-64-603;
(b) The dissociated Partner's duty of loyalty and duty of care terminate with respect to matters arising after dissociation, except as to matters arising or transactions begun before dissociation;
(c) The remaining Partners may elect to continue the Partnership's business or dissolve the Partnership.

12.3 Buyout of Dissociated Partner. If the Partnership is continued following a dissociation, the dissociated Partner's interest shall be purchased at the buyout price determined under C.R.S. § 7-64-701, which is the amount that would have been distributable to the dissociating Partner if the assets of the Partnership were sold at the greater of liquidation value or the value based on a sale of the entire business as a going concern, minus damages for any wrongful dissociation.

12.4 Dissolution Events. The Partnership shall be dissolved upon the first to occur of the following events, in accordance with C.R.S. § 7-64-801:
(a) The unanimous written agreement of all Partners;
(b) An event making it unlawful for all or substantially all of the Partnership's business to be continued;
(c) A Partner's dissociation that results in there being fewer than two Partners, unless a new Partner is admitted within ninety (90) days;
(d) Entry of a judicial decree of dissolution under C.R.S. § 7-64-801(5);
(e) The sale, transfer, or disposition of all or substantially all of the Partnership's assets followed by the distribution of the net proceeds;
(f) The expiration of the term specified in this Agreement (if any).

12.5 Statement of Dissolution. Upon dissolution, a Partner who has not wrongfully dissociated shall file a Statement of Dissolution with the Colorado Secretary of State pursuant to C.R.S. § 7-64-805, stating the Partnership's true name, principal office address, and that the Partnership has dissolved and is winding up its business. Filing of the Statement of Dissolution provides constructive notice to third parties ninety (90) days after filing.

12.6 Winding Up. Upon dissolution, the Partners (or a court-appointed liquidator) shall wind up the Partnership's affairs as follows:
(a) Preserve and protect the Partnership's assets pending orderly disposition;
(b) Discharge all debts, obligations, and liabilities of the Partnership, including debts owed to Partners who are creditors;
(c) Distribute any surplus to the Partners in accordance with their positive Capital Account balances, in accordance with C.R.S. § 7-64-807;
(d) File any required statements with the Colorado Secretary of State and other governmental authorities;
(e) Cancel any fictitious name registrations or trade name filings.

12.7 Certificate of Cancellation. Upon the completion of winding up, the Partnership shall file any required termination or cancellation documents with the Colorado Secretary of State.

13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice from a non-defaulting Partner;
(b) Becomes insolvent, files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days;
(c) Makes an assignment for the benefit of creditors;
(d) Fails to make a required Capital Contribution within the time specified;
(e) Is convicted of a felony or enters a plea of guilty or no contest to a felony charge;
(f) Engages in fraud, embezzlement, or willful misconduct with respect to Partnership business;
(g) Breaches the duty of loyalty under C.R.S. § 7-64-404(b).

13.2 Remedies. Upon the occurrence of a Default, the non-defaulting Partners ("Non-Defaulting Partners") may, in addition to any other remedies available at law or in equity:
(a) Suspend the Defaulting Partner's voting and management rights;
(b) Purchase the Defaulting Partner's Partnership Interest at a price equal to the lesser of (i) fair market value or (ii) book value, less any damages suffered by the Partnership as a result of the Default;
(c) Reduce or offset amounts distributable to the Defaulting Partner to compensate for damages;
(d) Expel the Defaulting Partner by unanimous vote of the Non-Defaulting Partners;
(e) Seek specific performance, injunctive relief, or any other equitable remedy;
(f) Pursue dissolution of the Partnership under Section 12.

13.3 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies available at law or in equity.

13.4 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation from the non-prevailing party.

14. DISPUTE RESOLUTION

14.1 Negotiation and Mediation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") by direct negotiation. If the Dispute is not resolved within thirty (30) days of written notice, the Partners shall submit the Dispute to non-binding mediation administered by the AAA under its Commercial Mediation Procedures, or by another mediator mutually agreed upon by the Partners. The mediation shall take place in [________________________________], Colorado. The costs of mediation shall be shared equally by the parties to the Dispute.

14.2 Mandatory Arbitration. If mediation does not resolve the Dispute within sixty (60) days of the initiation of mediation, the Dispute shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules then in effect (the "Arbitration Rules"). The arbitration shall be conducted as follows:
(a) The seat of arbitration shall be [________________________________], Colorado;
(b) The arbitration shall be conducted by a single arbitrator with at least ten (10) years of experience in partnership or business disputes;
(c) The arbitrator shall be selected in accordance with the Arbitration Rules;
(d) The arbitrator shall issue a reasoned written award within sixty (60) days of the close of the arbitration hearing;
(e) The arbitration shall be conducted in the English language;
(f) The arbitrator shall have the authority to award monetary damages, injunctive relief, and attorneys' fees and costs to the prevailing party.

14.3 Injunctive Relief; Exclusive Jurisdiction.
(a) Notwithstanding Section 14.2, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Colorado (the "Exclusive Jurisdiction Courts"), and each Partner irrevocably submits to the exclusive jurisdiction of such courts for that purpose.
(b) The Partners waive any objection to venue, personal jurisdiction, or forum non conveniens in the Exclusive Jurisdiction Courts.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.5 Confidentiality of Proceedings. All mediation and arbitration proceedings, including any discovery, filings, submissions, and the arbitral award, shall be kept strictly confidential by the Partners and shall not be disclosed to any third party except (a) as required by law, (b) to the extent necessary to confirm, vacate, or enforce the arbitral award, or (c) with the written consent of all Partners.

14.6 Enforcement. Judgment on the arbitral award may be entered in any court of competent jurisdiction, including the courts of the State of Colorado.

15. GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by all Partners, or by Partners holding at least [____]% of the Percentage Interests if unanimity is not required by the Act for the particular amendment.

15.2 Waiver. No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.3 Entire Agreement. This Agreement (including all Schedules and Exhibits attached hereto) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, whether written or oral, relating to such subject matter.

15.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.5 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

15.6 Notices. All notices, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given:
(a) Upon personal delivery;
(b) Upon confirmed delivery by email (with read receipt or confirmation of delivery);
(c) One (1) business day after deposit with a nationally recognized overnight courier service, fees prepaid;
(d) Three (3) business days after deposit in the United States mail, first-class postage prepaid, certified or registered, return receipt requested;

addressed to the Partner at the address set forth on Schedule A or at such other address as such Partner may designate by written notice to the other Partners.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, DocuSign, or other electronic means shall be deemed original signatures and shall be binding, in accordance with the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.

15.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, including the Act, without regard to the conflict-of-laws principles thereof.

15.9 Force Majeure. Neither the Partnership nor any Partner shall be liable for failure or delay in the performance of any obligation under this Agreement (other than the payment of money) caused by circumstances beyond reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental restrictions, or interruption of transportation or utility services (each, a "Force Majeure Event"), provided that (a) the affected party gives prompt written notice to the other Partners describing the Force Majeure Event and its expected duration, and (b) the affected party uses commercially reasonable efforts to mitigate the effects thereof and resume performance as promptly as possible.

15.10 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement shall be construed as conferring upon any Person other than the Partners and their permitted successors and assigns any rights, remedies, or benefits under or by reason of this Agreement.

15.11 Interpretation. In this Agreement: (a) headings and captions are for convenience of reference only and shall not affect interpretation; (b) "including" means "including, without limitation"; (c) words in the singular include the plural and vice versa; (d) references to Sections, Schedules, and Exhibits are to Sections of, and Schedules and Exhibits to, this Agreement.

15.12 Further Assurances. Each Partner shall execute and deliver such additional documents, instruments, and agreements as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement.

15.13 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of any Partner or of the Partnership, except as expressly provided herein.

16. COLORADO-SPECIFIC PROVISIONS

16.1 Colorado Uniform Partnership Act (1997). This Partnership is governed by the Colorado Uniform Partnership Act (1997), codified at C.R.S. § 7-64-101 et seq. (the "Act"). The Act is Colorado's adoption of the Revised Uniform Partnership Act (RUPA) and governs all general partnerships formed or operating in Colorado. Key provisions include:

16.2 Statement of Partnership Authority Filing.
(a) The Partners may, but are not required to, file a Statement of Partnership Authority with the Colorado Secretary of State pursuant to C.R.S. § 7-64-303.
(b) The Statement of Partnership Authority may include: (i) the names of the Partners authorized to execute instruments transferring real property held in the Partnership's name; (ii) the authority or limitations on authority of some or all of the Partners; and (iii) any other matter the Partners determine.
(c) A filed Statement of Partnership Authority is effective for five (5) years after filing, unless canceled earlier or superseded by an amendment.
(d) Filing is made with the Colorado Secretary of State, 1700 Broadway, Suite 550, Denver, CO 80290. Current filing fees and forms are available at: https://www.coloradosos.gov
(e) A certified copy of the Statement should also be recorded in the real property records of each county in which the Partnership owns or intends to acquire real property.

16.3 Filing and Registration Information.

Colorado Secretary of State Contact Information:

• Address: 1700 Broadway, Suite 550, Denver, CO 80290
• Phone: (303) 894-2200
• Website: https://www.coloradosos.gov
• Online Business Filing Portal: https://www.coloradosos.gov/biz

16.4 Registered Agent Requirements. The Partnership is not required by law to maintain a registered agent in Colorado unless it files a statement with the Secretary of State. However, if the Partnership files a Statement of Partnership Authority or any other document with the Secretary of State, it must maintain a registered agent in accordance with C.R.S. § 7-90-701. The registered agent must be either (a) a natural person who is a resident of Colorado, or (b) an entity authorized to do business in Colorado, with a physical street address (not a P.O. Box) in Colorado.

16.5 Colorado Tax Treatment of Partnerships.
(a) Pass-Through Taxation. Colorado treats partnerships as pass-through entities for state income tax purposes. The Partnership itself does not pay Colorado income tax; instead, each Partner reports and pays tax on their respective share of Partnership income on their individual Colorado income tax returns.
(b) Partnership Return. The Partnership must file Colorado Form DR 0106 (Partnership and S Corporation Income Tax Return) annually with the Colorado Department of Revenue for any year in which it does business in Colorado.
(c) Colorado K-1. The Partnership must prepare and furnish a Colorado K-1 (Form DR 0106K) to each Partner for each tax year, on or before the filing due date.
(d) Composite Return / SALT Parity Act. The Partnership must either: (i) file a composite return and make composite payments on behalf of nonresident Partners, or (ii) elect under the Colorado SALT Parity Act (C.R.S. § 39-22-343) to pay state income tax at the entity level. The election is made annually on Form DR 0106.
(e) Income Tax Rate. The Colorado individual income tax rate is a flat rate (currently 4.40% for tax year 2025, subject to adjustment). Partners include their distributive share of Partnership income in their Colorado adjusted gross income.
(f) Filing Deadlines. Colorado partnership returns (Form DR 0106) are due on the fifteenth (15th) day of the third (3rd) month following the close of the Partnership's tax year (March 15 for calendar-year partnerships), with an automatic six-month extension available by filing Colorado Form DR 0158-N.

Colorado Department of Revenue Contact Information:

• Address: 1375 Sherman Street, Denver, CO 80261
• Phone: (303) 238-7378
• Website: https://tax.colorado.gov

16.6 Joint and Several Liability. Under C.R.S. § 7-64-306, all Partners in a general partnership are jointly and severally liable for all obligations of the Partnership. This means each Partner may be held personally liable for the full amount of any Partnership debt or obligation. Partners should carefully consider whether limited liability partnership (LLP) registration under C.R.S. § 7-64-1001 et seq. is appropriate for their circumstances.

16.7 Colorado Trade Name Requirements. If the Partnership conducts business under a trade name (i.e., a name other than the surnames of the Partners), the Partnership must register the trade name with the Colorado Secretary of State pursuant to C.R.S. § 7-71-101 et seq. Registration is made by filing a Statement of Trade Name with the Secretary of State and paying the applicable filing fee.

16.8 Conversion and Merger. The Act permits conversion of a general partnership to other entity types and mergers between partnerships and other entities, subject to the requirements of C.R.S. § 7-90-201 et seq. Any such conversion or merger requires unanimous Partner consent under this Agreement.

17. EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have duly executed this General Partnership Agreement as of the Effective Date first written above, intending to be legally bound hereby.

PARTNER SIGNATURE BLOCKS

PARTNER A:

PARTNER B:

PARTNER C (if applicable):

NOTARY ACKNOWLEDGMENT

STATE OF COLORADO
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: _________________________________________
My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests must equal 100%.

Description of Property Contributions (if any):
[________________________________]

Managing Partner Compensation (if applicable):
[________________________________]

SCHEDULE B

COLORADO STATE-SPECIFIC COMPLIANCE CHECKLIST

☐ Partnership Agreement executed by all Partners
☐ Employer Identification Number (EIN) obtained from IRS
☐ Statement of Partnership Authority filed with Colorado Secretary of State (optional but recommended)
☐ Statement of Partnership Authority recorded in county real property records (if Partnership owns real property)
☐ Trade name registered with Colorado Secretary of State (if applicable)
☐ Registered agent designated (if filing with Secretary of State)
☐ Partnership bank account opened
☐ Colorado sales tax license obtained (if applicable)
☐ Colorado business license obtained (if required by city or county)
☐ Workers' compensation insurance obtained (if the Partnership has employees)
☐ Colorado Department of Revenue registration completed
☐ Federal Form 1065 filing system established
☐ Colorado Form DR 0106 filing system established
☐ Insurance policies obtained per Section 9

SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby acknowledges receipt of and agrees to be bound by all of the terms, conditions, and provisions of the General Partnership Agreement of [________________________________] (the "Partnership"), dated [__/__/____], as amended from time to time (the "Agreement"). The New Partner agrees that, from and after the date hereof, the New Partner shall be a Partner of the Partnership and shall have all of the rights and obligations of a Partner as set forth in the Agreement.

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date of Admission: [__/__/____]

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

SCHEDULE D

DESCRIPTION OF PARTNERSHIP PROPERTY (IF ANY)

This General Partnership Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in the State of Colorado before use. Partnership law is complex and varies by jurisdiction. The use of this template without professional legal review is strongly discouraged. Neither the provider of this template nor the platform on which it is hosted assumes any liability for the use or misuse of this document.

Governed by the Colorado Uniform Partnership Act (1997), C.R.S. § 7-64-101 et seq.