GENERAL PARTNERSHIP AGREEMENT

STATE OF DELAWARE

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 Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101 et seq. (the "DRUPA" or the "Act"), upon the terms and conditions set forth herein.

IMPORTANT DELAWARE NOTE: Delaware is widely recognized as the premier jurisdiction for business entity formation in the United States. The Delaware Revised Uniform Partnership Act reflects Delaware's strong policy of freedom of contract, permitting partners substantial latitude to customize their partnership arrangements. The Court of Chancery of the State of Delaware provides specialized adjudication of partnership disputes. This Agreement is drafted to take advantage of Delaware's well-developed statutory and common law framework.

RECITALS

A. The Partners desire to associate themselves as a general partnership under the laws of the State of Delaware 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 intend that this Agreement shall constitute the "partnership agreement" within the meaning of 6 Del. C. § 15-101(9) and shall govern the internal affairs of the Partnership to the fullest extent permitted by the Act, including as provided under 6 Del. C. § 15-103; and

E. The Partners have carefully considered the provisions of this Agreement and intend to be bound by all its terms, acknowledging Delaware's policy of enforcing partnership agreements in accordance with their terms under the principle of freedom of contract.

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. Delaware-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" or "DRUPA" means the Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101 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.

"Agreement" has the meaning set forth in the Document Header. This Agreement constitutes the "partnership agreement" as defined in 6 Del. C. § 15-101(9).

"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.

"Chancery Court" means the Court of Chancery of the State of Delaware.

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

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

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

"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.

"Implied Contractual Covenant" means the implied contractual covenant of good faith and fair dealing as recognized under Delaware law, including as referenced in 6 Del. C. § 15-103(b).

"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 economic interest, management and 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.

"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.

"Statement of Partnership Existence" means a statement filed with the Delaware Secretary of State pursuant to 6 Del. C. § 15-303.

"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.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Delaware, effective as of the Effective Date, pursuant to 6 Del. C. § 15-202. 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 6 Del. C. § 15-103.

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. The Partnership Name shall comply with the requirements of 6 Del. C. § 15-1002 if the Partnership registers as a limited liability partnership, and with any applicable Delaware trade name requirements.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities, businesses, purposes, and undertakings incidental, necessary, or ancillary thereto, as the Partners may from time to time determine. The Partnership is authorized to exercise all powers available to a partnership under the DRUPA and other applicable Delaware law.

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 Delaware as the Partners may from time to time determine.

2.5 Registered Office and Registered Agent. The Partnership's registered office and registered agent in the State of Delaware shall be:

Registered Agent: [________________________________]
Registered Office: [________________________________], Delaware [____]

The registered agent must be a Delaware resident individual or a Delaware entity authorized to act as registered agent. The registered office must be in the State of Delaware. The registered agent and office may be changed from time to time by filing the appropriate statement with the Delaware Secretary of State.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue ☐ in perpetuity / ☐ until [__/__/____] (the "Term Expiration Date"), unless sooner dissolved in accordance with Section 12 or as otherwise required by the Act.

2.7 Statement of Partnership Existence. The Partners may, but are not required to, file a Statement of Partnership Existence with the Delaware Secretary of State pursuant to 6 Del. C. § 15-303. The Statement may include:
(a) The names of Partners authorized to execute instruments transferring real property;
(b) The authority or limitations on authority of some or all of the Partners to enter into transactions on behalf of the Partnership;
(c) Any other matter the Partners determine.

A filed Statement of Partnership Existence supplements the authority of Partners. Grants of authority contained in the Statement are conclusive in favor of a person who gives value without knowledge to the contrary, per 6 Del. C. § 15-303(c).

3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Contributions. Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before the Effective Date. Failure to make a required Capital Contribution shall constitute a Default.

3.2 Additional Contributions.
(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.
(b) Additional contributions may be made pro rata or as otherwise unanimously agreed.
(c) Failure to make an agreed additional Capital Contribution within thirty (30) days of the due date constitutes a Default.

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 Capital Contributions or Capital Account balances.

3.5 Withdrawal of Capital. No Partner may withdraw Capital Contributions except as provided herein or unanimously agreed.

3.6 Form of Return. No Partner has the right to receive distributions other than in cash, except as otherwise agreed.

3.7 No Priority Among Partners. Unless expressly provided otherwise in this Agreement, no Partner shall have priority over any other Partner as to contributions, distributions, or allocations, except as specified on Schedule A.

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).
(e) Tax Allocations. To the extent permitted by the Code and Treasury Regulations, items of income, gain, loss, deduction, and credit shall be allocated among the Partners for income tax purposes in a manner consistent with the economic allocations set forth in this Section 4.1.

4.2 Distributions.
(a) Available Cash shall be distributed 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 and Delaware income tax purposes.
(b) Federal Tax Returns. The Partnership shall prepare and timely file IRS Form 1065 and all required Schedules K-1.
(c) Delaware Tax Returns. The Partnership shall file Delaware Form 300 (Delaware Partnership Return of Income) annually with the Delaware Division of Revenue. The Partnership shall furnish each Partner with a Delaware Schedule K-1 or equivalent information for each tax year.
(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 Delaware income tax liability attributable to Partnership income, calculated using the highest combined marginal federal and Delaware individual income tax rate.
(e) Delaware Annual Tax. General partnerships formed in Delaware are subject to an annual tax of $300, due on or before June 1 of each year, payable to the Delaware Secretary of State. See Section 16.5 for further details.
(f) No Entity-Level Income Tax. Delaware does not impose an entity-level income tax on partnerships. Partnership income flows through to the individual Partners for Delaware income tax purposes.

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 6 Del. C. Chapter 15, Subchapter IX or under the Delaware Entity Transactions Act;
(e) Voluntary dissolution;
(f) Incurrence of indebtedness in excess of $[________________________________];
(g) Entering into any contract exceeding $[________________________________];
(h) Commencement or settlement of litigation;
(i) Change in the nature of the Partnership's business;
(j) Making or revoking material tax elections;
(k) Filing a Statement of Partnership Existence under 6 Del. C. § 15-303;
(l) Any transaction between the Partnership and a Partner or Affiliate;
(m) Registration as a limited liability partnership under 6 Del. C. § 15-1001;
(n) Any action requiring court approval under the Act.

5.3 Meetings.
(a) Any Partner may call a meeting upon at least ten (10) business days' prior written notice.
(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. 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;
(d) Take such actions as necessary for ordinary course business.

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

5.6 Actions Without Meeting. Actions may be taken 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, the matter shall be submitted to mediation per Section 14.1, or either Partner may apply to the Chancery Court for appropriate relief.

5.8 Reliance on Managing Partner's Authority. Third parties dealing with the Managing Partner in good faith may rely on the Managing Partner's apparent authority to bind the Partnership, in accordance with 6 Del. C. § 15-301.

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 do not conflict with any organizational document, law, or material agreement.

6.3 Investment Purpose. Such Partner is acquiring its 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. Such Partner specifically acknowledges that Delaware law provides significant freedom of contract in partnership agreements and that the provisions of this Agreement may vary, modify, or eliminate rights and obligations that would otherwise exist under the default provisions of the Act.

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

6.6 No Litigation. There is no pending or threatened Proceeding that would impair such Partner's performance.

6.7 Survival. Representations survive 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, all applicable Delaware statutes and regulations, and the laws of any other jurisdiction in which the Partnership conducts business.

7.2 Non-Compete. During the term and for [____] months after dissociation or withdrawal, no Partner shall engage in any competitive business within [________________________________] without prior written consent of Partners holding at least [____]% of the remaining Percentage Interests. Delaware courts generally enforce reasonable restrictive covenants supported by adequate consideration.

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.
(c) Delaware provides common law protection for trade secrets and confidential business information, and the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq., provides additional statutory protection.

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.

7.6 Devotion of Time. Unless otherwise agreed, each Partner shall devote such time as reasonably necessary. [Alternatively: The Managing Partner shall devote ☐ full-time / ☐ substantially full-time / ☐ such time as reasonably required.]

7.7 Fiduciary Duties.
(a) Each Partner owes the Partnership and the other Partners the duties of loyalty and care as set forth in 6 Del. C. § 15-404.
(b) Consistent with Delaware's freedom-of-contract policy under 6 Del. C. § 15-103, the Partners expressly agree that the following activities shall not constitute a violation of the duty of loyalty: [________________________________].
(c) The partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing, per 6 Del. C. § 15-103(b).
(d) Delaware law permits the partnership agreement to expand, restrict, or eliminate the duties of a Partner to the Partnership or to the other Partners, except that the agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

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, Delaware, 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 Existence, Denial, or Dissolution.

The foregoing shall be maintained in accordance with 6 Del. C. § 15-403.

8.4 Inspection Rights. Each Partner has the right, upon reasonable notice during normal business hours, to inspect and copy Partnership books and records, per 6 Del. C. § 15-403. The right of access to books and records may not be unreasonably restricted by the partnership agreement, per 6 Del. C. § 15-103(b)(2).

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 Delaware law (19 Del. C. § 2301 et seq.), if applicable;
(d) Professional Liability Insurance (if applicable);
(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 where feasible.

9.3 Risk Management. The Partnership shall implement risk management policies consistent with industry standards and applicable Delaware regulations.

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. To the fullest extent permitted by the Act and Delaware 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 (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.

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

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

10.4 Limitation of Liability.
(a) Consistent with 6 Del. C. § 15-103(a), the partnership agreement may restrict or expand the liability of a Partner. Subject to the implied contractual covenant of good faith and fair dealing, no Partner shall be liable except for: (i) breach of the duty of loyalty (as set forth herein); (ii) intentional misconduct or knowing violation of law; (iii) transactions from which the Partner derived an improper personal benefit; or (iv) breach of this Agreement.
(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 data believed to be accurate. Delaware law (6 Del. C. § 15-103(a)) permits the partnership agreement to expand or restrict the duties and liabilities of Partners, and this exculpation provision is intended to operate to the fullest extent permitted thereunder.

10.6 Joint and Several Liability. Under 6 Del. C. § 15-306, all Partners in a general partnership are jointly and severally liable for all debts and obligations of the Partnership. Partners should consider limited liability partnership registration under 6 Del. C. § 15-1001 et seq. to limit personal liability.

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;
(d) Delivery of an opinion of counsel (if reasonably requested) that the Transfer complies with applicable securities laws.

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 6 Del. C. § 15-601.
(b) A withdrawing Partner receives fair market value, 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. If the Partners cannot agree on an appraiser, either Partner may petition the Chancery Court for appointment of an appraiser under its equitable jurisdiction.

11.7 Charging Orders. Under 6 Del. C. § 15-504, a charging order is the exclusive remedy by which a judgment creditor of a Partner may satisfy a judgment from the Partner's transferable interest in the Partnership.

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated upon the occurrence of any event specified in 6 Del. C. § 15-601, including:
(a) Voluntary withdrawal upon proper notice;
(b) An event agreed to in this Agreement;
(c) Expulsion under this Agreement;
(d) Expulsion by unanimous vote of other Partners (for specific causes under the Act);
(e) Judicial expulsion under 6 Del. C. § 15-601(5);
(f) Death or adjudication of incapacity (natural persons);
(g) Bankruptcy or similar proceedings;
(h) Any other event under 6 Del. C. § 15-601.

12.2 Effect of Dissociation. Upon dissociation:
(a) Management and voting rights terminate, per 6 Del. C. § 15-603;
(b) The duty of loyalty and care terminate as to future matters, except for matters arising before dissociation;
(c) The remaining Partners may continue the business or dissolve.

12.3 Buyout of Dissociated Partner. If the Partnership continues, the dissociated Partner's interest shall be purchased at the buyout price per 6 Del. C. § 15-701, 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, per 6 Del. C. § 15-801:
(a) An event agreed to in this Agreement resulting in winding up;
(b) In a partnership at will, notice from a non-dissociated Partner of express will to withdraw as a Partner;
(c) In a partnership for a definite term or particular undertaking, the applicable triggering events under 6 Del. C. § 15-801(2);
(d) An event that makes it unlawful to continue;
(e) Judicial decree under 6 Del. C. § 15-801(4) or (5);
(f) Unanimous written agreement of all Partners;
(g) Administrative dissolution by the Delaware Secretary of State for failure to pay the annual tax (if applicable).

12.5 Statement of Dissolution. Upon dissolution, a Partner may deliver a Statement of Dissolution to the Delaware Secretary of State pursuant to 6 Del. C. § 15-805. The Statement cancels a filed Statement of Partnership Existence. A person not a partner is deemed to have notice of dissolution and limitation on authority ninety (90) days after filing.

12.6 Winding Up. Upon dissolution, the Partners shall:
(a) Preserve and protect Partnership assets;
(b) Discharge all debts and liabilities;
(c) Distribute surplus per positive Capital Account balances, per 6 Del. C. § 15-807;
(d) File all required documents with the Delaware Secretary of State and Division of Revenue;
(e) Cancel any trade name registrations;
(f) Pay any remaining Delaware annual tax obligation.

12.7 Court of Chancery Jurisdiction. Any Partner may apply to the Chancery Court for judicial supervision of the winding up of Partnership affairs, appointment of a liquidating partner, or resolution of disputes arising during the winding-up process. The Chancery Court has broad equitable jurisdiction over partnership disputes under 6 Del. C. § 15-105 and 10 Del. C. § 341.

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;
(g) Breaches the duty of loyalty or the implied contractual covenant of good faith and fair dealing.

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;
(d) Expel the Defaulting Partner;
(e) Seek specific performance, injunctive relief, or other equitable remedies (including from the Chancery Court);
(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 may submit to mediation in [________________________________], Delaware or as otherwise agreed. Mediation costs shall be shared equally.

14.2 Arbitration (Optional). ☐ If this box is checked, disputes not resolved through mediation shall be submitted to binding arbitration under the AAA's Commercial Arbitration Rules (the "Arbitration Rules"):
(a) Seat: [________________________________], Delaware;
(b) Single arbitrator with at least ten (10) years of experience in business or partnership disputes;
(c) Reasoned written award within sixty (60) days.

☐ If this box is checked, the Partners elect NOT to arbitrate and instead submit all disputes to the exclusive jurisdiction of the courts specified in Section 14.3.

14.3 Court of Chancery; Exclusive Jurisdiction.
(a) To the extent not subject to binding arbitration, each Partner irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Chancery Court declines jurisdiction, the Superior Court of the State of Delaware, or, if neither state court has jurisdiction, the United States District Court for the District of Delaware) for all matters arising out of or relating to this Agreement.
(b) Each Partner waives any objection to venue, personal jurisdiction, or forum non conveniens in the courts identified in subsection (a).
(c) The Partners acknowledge that the Court of Chancery is a court of equity that does not conduct jury trials and is highly experienced in partnership and other business entity disputes.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY 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. THE PARTNERS ACKNOWLEDGE THAT THE COURT OF CHANCERY DOES NOT PROVIDE JURY TRIALS.

14.5 Confidentiality. All dispute resolution proceedings shall be confidential.

14.6 Specific Performance. The Partners acknowledge that irreparable harm would result from a breach of certain provisions of this Agreement (including Sections 7.2, 7.3, 7.4, and 11.1) and that monetary damages would be inadequate. Accordingly, each Partner agrees that, in addition to any other available remedies, the non-breaching Partner(s) shall be entitled to specific performance and injunctive relief without the necessity of proving actual damages or posting bond.

14.7 Enforcement. Any judgment of the Chancery Court (or other designated court) or arbitral award may be enforced in any court of competent jurisdiction.

15. GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended only by written instrument executed by all Partners.

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 certified or registered, 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 Delaware Uniform Electronic Transactions Act, 6 Del. C. § 12A-101 et seq.

15.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including the DRUPA, 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.

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.

15.13 Ratification and Waiver. The Partners acknowledge that, under 6 Del. C. § 15-110, upon application of the Partnership (formed under or doing business in Delaware), any Partner, or any person claiming to be substantially and adversely affected, the Chancery Court may hear and determine the validity and effectiveness of any ratification of, or waiver with respect to, any void or voidable act or transaction.

16. DELAWARE-SPECIFIC PROVISIONS

16.1 Delaware Revised Uniform Partnership Act (DRUPA). This Partnership is governed by the Delaware Revised Uniform Partnership Act, codified at 6 Del. C. § 15-101 et seq. (Chapter 15 of Title 6). The DRUPA is Delaware's version of the Revised Uniform Partnership Act, with significant Delaware-specific modifications that reflect the state's pro-business and freedom-of-contract philosophy. Key statutory provisions include:

16.2 Freedom of Contract in Delaware.
(a) Delaware is recognized as the leading jurisdiction for business entity formation precisely because of its strong policy of freedom of contract. Under 6 Del. C. § 15-103(a), the partnership agreement governs the relations among the Partners and between the Partners and the Partnership. To the extent that the partnership agreement does not otherwise provide, the Act governs.
(b) The partnership agreement may modify or eliminate most provisions of the Act, with the following exceptions under 6 Del. C. § 15-103(b):
(i) The partnership agreement may not vary the requirements for filing and recording statements with the Delaware Secretary of State;
(ii) The partnership agreement may not unreasonably restrict the right of access to books and records;
(iii) The partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing, but may prescribe the standards by which performance of the covenant is measured if such standards are not manifestly unreasonable;
(iv) The partnership agreement may not vary the power to dissociate as a partner, although it may vary the consequences;
(v) The partnership agreement may not vary the right of a court to expel a partner;
(vi) The partnership agreement may not restrict the rights of third parties.
(c) Importantly, unlike many other states, Delaware permits the partnership agreement to expand, restrict, or eliminate fiduciary duties (subject only to the implied contractual covenant of good faith and fair dealing). This is a unique and significant feature of Delaware partnership law.

16.3 Court of Chancery.
(a) The Delaware Court of Chancery is a separate court of equity with jurisdiction over business entity disputes, including partnership matters. The Chancery Court is widely regarded as the most experienced and sophisticated business court in the United States.
(b) Under 6 Del. C. § 15-105 and 10 Del. C. § 341, the Chancery Court has jurisdiction over proceedings brought under the DRUPA.
(c) Under 6 Del. C. § 15-110, the Chancery Court may hear and determine the validity of any ratification or waiver of void or voidable acts or transactions.
(d) The Chancery Court does not conduct jury trials; all proceedings are bench trials or proceedings in equity.
(e) The Chancery Court's decisions are subject to appeal to the Delaware Supreme Court.

Chancery Court Contact Information:
- New Castle County: 500 N. King Street, Suite 11400, Wilmington, DE 19801 | (302) 255-0544
- Kent County: 38 The Green, Dover, DE 19901 | (302) 735-1813
- Sussex County: 34 The Circle, Georgetown, DE 19947 | (302) 856-5264
- Website: https://courts.delaware.gov/chancery/

16.4 Statement of Partnership Existence Filing.
(a) A Statement of Partnership Existence may be filed with the Delaware Secretary of State under 6 Del. C. § 15-303.
(b) The Statement supplements the authority of Partners. Grants of authority are conclusive in favor of persons who give value without knowledge to the contrary, per 6 Del. C. § 15-303(c).
(c) A limitation on authority contained in the Statement is not by itself evidence of knowledge or notice to a third party, per 6 Del. C. § 15-303(d).
(d) A Statement of Dissolution cancels a filed Statement of Partnership Existence, per 6 Del. C. § 15-805(c).

Delaware Secretary of State Filing Information:
- Address: John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
- Phone: (302) 739-3073
- Website: https://corp.delaware.gov
- Online Filing Portal: https://icis.corp.delaware.gov

16.5 Delaware Tax Treatment of Partnerships.
(a) No Entity-Level Income Tax. Delaware does not impose a separate entity-level income tax on partnerships. Partnership income flows through to the individual Partners.
(b) Annual Tax. Limited liability companies, limited partnerships, and general partnerships formed in Delaware are required to pay an annual tax of $300.00, due on or before June 1 of each year, payable to the Delaware Secretary of State. Failure to pay the annual tax may result in administrative dissolution or revocation of the entity's good standing.
(c) Delaware Partnership Return. The Partnership must file Delaware Form 300 (Partnership Return of Income) with the Delaware Division of Revenue. The return is an information return.
(d) Individual Partner Tax. Partners who are Delaware residents must include their share of Partnership income in their Delaware individual income tax return (Form PIT-RES). Nonresident Partners with Delaware-source income must file Form PIT-NON.
(e) Delaware Individual Income Tax Rates. Delaware has a progressive individual income tax structure with rates ranging from 0% to 6.60%.
(f) Filing Deadlines. Delaware partnership returns (Form 300) are due on or before the fifteenth (15th) day of the third (3rd) month following the close of the tax year (March 15 for calendar-year partnerships), with extensions available.
(g) No Sales Tax. Delaware does not impose a state sales tax, which may benefit the Partnership's operations.

Delaware Division of Revenue Contact Information:
- Address: 820 N. French Street, Wilmington, DE 19801
- Phone: (302) 577-8200
- Website: https://revenue.delaware.gov

16.6 Registered Agent Requirements. Delaware law requires entities filing certain documents with the Secretary of State to maintain a registered agent in Delaware. The registered agent must be:
(a) A resident individual whose office is in Delaware; or
(b) A domestic or foreign entity authorized to do business in Delaware that maintains a Delaware office.

The registered agent must maintain a physical street address (not a P.O. Box) in Delaware. Failure to maintain a registered agent may result in the entity's dissolution or revocation.

16.7 Conversion and Merger. The DRUPA and the Delaware Entity Transactions Act provide procedures for:
(a) Merger of partnerships with other entities under 6 Del. C. Chapter 15, Subchapter IX;
(b) Conversion of a partnership to another entity type;
(c) Domestication of foreign partnerships to Delaware.
Any such transaction requires compliance with the applicable statutory provisions and the consent requirements of this Agreement.

16.8 Limited Liability Partnership Option. If the Partners desire to limit personal liability for Partnership obligations, they may elect to register the Partnership as a Limited Liability Partnership (LLP) under 6 Del. C. § 15-1001. LLP registration requires:
(a) A statement in the partnership agreement that the Partnership is formed as an LLP;
(b) Filing a Statement of Qualification with the Delaware Secretary of State;
(c) Payment of the applicable filing fee;
(d) Inclusion of "Registered Limited Liability Partnership" or "L.L.P." in the Partnership name.

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 DELAWARE
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

DELAWARE STATE-SPECIFIC COMPLIANCE CHECKLIST

☐ Partnership Agreement executed by all Partners
☐ Employer Identification Number (EIN) obtained from IRS
☐ Statement of Partnership Existence filed with Delaware Secretary of State (optional)
☐ Registered agent designated in Delaware
☐ Partnership bank account opened
☐ Delaware annual tax ($300) calendar reminder set (due June 1)
☐ Delaware Division of Revenue registration completed
☐ Delaware Form 300 filing system established
☐ Federal Form 1065 filing system established
☐ Trade name registered (if applicable)
☐ Delaware business license obtained (if required by municipality)
☐ Insurance policies obtained per Section 9
☐ Workers' compensation insurance obtained (if applicable)
☐ LLP registration evaluated (if liability protection desired)
☐ Court of Chancery forum selection confirmed

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"), governed by the Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101 et seq. The New Partner shall be a Partner of the Partnership with all rights and obligations set forth in the Agreement.

The New Partner acknowledges that the Agreement is a "partnership agreement" as defined in 6 Del. C. § 15-101(9) and that the provisions thereof govern the Partners' rights and obligations, including any modifications to the default provisions of the DRUPA.

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 Delaware before use. While Delaware offers significant advantages for business entity formation, including freedom of contract, specialized courts (Court of Chancery), and well-developed case law, partnership law remains complex. 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 Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101 et seq.