Partnership Agreement - General (Indiana)

GENERAL PARTNERSHIP AGREEMENT

STATE OF INDIANA

Use gate. This form is a starting point for a privately negotiated Indiana
general partnership. It is not an LLP registration, limited-partnership
agreement, limited-liability-company agreement, professional-entity document,
securities offering, franchise agreement, real-estate transfer, tax opinion, or
license application.

Before signing, each proposed Partner should understand two core consequences:

• Under Ind. Code § 23-4-1-9(1), an ordinary-course act by a Partner may bind
  the Partnership unless the statutory authority-and-knowledge conditions
  prevent that result.

• Under Ind. Code § 23-4-1-15, general Partners face the liability rules stated
  there. Internal allocations do not by themselves eliminate a third party's
  rights. An optional LLP path requires a separate filing and compliance review.

1. AGREEMENT CONTROL

Effective Date: [__/__/____]

Partnership Name: [________________________________]

Principal Office: [________________________________]

Business Purpose: [________________________________]

Initial Term: ☐ At will ☐ Through [__/__/____]
☐ Particular undertaking: [________________________________]

Business Day: A date identified as a working day in Schedule E; weekends
are excluded unless that schedule expressly includes them.

Current schedules attached:

☐ A — Partners, contributions, and percentage interests

☐ B — Partnership property and title record

☐ C — Management, authority, and approval matrix

☐ D — Economics, accounting, and tax instructions

☐ E — Operations, compliance, insurance, and calendar

☐ F — Exit, valuation, winding-up, and transition plan

☐ G — Risk, remedies, and dispute addendum

No business may begin until required licenses, registrations, approvals,
insurance, banking authority, ownership transfers, and advisor schedules are
complete.

2. PARTNERS

Partner 1

Legal Name: [________________________________]

Entity or Individual: [________________________________]

Address: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

Partner 2

Legal Name: [________________________________]

Entity or Individual: [________________________________]

Address: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

Additional Partners

[________________________________]

Each is a "Partner"; together, the "Partners." The business operated under this
Agreement is the "Partnership."

3. FORMATION, PURPOSE, AND STATUS

3.1 Operating relationship. The Partners agree to carry on the business
described in Section 1 as co-owners for profit. Ind. Code § 23-4-1-6(1)
supplies the current statutory definition. Counsel shall separately review
whether conduct before the Effective Date created any relationship or liability.

3.2 Name and registrations. The Partners shall use the name stated in
Section 1 only after counsel confirms name availability, assumed-name issues,
licenses, tax accounts, registered-agent requirements, and required filings.

3.3 No automatic LLP status. This Agreement does not qualify the Partnership
as a limited liability partnership. If the Partners select the LLP path,
Ind. Code § 23-4-1-45(a)-(c) requires a separate Secretary of State registration
and supplies the notice effect stated there. Counsel shall use the current
official form and confirm name, registered-agent, filing, renewal, professional,
insurance, and liability requirements before reliance on LLP status.

3.4 Specialized activities. The Partnership shall not engage in a licensed
profession, construction, public contracting, lending, insurance, health care,
real-estate brokerage, securities activity, regulated data processing, or other
specialized business until Schedule E identifies the controlling requirements,
responsible Partner, evidence, and renewal calendar.

4. CONTRIBUTIONS, INTERESTS, AND PROPERTY

4.1 Initial contributions. Each Partner shall contribute only the cash,
property, services, rights, or commitments listed in Schedule A.

4.2 Percentage interests. Voting, profit, loss, and distribution percentages
are stated separately in Schedule A. Do not assume one percentage controls every
economic and governance issue.

4.3 Additional capital.

☐ No Partner is required to make an additional contribution without written
consent.

☐ Additional contributions may be approved by [____]% of the Percentage
Interests under the process in Schedule C.

The approval must state amount, due date, whether the funding is capital or a
loan, changed percentages, dilution, default consequences, and tax treatment.

4.4 Partnership property. Schedule B shall identify record title, source,
agreed value, liens, restrictions, required consents, transfer instruments, and
custody for every contributed or acquired asset. A schedule entry does not
transfer title or bind a nonparty.

4.5 Partner property. Property not listed as Partnership property remains
the contributing Partner's property, subject only to the express license, lease,
or use right in Schedule B.

4.6 No automatic interest. No interest accrues on capital or advances unless
Schedule D states a reviewed rate, basis, period, priority, and payment terms.

5. PROFITS, LOSSES, DISTRIBUTIONS, AND TAX

5.1 Selected economics. Schedule D shall state:

• profit and loss allocations;
• ordinary and special distributions;
• reserves and working capital;
• tax distributions, if any;
• Partner loans and repayment priority;
• expense reimbursement;
• compensation or guaranteed payments;
• withholding and reporting;
• tax elections and representative authority; and
• adjustments after contribution, transfer, withdrawal, death, or dissolution.

5.2 Default-rule warning. Ind. Code § 23-4-1-18(a) states default rules for
repayment of contributions, equal sharing of profits and surplus, and loss
contributions tied to profit shares, subject to the section and LLP exception.
Schedule D must state every intended variation clearly.

5.3 Distribution condition. No distribution may be made unless the approval,
available cash, reserves, creditor obligations, loan restrictions, tax
instructions, and Schedule D conditions are satisfied.

5.4 Tax schedule required. A qualified tax advisor shall prepare a current
written schedule for the actual Partners, activities, assets, locations, and
elections. This Agreement does not hard-code a return, filing date, tax rate,
withholding result, county rule, basis result, or entity classification.

6. MANAGEMENT, VOTING, AND AUTHORITY

6.1 Default management rule. Ind. Code § 23-4-1-18(e), (g), and (h) states
equal management rights, unanimous consent for admission, majority decision for
ordinary matters, and the agreement-contravention rule. The Partners select the
following internal allocation:

☐ One Partner, one vote

☐ Voting by Percentage Interests

☐ Managing Partner model in Schedule C

☐ Other: [________________________________]

6.2 Ordinary-course approvals. Ordinary-course decisions require:

[________________________________]

6.3 Reserved matters. The following require the approval stated in
Schedule C:

☐ Admit a Partner

☐ Borrow, lend, guarantee, or grant security

☐ Buy, sell, lease, or encumber material assets

☐ Enter or exit a material contract

☐ Change the business, territory, or name

☐ Hire or remove senior personnel

☐ Set Partner compensation or distributions

☐ Settle a material claim

☐ Begin insolvency, dissolution, or winding-up action

☐ Enter a related-party transaction

☐ Other: [________________________________]

6.4 Third-party authority warning. Schedule C allocates authority internally.
It does not alone prevent an apparently ordinary-course act from binding the
Partnership under Ind. Code § 23-4-1-9(1). The Partners shall use banking
resolutions, counterparty notices, signature controls, contract limits, and
other counsel-approved evidence where appropriate.

6.5 Meetings and records.

Notice: [____] Business Days

Quorum: [________________________________]

Approval record: ☐ Minutes ☐ Signed consent ☐ Authenticated system record

Records location: [________________________________]

7. PARTNER DUTIES AND OPERATING STANDARDS

7.1 Operating responsibilities. Schedule C assigns each Partner's services,
time commitment, territory, personnel, budgets, reporting, and deliverables.

7.2 Conflicts and related transactions. A Partner shall disclose a proposed
conflict or related transaction before commitment. Approval requires the
disinterested process stated in Schedule C.

7.3 Confidential information. Schedule E shall define protected information,
permitted use, recipients, security, compelled disclosure, return or deletion,
and duration. A contract label does not automatically establish trade-secret
status or a remedy.

7.4 Opportunity and competition terms. Any exclusivity, noncompetition,
customer, referral, hiring, or opportunity restriction must appear in a
separately signed Schedule G provision identifying scope, protected interest,
persons, territory, duration, exceptions, consideration, termination effect,
and remedy after current-law review.

7.5 Books and information. The Partnership shall maintain accurate books,
bank records, contracts, ownership records, approvals, tax materials, and
compliance evidence at the location and for the period stated in Schedule E.
Each Partner's access process appears there.

7.6 Compliance. Each Partner shall perform the obligations assigned in
Schedule E and promptly report a material license loss, claim, investigation,
data or security incident, safety issue, sanctions concern, financial distress,
or other scheduled event.

8. PERSONNEL, DATA, INTELLECTUAL PROPERTY, AND INSURANCE

8.1 Personnel. Schedule E shall identify employees, contractors, payroll,
benefits, supervision, worker classification, workplace rules, and insurance
responsibility.

8.2 Data and systems. Before processing personal, confidential, regulated,
customer, or Partner data, Schedule E shall identify roles, data, purpose,
systems, access, locations, security, incidents, retention, return, deletion,
and required addenda.

8.3 Intellectual property. Schedule B shall identify preexisting materials,
Partnership-created materials, ownership, licenses, inventor or author
documents, third-party materials, open-source components, enforcement, and exit
rights. No contribution label or payment alone transfers title.

8.4 Insurance. Schedule E shall state policies, limits, deductibles,
insureds, exclusions, tail coverage, evidence, notice received from carriers,
renewal, and claim responsibility.

9. LIABILITY, REIMBURSEMENT, AND INDEMNITY

9.1 General-partner warning. Ind. Code § 23-4-1-15 states the general
Partner liability rules and the distinct LLP rules. The Partners acknowledge
that internal allocations, caps, indemnities, or insurance do not by themselves
eliminate a claimant's rights.

9.2 Internal allocation. Schedule G may allocate reimbursement,
indemnification, advancement, defense, settlement, contribution, exclusions,
caps, insurance coordination, and payment mechanics among the Partners and the
Partnership after counsel reviews the actual claim types and available assets.

9.3 Own conduct and guarantees. No LLP selection or internal allocation
eliminates liability that controlling law assigns for a Partner's own conduct,
a separately signed guarantee, or another independently assumed obligation.

9.4 No automatic remedy. This Agreement does not make an injunction, fee
award, no-bond order, exculpation, damage exclusion, forced sale, or discounted
buyout automatic. Schedule G must state the requested contract remedy and its
procedural conditions.

10. TRANSFERS AND NEW PARTNERS

10.1 Transfer restriction. A Partner may not transfer an interest except
under a signed transfer instrument approved through Schedule C.

10.2 Economic and governance rights. Every proposed transfer must separately
address economic rights, management rights, admission, information, voting,
creditor issues, securities review, tax effects, and required consents.

10.3 Admission. Ind. Code § 23-4-1-18(g) states that no person may become a
Partner without all Partners' consent. A new Partner must sign a Joinder and
complete Schedules A through G before admission.

10.4 Right of first offer or refusal.

☐ None

☐ Counsel-drafted process attached: [________________________________]

10.5 Death, disability, divorce, creditor action, or entity change. Schedule
F shall state the notice, interim authority, valuation, purchase option,
funding, payment, security, and transition process for each selected event.

11. WITHDRAWAL, DEFAULT, AND BUYOUT

11.1 Voluntary withdrawal notice: [____] days

11.2 Default events. Only completed items apply:

☐ Material breach not cured under the stated notice and cure process

☐ Failure to fund an expressly agreed contribution

☐ Fraud or willful misconduct

☐ Loss of a required license

☐ Unauthorized transfer or authority violation

☐ Other: [________________________________]

11.3 Insolvency gate. Do not add or exercise a bankruptcy, insolvency,
receivership, or creditor-process trigger without transaction-specific review
of controlling law and any stay or nonwaivable restriction.

11.4 Valuation and purchase. Schedule F shall state the triggering event,
valuation date, standard, appraiser, discounts or absence of discounts,
insurance proceeds, offsets, payment terms, interest, security, releases, tax
treatment, and dispute process.

11.5 No automatic expulsion or forfeiture. A default does not automatically
expel a Partner, dilute an interest, forfeit capital, accelerate a sale, or set
a discount. Any such term must be explicit in Schedule G and reviewed with
Ind. Code § 23-4-1-31 and the actual facts.

12. DISSOLUTION AND WINDING UP

12.1 Event map required. Ind. Code § 23-4-1-31 lists distinct dissolution
events for a definite term or undertaking, an at-will partnership, unanimous
will, contractual expulsion, wrongful dissolution, illegality, death,
bankruptcy, and judicial decree. Before acting, counsel shall identify the
applicable subsection and whether the action complies with this Agreement.

12.2 Bankruptcy caution. Although § 23-4-1-31 lists bankruptcy, this
Agreement does not state that a contractual remedy, transfer, termination,
forfeiture, or payment consequence is enforceable merely because a filing or
insolvency event occurs.

12.3 Winding-up authority. Ind. Code § 23-4-1-37 supplies the default
winding-up rule and court route. Schedule F identifies the proposed winding-up
person, authority evidence, controls, advisors, and reporting.

12.4 Winding-up plan. The authorized person shall complete Schedule F for:

• stopping or completing operations;
• collecting receivables and resolving claims;
• preserving, selling, or transferring assets;
• employees, customers, vendors, and regulated communications;
• data, systems, records, licenses, and intellectual property;
• taxes, filings, reserves, insurance, and audits;
• creditor notice and payment;
• Partner loans, capital, and final distributions; and
• releases, transition, and record retention.

12.5 Distribution order. Ind. Code § 23-4-1-40(a)-(d) identifies Partnership
assets, the liability ranking, application of assets, and contribution rules.
Schedule F shall implement that order and shall not distribute Partner capital
or profit ahead of a higher-ranked liability.

12.6 Continuation. The Partners shall not assume that a continuation clause
erases dissolution, creditor rights, winding-up duties, or valuation
consequences. Counsel shall document the lawful continuation structure,
consents, payment, indemnity, authority, registrations, and third-party notices.

13. DISPUTES AND GENERAL TERMS

13.1 Executive negotiation: [____] Business Days

13.2 Mediation: ☐ None ☐ Under attached Schedule G process

13.3 Arbitration: ☐ None
☐ Under a counsel-drafted addendum stating scope, administrator, rules, seat,
arbitrator qualifications, provisional relief, discovery, confidentiality,
fees, award form, court judgment, and any class or jury terms

13.4 Court route. Subject to jurisdiction and mandatory venue, courts
serving [________________________________] County, Indiana, or a federal court
with jurisdiction over that county.

13.5 Jury terms: ☐ No contractual waiver
☐ Counsel-reviewed conspicuous waiver in Schedule G

13.6 Fees and costs: ☐ Each side bears its own
☐ As stated in Schedule G

13.7 Governing law. Indiana law, subject to mandatory law and
conflict-of-laws analysis.

13.8 Notices. Schedule E identifies recipient, address, method, timing,
receipt rule, courtesy copies, and evidence.

13.9 Amendments. A signed writing by the affected Partners.

13.10 Assignment. Subject to Article 10.

13.11 Entire agreement. This Agreement and completed schedules supersede
prior discussions for their subject matter.

13.12 Severability: [________________________________]

13.13 Counterparts and electronic exchange. The Partners may sign
counterparts and exchange authenticated signature pages electronically after
counsel confirms transaction-specific consent, attribution, delivery, record,
notarial, filing, and retention requirements.

14. INDIANA STATUTORY GUARDRAILS

Counsel and the Partners confirm before execution:

• ☐ The operating facts fit the partnership definition in
  Ind. Code § 23-4-1-6(1).

• ☐ The authority matrix accounts for ordinary-course agency under
  Ind. Code § 23-4-1-9(1).

• ☐ Each Partner received a written explanation of the liability rules in
  Ind. Code § 23-4-1-15 and any proposed LLP path.

• ☐ Schedule D clearly varies or adopts the default economic rules in
  Ind. Code § 23-4-1-18(a).

• ☐ Schedule C clearly varies or adopts the management rules in
  Ind. Code § 23-4-1-18(e), (g), and (h).

• ☐ Schedule F maps every exit event to Ind. Code § 23-4-1-31.

• ☐ The winding-up person and court route were reviewed under
  Ind. Code § 23-4-1-37.

• ☐ Schedule F follows Ind. Code § 23-4-1-40(a)-(d).

• ☐ No one represents the Partnership as an LLP unless the filing and notice
  requirements in Ind. Code § 23-4-1-45(a)-(c) are satisfied.

• ☐ Tax, title, creditor, securities, professional, licensing, data, employment,
  and regulated-industry issues have separate current advice.

15. EXECUTION

PARTNER 1

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

PARTNER 2

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

ADDITIONAL PARTNER

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

SCHEDULE A — PARTNERS, CONTRIBUTIONS, AND INTERESTS

SCHEDULE B — PROPERTY, DATA, AND INTELLECTUAL PROPERTY

SCHEDULE C — MANAGEMENT AND AUTHORITY MATRIX

SCHEDULE D — ECONOMICS, ACCOUNTING, AND TAX

Accounting method and fiscal year: [________________________________]

Profit and loss allocations: [________________________________]

Distribution policy and reserves: [________________________________]

Tax distribution policy: [________________________________]

Partner compensation and reimbursement: [________________________________]

Partner loans and repayment priority: [________________________________]

Tax elections and representative authority: [________________________________]

Withholding, reporting, and filing instructions: [________________________________]

Tax advisor and date: [________________________________]

SCHEDULE E — OPERATIONS, COMPLIANCE, INSURANCE, AND CALENDAR

Working-day calendar: [________________________________]

Notice process: [________________________________]

SCHEDULE F — EXIT, VALUATION, WINDING UP, AND TRANSITION

Trigger and statutory map: [________________________________]

Valuation method and appraiser: [________________________________]

Funding, payment, interest, and security: [________________________________]

Winding-up person and authority evidence: [________________________________]

Creditor and claim process: [________________________________]

Asset disposition and distribution order: [________________________________]

Personnel, customer, vendor, and regulator communications: [________________________________]

Data, systems, licenses, and intellectual-property transition: [________________________________]

Final tax, filing, reserve, insurance, and record-retention plan: [________________________________]

SCHEDULE G — RISK, REMEDIES, AND DISPUTES

Reimbursement and indemnity: [________________________________]

Defense and settlement: [________________________________]

Exclusions, caps, and insurance coordination: [________________________________]

Default and cure: [________________________________]

Buyout and expulsion: [________________________________]

Restrictive covenants: [________________________________]

Mediation, arbitration, court, jury, fees, and confidentiality: [________________________________]

Severability and enforcement: [________________________________]

This general-partnership starting point must be completed with all applicable
schedules and reviewed by qualified Indiana counsel and the Partnership's tax
advisor before execution or operations.