Partnership Agreement - General (District of Columbia)

GENERAL PARTNERSHIP AGREEMENT

DISTRICT OF COLUMBIA

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 Uniform Partnership Act of 2010, as adopted in the District of Columbia, D.C. Code § 29-601.01 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 the laws of the District of Columbia 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;

D. The Partners acknowledge that the District of Columbia is a unique jurisdiction as a federal district, and this Agreement is intended to comply with D.C. law, including the D.C. Business Organizations Code (D.C. Code Title 29); and

E. 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 D.C. Code § 29-601.04.

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. District of Columbia-Specific Provisions
17. Execution

1. DEFINITIONS

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

"AAA" means the American Arbitration Association.

"Act" means the Uniform Partnership Act of 2010, as adopted in the District of Columbia, D.C. Code § 29-601.01 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.

"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.

"D.C. Mayor" means the Mayor of the District of Columbia, or the Mayor's designee, who serves as the filing officer for business entity filings under D.C. Code Title 29.

"DCRA" means the District of Columbia Department of Licensing and Consumer Protection (formerly the Department of Consumer and Regulatory Affairs), 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.

"OTR" means the District of Columbia Office of Tax and Revenue, or any successor agency.

"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 economic interest, voting rights, and all other rights and obligations.

"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.

"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 promulgated under the Code, 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 District of Columbia, effective as of the Effective Date, pursuant to D.C. Code § 29-602.02. The association of the Partners to carry on as co-owners a business for profit forms a partnership. 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 D.C. Code § 29-601.04.

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 a trade name, it shall comply with the D.C. trade name registration requirements.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto.

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

[________________________________]
[________________________________]
Washington, D.C. [____]

or at such other location as the Partners may from time to time determine.

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

Name: [________________________________]
Address: [________________________________]

The registered agent must maintain a physical street address in the District of Columbia, in accordance with D.C. Code § 29-104.04. The registered agent may be changed by delivering an appropriate statement to the Mayor for filing.

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

2.7 Statement of Partnership Authority. The Partners may, but are not required to, deliver a Statement of Partnership Authority to the Mayor for filing pursuant to D.C. Code § 29-603.03. The Statement may also be recorded in the Office of the Recorder of Deeds for the District of Columbia if the Partnership owns or intends to acquire real property. A filed Statement of Partnership Authority is canceled by operation of law five (5) years after the date of the last filing or amendment, per D.C. Code § 29-603.03(h).

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. 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, 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.

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).

3.4 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution or Capital Account balance.

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement or unanimously agreed in writing, no Partner may withdraw 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.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.
(a) Profits. Net Profits for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) Losses. Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their Percentage Interests; provided 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)), and any amount such Partner is obligated to restore.
(d) Regulatory Allocations. Special allocations shall be made for:
(i) Qualified Income Offset pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(d);
(ii) Minimum Gain Chargeback pursuant to Treasury Regulations Section 1.704-2(f);
(iii) Partner Nonrecourse Debt Minimum Gain Chargeback pursuant to 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 (by Percentage Interest), but not less frequently than ☐ quarterly / ☐ semi-annually / ☐ annually, pro rata in accordance with Percentage Interests.
(b) Distributions shall not be made if they would render the Partnership insolvent or violate applicable law.
(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 income tax purposes and as an unincorporated business for D.C. tax purposes.
(b) Federal Tax Returns. The Partnership shall prepare and timely file IRS Form 1065 and all required federal tax documents.
(c) D.C. Tax Returns. The Partnership shall file D.C. Form D-30 (Unincorporated Business Franchise Tax Return) with the D.C. Office of Tax and Revenue if the Partnership derives gross income from D.C. sources in excess of the applicable threshold (currently $12,000 per year). See Section 16.5 for additional details regarding D.C. franchise tax.
(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 D.C. income tax liability attributable to Partnership income, calculated using the highest combined marginal federal and D.C. individual income tax rate.
(e) D.C. Partnership Return. The Partnership shall also file D.C. Form D-065 (Partnership Return of Income) annually as an information return, if required by the OTR.

4.4 Partnership Representative. [________________________________] is designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall:
(a) Keep all Partners reasonably informed of any federal tax proceeding;
(b) Not settle any proceeding without the consent of Partners holding at least [____]% of the Percentage Interests;
(c) Cause the Partnership to elect out of the centralized partnership audit regime under Code Section 6221(b) for any eligible taxable year, unless the Partners unanimously determine otherwise.

5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority. The Partnership shall be managed collectively by the Partners. Ordinary course decisions require the affirmative vote of Partners holding more than fifty percent (50%) of the Percentage Interests.

5.2 Major Decisions. The following actions require unanimous written consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, or other disposition of all or substantially all assets outside the ordinary course;
(d) Merger, conversion, or domestication of the Partnership under D.C. Code Title 29, Chapter 2;
(e) Voluntary dissolution;
(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 litigation;
(i) 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 D.C. Code § 29-603.03;
(l) Any transaction between the Partnership and a Partner or an Affiliate.

5.3 Meetings.
(a) Any Partner may call a meeting upon at least ten (10) business days' prior written notice stating the date, time, place (or remote means), and purpose.
(b) Regular meetings shall be held ☐ monthly / ☐ quarterly / ☐ as needed.
(c) Partners may participate by telephone, video conference, or other electronic means.

5.4 Quorum and Voting. Partners holding a majority of the Percentage Interests shall constitute a quorum. Each Partner votes in proportion to its Percentage Interest.

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

The Managing Partner may be removed by unanimous vote of the non-managing Partners.

5.6 Actions Without Meeting. Actions may be taken without a meeting by written consent of Partners holding the requisite Percentage Interest.

5.7 Deadlock. If the Partners cannot agree on a matter after thirty (30) days of good-faith deliberation, the matter shall be submitted to mediation per 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:

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

6.2 No Conflict. Execution and performance of this Agreement do not conflict with any organizational document, law, or material agreement applicable to such Partner.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account.

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

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

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

6.7 D.C. Compliance. If the Partnership will operate in the District of Columbia, each Partner acknowledges and agrees to comply with all applicable D.C. licensing, registration, and regulatory requirements.

6.8 Survival. The representations in this Section 6 survive execution for [____] years, except Sections 6.1 and 6.2, which survive indefinitely.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply with all applicable laws, including the Act and all applicable D.C. statutes, regulations, and municipal orders.

7.2 Non-Compete. During the term and for [____] months after dissociation or withdrawal, no Partner shall, without prior written consent of Partners holding at least [____]% of the remaining Percentage Interests, engage in any competitive business within [________________________________] (geographic scope). This restriction shall be enforceable to the extent permitted by D.C. law.

7.3 Non-Solicitation. During the term and for [____] months after dissociation or withdrawal, no Partner shall solicit employees, contractors, customers, or clients of the Partnership without consent.

7.4 Confidentiality.
(a) Each Partner shall maintain in strict confidence all Confidential Information of the Partnership.
(b) Confidentiality obligations survive dissolution for [____] years.

7.5 Notice of Material Matters. Each Partner shall promptly notify the other Partners of any material breach, adverse change, threatened Proceeding, or matter that could have a material adverse effect on the Partnership.

7.6 Devotion of Time. Each Partner shall devote such time and attention as reasonably necessary. [Alternatively: The Managing Partner shall devote ☐ full-time / ☐ substantially full-time / ☐ such time as reasonably required.]

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 D.C. Code § 29-604.07 and § 29-604.08. The Partnership Agreement may not eliminate the duty of loyalty or the implied contractual obligation of good faith and fair dealing, per D.C. Code § 29-601.04(c).

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year (the "Fiscal Year") shall end on [________________________________] of each year.

8.2 Method of Accounting. The Partnership's books shall be maintained on the ☐ cash / ☐ accrual basis, consistently applied, in accordance with GAAP.

8.3 Books and Records. The Partnership shall maintain at its principal office:
(a) A current list of Partners' names and addresses;
(b) A copy of this Agreement and all amendments;
(c) Federal, D.C., and local income tax returns for the three most recent Fiscal Years;
(d) Financial statements for the three most recent Fiscal Years;
(e) Records of Capital Contributions, distributions, and Capital Account balances;
(f) Minutes of meetings and records of actions taken without meeting;
(g) Any filed Statements of Partnership Authority, Denial, or Dissolution.

The foregoing shall be maintained in accordance with D.C. Code § 29-604.03.

8.4 Inspection Rights. Each Partner has the right, upon reasonable notice during normal business hours, to inspect and copy the Partnership's books and records, per D.C. Code § 29-604.03. The Partnership shall not unreasonably restrict access.

8.5 Bank Accounts. All funds shall be deposited in accounts in the Partnership's name. Withdrawals require the signature(s) of [________________________________].

8.6 Financial Statements. The Partnership shall deliver:
(a) Annual financial statements within ninety (90) days of fiscal year end;
(b) Quarterly unaudited reports within thirty (30) days of quarter end.

8.7 Independent Audit. The Partners may engage an independent CPA for audit at Partnership expense by majority vote.

9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain:
(a) Commercial General Liability Insurance with minimum coverage of $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property Insurance covering Partnership property at replacement value;
(c) Workers' Compensation Insurance as required by D.C. Workers' Compensation Act, D.C. Code § 32-1501 et seq., if applicable;
(d) Professional Liability Insurance (if applicable) with minimum coverage of $[________________________________] per claim;
(e) Commercial Automobile Insurance (if applicable);
(f) Such other insurance as the Partners reasonably determine.

9.2 Additional Insured. Each Partner shall be named as additional insured on general liability and umbrella policies.

9.3 Risk Management. The Partnership shall implement risk management policies and comply with all applicable D.C. safety and regulatory requirements.

9.4 Notice of Claims. Each Partner shall promptly notify the Partnership of any event that may give rise to an insurance claim.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by the Partnership. 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 (collectively, "Losses") incurred in any Proceeding arising out of the Partnership's business, provided the Indemnitee acted in good faith and did not engage in fraud, willful misconduct, or knowing violation of law, to the fullest extent permitted by D.C. Code § 29-604.08.

10.2 Indemnification by Partners. Each Partner shall indemnify the other Partners and the Partnership from Losses arising from:
(a) Breach of this Agreement by such Partner;
(b) Fraud, gross negligence, or willful misconduct of such Partner;
(c) Unauthorized acts outside the scope of Partnership business.

10.3 Advance of Expenses. The Partnership may advance expenses incurred in defending any Proceeding, subject to repayment if indemnification is not warranted.

10.4 Limitation of Liability.
(a) No Partner shall be liable for monetary damages except for breach of the duty of loyalty under D.C. Code § 29-604.07, intentional misconduct, knowing violation of law, or improper personal benefit.
(b) Aggregate Liability Cap. $[________________________________] (the "Liability Cap"), except for fraud, willful misconduct, or knowing violation of law.
(c) No Consequential Damages. No Partner shall be liable for indirect, incidental, special, consequential, or punitive damages, except for fraud or willful misconduct.

10.5 Exculpation. No Partner shall be liable for honest mistakes of judgment or good-faith reliance on professional advice or reports believed to be accurate.

10.6 Joint and Several Liability. Under D.C. Code § 29-603.06, all Partners in a general partnership are jointly and severally liable for all obligations of the Partnership.

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer any Partnership Interest without:
(a) Compliance with applicable securities laws;
(b) Prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests;
(c) The transferee's execution of a written instrument agreeing to be bound by this Agreement.

11.2 Right of First Refusal. Before any Transfer to a third party, the transferring Partner shall offer the Interest to the other Partners on the same terms. The non-transferring Partners shall have thirty (30) days to elect to purchase, pro rata.

11.3 Permitted Transfers. A Partner may Transfer without consent to:
(a) A trust for the Partner's or the Partner's family's benefit;
(b) An entity wholly owned by such Partner;
(c) A co-Partner;
provided the transferee complies with Sections 11.1(a) and (c).

11.4 Admission of New Partners. New Partners require unanimous consent and execution of a joinder agreement (Schedule C).

11.5 Withdrawal.
(a) A Partner may withdraw upon ninety (90) days' prior written notice, subject to D.C. Code § 29-606.01.
(b) A withdrawing Partner receives fair market value of their Interest, payable ☐ in a lump sum / ☐ in [____] monthly installments.

11.6 Valuation. Fair market value shall be determined by mutual agreement or, failing agreement within thirty (30) days, by an independent appraiser.

11.7 Charging Orders. The Partners acknowledge that under D.C. Code § 29-605.04, a court may issue a charging order against a Partner's transferable interest. A charging order is the exclusive remedy by which a judgment creditor may satisfy a judgment out of the Partner's transferable interest.

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated upon the occurrence of any event specified in D.C. Code § 29-606.01, including:
(a) Voluntary withdrawal upon proper notice;
(b) An event agreed to in this Agreement;
(c) Expulsion pursuant to the partnership agreement;
(d) Expulsion by unanimous vote of the other Partners because it is unlawful to carry on the business with that Partner, there has been a transfer of all the Partner's transferable interest (other than for security), or a corporate or LLC Partner has dissolved;
(e) Judicial expulsion under D.C. Code § 29-606.01(5);
(f) Death or adjudication of incapacity (natural persons);
(g) Bankruptcy or similar proceedings;
(h) Any other event under D.C. Code § 29-606.01.

12.2 Effect of Dissociation. Upon dissociation:
(a) Management rights terminate per D.C. Code § 29-606.03;
(b) The duty of loyalty and care terminate as to future matters;
(c) The remaining Partners may continue the business or dissolve.

12.3 Buyout of Dissociated Partner. If the Partnership continues after dissociation, the dissociated Partner's interest shall be purchased at the buyout price per D.C. Code § 29-607.01, based on the greater of liquidation value or going-concern value, minus damages for wrongful dissociation.

12.4 Dissolution Events. The Partnership shall dissolve upon the first to occur of the following, per D.C. Code § 29-608.01:
(a) In a partnership at will, the Partnership's having notice from a Partner (other than one who has been dissociated) of that Partner's express will to withdraw;
(b) In a partnership for a definite term or particular undertaking, the relevant triggering events under D.C. Code § 29-608.01(2);
(c) An event agreed to in this Agreement;
(d) An event that makes it unlawful for the business to continue;
(e) On application by a Partner, a judicial decree of dissolution under D.C. Code § 29-608.01(5);
(f) On application by a transferee, a judicial decree under D.C. Code § 29-608.01(6);
(g) The unanimous written agreement of all Partners.

12.5 Statement of Dissolution. Upon dissolution, a Partner who has not wrongfully dissociated may deliver a Statement of Dissolution to the Mayor for filing pursuant to D.C. Code § 29-608.05. The Statement cancels a filed Statement of Partnership Authority and provides constructive notice to third parties ninety (90) days after filing.

12.6 Rescinding Dissolution. Under D.C. Code § 29-608.12, a partnership may rescind its dissolution if, at any time after dissolution and before winding up is completed, all Partners (including dissociating Partners whose dissociation caused the dissolution) waive the right to have the business wound up and terminated.

12.7 Winding Up. Upon dissolution, the Partners shall:
(a) Preserve and protect Partnership assets;
(b) Discharge all debts and liabilities, including debts to Partners as creditors;
(c) Distribute surplus to Partners per positive Capital Account balances, per D.C. Code § 29-608.07;
(d) File any required documents with the Mayor and OTR;
(e) Cancel trade name registrations.

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 within thirty (30) days of written notice;
(b) Becomes insolvent, files for bankruptcy, or has an involuntary petition not dismissed within sixty (60) days;
(c) Makes an assignment for the benefit of creditors;
(d) Fails to make a required Capital Contribution;
(e) Is convicted of a felony;
(f) Engages in fraud, embezzlement, or willful misconduct regarding Partnership business;
(g) Breaches the duty of loyalty under D.C. Code § 29-604.07.

13.2 Remedies. Upon Default, the Non-Defaulting Partners may:
(a) Suspend the Defaulting Partner's voting and management rights;
(b) Purchase the Defaulting Partner's Interest at the lesser of fair market value or book value, less damages;
(c) Offset distributions to compensate for damages;
(d) Expel the Defaulting Partner;
(e) Seek specific performance, injunctive relief, or other equitable remedies;
(f) Pursue dissolution under Section 12.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party in any enforcement action shall recover reasonable attorneys' fees and costs.

14. DISPUTE RESOLUTION

14.1 Negotiation and Mediation. The Partners shall first attempt to resolve any Dispute by direct negotiation. If not resolved within thirty (30) days, the Partners shall submit to non-binding mediation administered by the AAA or a mutually agreed mediator in Washington, D.C. Costs shall be shared equally.

14.2 Mandatory Arbitration. If mediation fails within sixty (60) days, the Dispute shall be submitted to final and binding arbitration under the AAA's Commercial Arbitration Rules (the "Arbitration Rules"):
(a) Seat: Washington, D.C.;
(b) Single arbitrator with at least ten (10) years of experience in partnership or business disputes;
(c) Reasoned written award within sixty (60) days;
(d) The arbitrator may award monetary damages, injunctive relief, and attorneys' fees.

14.3 Injunctive Relief; Exclusive Jurisdiction.
(a) Any Partner may seek injunctive relief or specific performance in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia (the "Exclusive Jurisdiction Courts").
(b) The Partners waive any objection to venue, jurisdiction, or forum non conveniens.

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

14.5 Confidentiality. All mediation and arbitration proceedings shall be confidential.

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

15. GENERAL PROVISIONS

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

15.2 Waiver. No failure or delay in exercising any right operates as a waiver.

15.3 Entire Agreement. This Agreement (including Schedules) constitutes the entire agreement and supersedes all prior agreements.

15.4 Severability. Invalid provisions shall be modified to the minimum extent necessary; remaining provisions remain in effect.

15.5 Successors and Assigns. This Agreement binds and benefits the Partners and their heirs, successors, and permitted assigns.

15.6 Notices. All notices shall be in writing and deemed given upon:
(a) Personal delivery;
(b) Confirmed email delivery;
(c) One (1) business day after deposit with nationally recognized overnight courier;
(d) Three (3) business days after mailing by certified or registered mail, return receipt requested;
addressed to the Partner at the address on Schedule A or as otherwise designated.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures are binding per the D.C. Uniform Electronic Transactions Act, D.C. Code § 28-4901 et seq.

15.8 Governing Law. This Agreement shall be governed by the laws of the District of Columbia, including the Act, without regard to conflict-of-laws principles.

15.9 Force Majeure. Neither the Partnership nor any Partner shall be liable for failure or delay in performance (other than payment) caused by a "Force Majeure Event" (acts of God, fire, flood, pandemic, war, terrorism, government action, etc.), provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate and resume performance.

15.10 No Third-Party Beneficiaries. Nothing herein confers rights on any Person other than the Partners and their permitted successors and assigns.

15.11 Interpretation. Headings are for convenience. "Including" means "including, without limitation."

15.12 Further Assurances. Each Partner shall execute such additional documents as reasonably necessary to effectuate this Agreement.

16. DISTRICT OF COLUMBIA-SPECIFIC PROVISIONS

16.1 Uniform Partnership Act of 2010 (D.C.). This Partnership is governed by the Uniform Partnership Act of 2010, as adopted in the District of Columbia, codified at D.C. Code § 29-601.01 et seq. (Chapter 6 of Title 29). The District adopted the updated 2010 version of the UPA, which is more modern than the 1997 RUPA adopted by many states. Key statutory provisions include:

16.2 Unique Nature of D.C. Jurisdiction. The District of Columbia is a federal district, not a state, and its governance structure differs from the fifty states in several important ways:
(a) The D.C. Council exercises legislative authority over business organizations, subject to Congressional oversight;
(b) The D.C. Code is organized differently from state codes;
(c) The court system includes the D.C. Superior Court (the trial court of general jurisdiction) and the D.C. Court of Appeals (the court of last resort), as well as the United States District Court for the District of Columbia;
(d) Certain federal laws and regulations may uniquely impact businesses operating in D.C.;
(e) D.C. has home rule under the District of Columbia Home Rule Act (Pub. L. 93-198), though Congress retains ultimate legislative authority.

16.3 Statement of Partnership Authority Filing.
(a) A Statement of Partnership Authority may be delivered to the Mayor for filing pursuant to D.C. Code § 29-603.03.
(b) The Statement may include: the names of Partners authorized to execute real property instruments, the authority or limitations on authority of Partners, and any other matter.
(c) A filed Statement is canceled by operation of law five (5) years after the last filing or amendment, per D.C. Code § 29-603.03(h).
(d) The filing agency is the Department of Licensing and Consumer Protection (formerly DCRA), which administers business filings on behalf of the Mayor.

16.4 Filing and Registration Information.

D.C. Department of Licensing and Consumer Protection (DLCP) Contact Information:

• Address: 1100 4th Street SW, Washington, DC 20024
• Phone: (202) 442-4400
• Website: https://dlcp.dc.gov
• Business Filing Portal: https://corponline.dcra.dc.gov

D.C. Recorder of Deeds:

• Address: 1101 4th Street SW, Suite 500, Washington, DC 20024
• Phone: (202) 727-5374
• Website: https://otr.cfo.dc.gov/page/recorder-deeds

16.5 D.C. Tax Treatment of Partnerships.
(a) Unincorporated Business Franchise Tax. The District of Columbia imposes an Unincorporated Business Franchise Tax on partnerships and other unincorporated businesses deriving income from D.C. sources. This is a significant distinction from many states that simply treat partnerships as pass-through entities.
(b) Filing Threshold. A partnership must file Form D-30 (Unincorporated Business Franchise Tax Return) if its gross D.C. receipts exceed $12,000 per year.
(c) Minimum Tax.

• $250 if D.C. gross receipts are $1 million or less;
• $1,000 if D.C. gross receipts exceed $1 million.
  (d) Tax Rate. The unincorporated business franchise tax rate is currently 8.25% of D.C. taxable income (subject to change; verify current rate with OTR).
  (e) Partnership Return. The Partnership may also be required to file D.C. Form D-065 (Partnership Return of Income) as an information return.
  (f) Individual Partner Filing. Partners who are D.C. residents file D.C. Form D-40 (Individual Income Tax Return) and include their distributive share of Partnership income. Nonresident Partners with D.C.-source income must file D.C. Form D-40B.
  (g) D.C. Individual Income Tax Rates. D.C. has progressive individual income tax rates ranging from 4.0% to 10.75% (for income above $1,000,000).
  (h) Estimated Tax Payments. The Partnership must make quarterly estimated franchise tax payments if its annual tax liability is expected to exceed $1,000. Estimated payments are due on the 15th day of the 4th, 6th, 9th, and 12th months of the tax year.
  (i) Filing Deadlines. Form D-30 is due on the fifteenth (15th) day of the fourth (4th) month following the close of the tax year (April 15 for calendar-year partnerships). Extensions are available.

D.C. Office of Tax and Revenue (OTR) Contact Information:

• Address: 1101 4th Street SW, Suite W270, Washington, DC 20024
• Phone: (202) 727-4829
• Website: https://otr.cfo.dc.gov

16.6 D.C. Business License Requirements. The District of Columbia requires most businesses to obtain a Basic Business License (BBL) from the DLCP. The Partnership should confirm whether a BBL is required for its business activities and obtain the appropriate license before commencing operations. Certain professions and activities require additional endorsements or specialized licenses.

16.7 D.C. Trade Name Registration. If the Partnership operates under a trade name, it must register the trade name with the DLCP pursuant to D.C. Code § 47-2855.01 et seq. Registration involves filing the appropriate form and paying the applicable fee.

16.8 Nonwaivable Provisions Under D.C. Law. Under D.C. Code § 29-601.04(c), the partnership agreement may not:
(a) Vary the rights of third parties under the Act;
(b) Unreasonably restrict the right of access to books and records under D.C. Code § 29-604.03;
(c) Eliminate the duty of loyalty, although it may identify specific activities that do not violate it if the identification is not manifestly unreasonable;
(d) Unreasonably reduce the duty of care;
(e) Eliminate the contractual obligation of good faith and fair dealing;
(f) Vary the power to dissociate as a partner under D.C. Code § 29-606.01(1), although consequences of dissociation may be varied;
(g) Vary the right of a court to expel a partner under D.C. Code § 29-606.01(5);
(h) Vary the requirement to wind up the partnership business in cases specified in D.C. Code § 29-608.01(4), (5), and (6);
(i) Vary the law applicable to a limited liability partnership;
(j) Restrict the rights of third parties under the Act.

16.9 D.C. Merger, Conversion, and Domestication. The D.C. Business Organizations Code (D.C. Code Title 29, Chapter 2) provides comprehensive procedures for merger, interest exchange, conversion, and domestication of business entities. If the Partners desire to convert the Partnership to a different entity type (such as an LLC or corporation), or merge with another entity, the Partnership must follow the procedures set forth in D.C. Code §§ 29-202.01 through 29-202.06 (merger) or §§ 29-204.01 through 29-204.06 (conversion).

16.10 D.C. Biennial Report. General partnerships formed or registered in D.C. may be required to file a biennial report with the DLCP. The Partnership should confirm its filing obligations with the DLCP.

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

DISTRICT OF COLUMBIA

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

D.C. COMPLIANCE CHECKLIST

☐ Partnership Agreement executed by all Partners
☐ Employer Identification Number (EIN) obtained from IRS
☐ Statement of Partnership Authority delivered to Mayor for filing (optional)
☐ Statement recorded with D.C. Recorder of Deeds (if Partnership owns real property)
☐ Trade name registered with DLCP (if operating under trade name)
☐ Basic Business License (BBL) obtained from DLCP
☐ Registered agent designated in D.C.
☐ Partnership bank account opened
☐ D.C. sales tax registration completed (if applicable)
☐ D.C. OTR registration for franchise tax completed
☐ Federal Form 1065 filing system established
☐ D.C. Form D-30 filing system established
☐ D.C. Form D-065 filing system established (if applicable)
☐ Workers' compensation insurance obtained (if applicable)
☐ Insurance policies obtained per Section 9
☐ D.C. business license endorsements obtained (if required by business type)

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 terms of the General Partnership Agreement of [________________________________] (the "Partnership"), dated [__/__/____], as amended (the "Agreement"). The New Partner shall be a Partner of the Partnership with all rights and obligations 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 District of Columbia before use. The District of Columbia has unique jurisdictional characteristics as a federal district, and partnership law, tax obligations, and regulatory requirements may differ from those of the fifty states. 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 Uniform Partnership Act of 2010, D.C. Code § 29-601.01 et seq.