GENERAL PARTNERSHIP AGREEMENT

STATE OF COLORADO

DOCUMENT HEADER

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

The Partners form a general partnership pursuant to the Colorado Uniform Partnership Act (C.R.S. § 7-64-101 et seq.).

1. FORMATION

Formation under Colorado Uniform Partnership Act (C.R.S. § 7-64-101 et seq.).

2. NAME AND PURPOSE

Name: "[PARTNERSHIP NAME]". Purpose: [DESCRIBE BUSINESS PURPOSE].

3. CAPITAL CONTRIBUTIONS

Per Schedule A. No additional contributions required without consent.

4. ALLOCATIONS AND DISTRIBUTIONS

Profits and Losses allocated per Percentage Interests.

5. MANAGEMENT

Partners manage collectively. Major decisions require unanimous consent.

6. COVENANTS

Compliance with Colorado law; Confidentiality per Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.).

7. BOOKS AND RECORDS

Maintained per C.R.S. § 7-64-403. Partner inspection rights.

8. INDEMNIFICATION

Mutual indemnification; Limitation of liability subject to C.R.S. § 7-64-306.

9. TRANSFER AND WITHDRAWAL

Transfer restrictions; Withdrawal per C.R.S. § 7-64-601 et seq.

10. DISSOLUTION

Per C.R.S. § 7-64-801 et seq. Statement of dissolution filed with Colorado Secretary of State.

11. DISPUTE RESOLUTION

Arbitration in Denver, Colorado under AAA Rules. Jury waiver included.

12. COLORADO-SPECIFIC PROVISIONS

• Governed by Colorado Uniform Partnership Act (C.R.S. § 7-64-101 et seq.)
• Statement of Partnership Authority may be filed per C.R.S. § 7-64-303
• Electronic signatures valid per C.R.S. § 24-71.3-101 et seq.

EXECUTION

SCHEDULE A