Partnership Agreement - General (Indiana)

GENERAL PARTNERSHIP AGREEMENT

STATE OF INDIANA

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This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned parties (each, a "Partner" and collectively, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and governed by the Uniform Partnership Act as adopted in the State of Indiana under Indiana Code Title 23, Article 4, Chapter 1 (Ind. Code sections 23-4-1-1 through 23-4-1-53), and upon the terms and conditions set forth herein.

IMPORTANT NOTE: Indiana follows a version of the original Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA) that has been adopted by most other states. Under the original UPA, a partnership is treated as an aggregate of its Partners rather than a distinct legal entity, although Indiana has enacted certain statutory modifications that provide some entity-like treatment (e.g., the ability to hold property in the partnership name and the limited liability partnership provisions). This distinction affects the treatment of partner dissociation, partnership property, and dissolution, and should be discussed with qualified legal counsel.

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RECITALS

A. The Partners desire to associate themselves as partners in a general partnership for the purposes described herein;

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

C. The Partners wish to set forth in writing their respective rights, obligations, and responsibilities with respect to the Partnership and its operations;

D. The Partnership will be formed and will operate under the laws of the State of Indiana, including Ind. Code § 23-4-1-1 et seq. (Uniform Partnership Act); and

E. The Partners acknowledge that Indiana does not require the filing of formation documents with the Indiana Secretary of State to form a general partnership, but that certain optional filings may be made (such as registration as a limited liability partnership under Ind. Code § 23-4-1-45).

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:

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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. Indiana-Specific Provisions
17. Execution

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ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in quotation marks or with initial capitalization throughout this Agreement.

"AAA" means the American Arbitration Association.

"Act" means the Uniform Partnership Act as adopted in the State of Indiana, codified at Ind. Code § 23-4-1-1 through 23-4-1-53, as amended from time to time.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Arbitration Rules" has the meaning set forth in Section 14.3.

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Indiana are authorized or required to be closed.

"Capital Account" means, for each Partner, a capital account maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and Section 4.1(c) of this Agreement.

"Capital Contribution" means, for any Partner, the total amount of 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.

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

"DOR" means the Indiana Department of Revenue.

"Effective Date" has the meaning set forth in the preamble.

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

"Force Majeure Event" has the meaning set forth in Section 14.5.

"Indiana SOS" means the Indiana Secretary of State.

"INBiz" means the Indiana Secretary of State's online business services portal (inbiz.in.gov).

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

"Majority Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

"Net Cash Flow" means gross cash receipts of the Partnership less all cash expenditures, debt service, and reserves established by the Partners.

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

"Partner" and "Partners" have the meanings set forth in the preamble.

"Partnership" has the meaning set forth in the preamble.

"Partnership Interest" means a Partner's entire interest in the Partnership, including the right to share in profits, losses, and distributions, and the right to participate in management.

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

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

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

"Supermajority Interest" means Partners holding at least seventy-five percent (75%) of the aggregate Percentage Interests.

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

"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury, as amended from time to time.

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ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation

The Partnership is formed as a general partnership under the laws of the State of Indiana, effective as of the Effective Date, pursuant to Ind. Code § 23-4-1-1 et seq. (the Uniform Partnership Act). Under Indiana law, a partnership is an association of two (2) or more persons to carry on as co-owners a business for profit (Ind. Code § 23-4-1-6). No filing with the Indiana Secretary of State is required to form a general partnership, although the Partnership may elect to register as a limited liability partnership under Ind. Code § 23-4-1-45.

2.2 Partnership Name

The Partnership shall conduct business under the name:

[________________________________]

or such other name as the Partners may unanimously approve. If the Partnership operates under an assumed business name, the Partnership shall file the appropriate registration with the county recorder of each county in which the Partnership conducts business, as required by Indiana law.

2.3 Purpose

The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as permitted under the laws of the State of Indiana.

2.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[City], Indiana [____]

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

2.5 Registered Agent

If the Partnership registers as a limited liability partnership or makes other filings with the Indiana Secretary of State, the Partnership shall designate and continuously maintain a registered agent and registered office in the State of Indiana. The initial registered agent and registered office shall be:

Name: [________________________________]
Address: [________________________________]
[________________________________]
[City], Indiana [____]

The registered agent must be (i) an individual who is a resident of Indiana and whose business office is identical with the registered office, or (ii) a corporation, limited liability company, or other entity authorized to transact business in Indiana.

2.6 Term

The Partnership shall be a:

☐ Partnership at Will: The Partnership shall continue indefinitely until dissolved in accordance with Article 12.

☐ Partnership for a Fixed Term: The Partnership shall continue for a term of [____] years from the Effective Date, unless sooner dissolved in accordance with Article 12.

☐ Partnership for a Particular Undertaking: The Partnership shall continue until the completion of [________________________________], unless sooner dissolved in accordance with Article 12.

2.7 Qualification in Other Jurisdictions

The Partnership shall qualify to do business in any other state or jurisdiction in which the nature of its business or the ownership of its property requires such qualification. The costs of qualification shall be Partnership expenses.

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ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions

Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date. The initial Capital Contributions are as follows:

Partner Name	Contribution Amount	Form of Contribution	Percentage Interest
[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%

3.2 Additional Capital 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 as determined by a Majority Interest vote, the Partners may contribute additional capital pro rata in accordance with their respective Percentage Interests, or as otherwise unanimously agreed.

(c) Any Partner who fails to make an agreed-upon additional Capital Contribution within [____] Business Days of the due date shall be subject to the remedies set forth in Section 13.1.

(d) Additional Capital Contributions shall be reflected in an amendment to Schedule A.

3.3 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Increased by (i) such Partner's Capital Contributions, and (ii) such Partner's allocable share of Partnership profits and income;

(b) Decreased by (i) distributions to such Partner, and (ii) such Partner's allocable share of Partnership losses and deductions.

3.4 Interest on Capital

No Partner shall be entitled to receive interest on any Capital Contribution or on the balance of such Partner's Capital Account, unless otherwise unanimously agreed in writing.

3.5 Withdrawal of Capital

No Partner may withdraw any portion of its Capital Contribution without the prior written consent of all other Partners, except as expressly provided in this Agreement or upon dissolution and winding up pursuant to Article 12.

3.6 Partnership Property

(a) Under Indiana's version of the UPA, all property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property (Ind. Code § 23-4-1-8(1)).

(b) Unless a contrary intention appears, property acquired with partnership funds is partnership property (Ind. Code § 23-4-1-8(2)).

(c) Each Partner's interest in partnership property is treated as a "tenancy in partnership" under Ind. Code § 23-4-1-25. The rights of Partners in specific partnership property include: (i) equal right to possess partnership property for partnership purposes; (ii) the Partner's right in specific partnership property is not assignable; (iii) the Partner's right is not subject to attachment or execution on a claim against the individual Partner; and (iv) upon death, the Partner's right vests in the surviving Partners.

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ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses

(a) Net Profits. Net Profits for each Fiscal Year (or other applicable period) shall be allocated among the Partners in proportion to their respective Percentage Interests.

(b) Net Losses. Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no Partner shall be allocated Losses to the extent such allocation would cause or increase a deficit in such Partner's Capital Account beyond the amount such Partner is obligated to restore.

(c) Substantial Economic Effect. The Partners intend that all allocations under this Article 4 satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b). Capital Accounts shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

(d) Regulatory Allocations. The following special allocations shall be made in the following order of priority before any other allocations are made:

(i) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner's Capital Account as quickly as possible.

(ii) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of income and gain in accordance with Treasury Regulation Section 1.704-2(f).

(e) Default Rule. Absent the Percentage Interest allocations agreed to in this Agreement, Indiana's default rule under Ind. Code § 23-4-1-18(a) provides that each Partner shall share equally in profits and losses. The Partners agree that the allocations in this Agreement supersede that default rule.

4.2 Distributions

(a) Discretionary Distributions. Net Cash Flow available for distribution shall be distributed to the Partners at such times and in such amounts as determined by a Majority Interest vote, pro rata in accordance with their respective Percentage Interests.

(b) Minimum Tax Distributions. The Partners shall use reasonable efforts to distribute, at least annually, sufficient cash to enable each Partner to satisfy its federal and Indiana income tax obligations attributable to its share of Partnership income (the "Tax Distribution"). Tax Distributions shall be computed using the highest combined marginal federal and Indiana individual income tax rate applicable to any Partner.

(c) Distributions in Kind. No Partner may demand or receive distributions in kind without the unanimous consent of all Partners.

(d) Withholding. The Partnership may withhold from distributions any amounts required to be withheld under federal, Indiana, or other applicable tax law, including withholding for nonresident Partners under Ind. Code § 6-3-4-12.

4.3 Tax Elections

(a) The Partnership shall make the following elections for federal income tax purposes, unless the Partners otherwise unanimously agree:

☐ Election under Code Section 754 to adjust the basis of Partnership property upon a transfer of a Partnership Interest or a distribution of property

☐ Election to amortize organizational expenses under Code Section 709(b)

☐ Other elections as determined by the Partnership Representative

(b) The Partnership shall elect the calendar year as its taxable year unless a different year is required or permitted under the Code.

4.4 Partnership Representative

(a) [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

(b) The Partnership Representative shall have the authority to act on behalf of the Partnership in any federal or Indiana tax audit or proceeding and to make all decisions regarding such matters, including the decision to elect out of the centralized partnership audit regime under Code Section 6221(b), if eligible.

(c) The Partnership Representative shall keep all Partners informed of the status of any tax audit or proceeding and shall not settle any tax matter without the prior written consent of a Majority Interest.

(d) If the Partnership is eligible, the Partnership Representative shall, at the written request of a Majority Interest, make the election under Code Section 6226 to "push out" any imputed underpayment to the Partners.

4.5 Tax Returns

(a) The Partnership Representative shall cause the Partnership's federal and Indiana tax returns to be prepared and timely filed. The Partnership shall file:

(i) Federal Form 1065 (U.S. Return of Partnership Income);
(ii) Indiana Form IT-65 (Partnership Return); and
(iii) Any other required state, county, or local tax returns.

(b) Each Partner shall be furnished with a federal Schedule K-1 and Indiana Schedule IN K-1 within [____] days after the close of each Fiscal Year, or such earlier date as may be required by law.

(c) Indiana Form IT-65 is due on or before the 15th day of the 4th month following the close of the Partnership's tax year (April 15 for calendar-year partnerships).

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ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management

(a) Under the Indiana UPA, every Partner has equal rights in the management and conduct of the Partnership business (Ind. Code § 23-4-1-18(e)). However, the Partners agree that voting power shall be proportional to each Partner's Percentage Interest, unless otherwise specified in this Agreement.

(b) Unless otherwise specified in this Agreement, all decisions relating to the ordinary course of business shall require the approval of a Majority Interest. Differences arising as to matters connected with ordinary matters may be decided by a majority of the Partners (Ind. Code § 23-4-1-18(h)).

(c) No act in contravention of any agreement between the Partners may be done rightfully without the consent of all the Partners (Ind. Code § 23-4-1-18(h)).

5.2 Major Decisions

The following actions (each, a "Major Decision") shall require the unanimous written consent of all Partners:

(a) Amendment or modification of this Agreement;

(b) Admission of a new Partner (Ind. Code § 23-4-1-18(g) -- no person can become a member of a partnership without the consent of all Partners);

(c) Sale, exchange, lease, or other disposition of all or substantially all of the Partnership's assets outside the ordinary course of business;

(d) Any assignment of Partnership property in trust for creditors or on the assignee's promise to pay the debts of the Partnership (Ind. Code § 23-4-1-9(3));

(e) Voluntary dissolution of the Partnership;

(f) Incurrence of indebtedness exceeding $[________________________________] individually or $[________________________________] in the aggregate;

(g) Any transaction between the Partnership and a Partner or an Affiliate of a Partner;

(h) Filing a petition for bankruptcy or making an assignment for the benefit of creditors;

(i) Change in the nature of the Partnership's business;

(j) Acquisition of real property;

(k) Registration as a limited liability partnership under Ind. Code § 23-4-1-45; and

(l) Entry into any agreement that cannot be terminated within twelve (12) months without penalty.

5.3 Meetings

(a) Any Partner may call a meeting of the Partners upon at least five (5) Business Days' written notice to all Partners, stating the date, time, place, and purpose of the meeting.

(b) Meetings may be held in person, by telephone conference, or by video conference, provided that all participating Partners can hear and communicate with each other.

(c) The Partners shall hold at least one (1) annual meeting within ninety (90) days after the close of each Fiscal Year to review financial performance, approve tax returns, and address other Partnership business.

5.4 Quorum

Partners holding a Majority Interest, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting.

5.5 Action Without Meeting

Any action that may be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action taken is signed by Partners holding the requisite Percentage Interest for such action.

5.6 Managing Partner

(a) The Partners may, by Majority Interest vote, appoint one or more managing Partners (each, a "Managing Partner") to conduct the day-to-day operations of the Partnership.

(b) A Managing Partner shall serve at the pleasure of the Partners and may be removed at any time by a Majority Interest vote.

(c) Unless specifically authorized in writing by unanimous consent, a Managing Partner shall not have the authority to take any Major Decision.

(d) Initial Managing Partner: [________________________________] ☐ Not applicable

5.7 Officers

The Partners may appoint officers (including a President, Secretary, and Treasurer) to carry out designated functions. Officers shall serve at the pleasure of the Partners and shall have such authority as the Partners may delegate.

5.8 Partner as Agent

Every Partner is an agent of the Partnership for the purpose of its business, and the act of every Partner for apparently carrying on in the usual way the business of the Partnership binds the Partnership, unless the Partner so acting has in fact no authority to act for the Partnership in the particular matter, and the person with whom the Partner is dealing has knowledge of the fact that the Partner has no such authority (Ind. Code § 23-4-1-9(1)). This statutory agency authority cannot be eliminated by this Agreement as to third parties without their knowledge.

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ARTICLE 6. REPRESENTATIONS AND WARRANTIES

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

6.1 Authority and Capacity

Such Partner (a) if an individual, is at least eighteen (18) years of age and has full legal capacity; (b) if an entity, is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is authorized to do business in the State of Indiana; and (c) has full right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder.

6.2 No Conflict

The execution, delivery, and performance of this Agreement by such Partner does not and will not (a) violate any law, regulation, court order, or decree applicable to such Partner; (b) conflict with or result in a breach of any agreement, instrument, or obligation to which such Partner is a party or by which such Partner is bound; or (c) require the consent or approval of any third party that has not been obtained.

6.3 Investment Intent

Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to distribution or resale in violation of applicable securities laws, including the Indiana Securities Act (Ind. Code § 23-19-1-1 et seq.).

6.4 Sophistication and Independent Advice

Such Partner (a) is sophisticated in business and financial matters; (b) has had the opportunity to consult independent legal, tax, and financial advisors regarding this Agreement and the transactions contemplated hereby; and (c) has conducted its own due diligence and is not relying on any representation or warranty of any other Partner or the Partnership other than those expressly set forth in this Agreement.

6.5 Disclosure

Such Partner has not withheld from the other Partners any material fact or information relating to this Agreement or the Partnership's business that would be material to a reasonable Partner's decision to enter into this Agreement.

6.6 Compliance with Laws

Such Partner is in compliance with all applicable laws, rules, and regulations, including all Indiana licensing and permit requirements applicable to the Partnership's business.

6.7 Survival

The representations and warranties set forth in this Article 6 shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the duration of the Partnership.

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ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Laws

The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, and regulations, including all Indiana-specific requirements under Ind. Code § 23-4-1-1 et seq. and any applicable county or municipal ordinances.

7.2 Fiduciary Duties

(a) Under Indiana's version of the UPA, every Partner must account to the Partnership for any benefit and hold as trustee for it any profits derived by the Partner without the consent of the other Partners from any transaction connected with the formation, conduct, or liquidation of the Partnership or from any use by the Partner of its property (Ind. Code § 23-4-1-21).

(b) Partners are bound to render on demand true and full information of all things affecting the Partnership to any Partner or the legal representative of any deceased Partner or Partner under legal disability (Ind. Code § 23-4-1-20).

(c) Every Partner shall exercise good faith and fair dealing in all matters relating to the Partnership.

(d) The fiduciary duties described in this Section are mandatory under Indiana law and cannot be eliminated by this Agreement, though certain activities may be specifically authorized.

7.3 Non-Competition

During the term of the Partnership and for a period of [____] months following a Partner's withdrawal or the dissolution of the Partnership, no Partner shall, directly or indirectly, engage in, own, manage, operate, control, finance, or participate in any business that is competitive with the Partnership's business within the following geographic area:

[________________________________]

This restriction may be waived or modified by unanimous written consent of all Partners. Indiana courts enforce non-competition covenants that are reasonable in scope, duration, and geographic area under a "reasonableness" analysis. Unreasonable covenants may be "blue penciled" (reformed) by the court to make them reasonable.

7.4 Confidentiality

(a) Each Partner shall maintain the confidentiality of all proprietary, financial, and business information of the Partnership ("Confidential Information") and shall not disclose such information to any third party without the prior written consent of a Majority Interest, except as required by law, regulation, or court order.

(b) Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving Partner; (ii) is already in the receiving Partner's possession without restriction; or (iii) is independently developed by the receiving Partner without reference to Confidential Information.

(c) Indiana recognizes the Indiana Uniform Trade Secrets Act (Ind. Code § 24-2-3-1 et seq.) for the protection of trade secrets; Partnership Confidential Information qualifying as a trade secret shall receive the full protection afforded under that statute.

(d) The obligations under this Section 7.4 shall survive the dissolution of the Partnership and the withdrawal of any Partner for a period of [____] years.

7.5 Non-Solicitation

During the term of the Partnership and for a period of [____] months following a Partner's withdrawal, no Partner shall solicit or attempt to solicit any employee, contractor, customer, or client of the Partnership for the purpose of competing with the Partnership.

7.6 Notice of Material Matters

Each Partner shall promptly notify the other Partners in writing of: (a) any material breach or threatened breach of this Agreement; (b) any material adverse change in the Partnership's business, properties, or financial condition; (c) any threatened or pending litigation or governmental investigation involving the Partnership; and (d) any event that could reasonably be expected to result in the dissolution of the Partnership.

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ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year

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

8.2 Books and Records

(a) The Partnership books shall be kept at the principal place of business of the Partnership, and every Partner shall at all times have access to and may inspect and copy any of them (Ind. Code § 23-4-1-19).

(b) The Partnership shall maintain complete and accurate books of account and other records using the ☐ cash ☐ accrual method of accounting, consistently applied.

(c) The books and records shall include, at a minimum:

(i) A current list of the names, addresses, and Percentage Interests of all Partners;

(ii) Copies of this Agreement and all amendments thereto;

(iii) Copies of all federal and Indiana tax returns for the three (3) most recent Fiscal Years;

(iv) Financial statements for the three (3) most recent Fiscal Years;

(v) Records of Capital Contributions and distributions;

(vi) Minutes of all Partner meetings and records of all actions taken by written consent; and

(vii) A record of all Partnership property.

8.3 Inspection Rights

Each Partner has the right at all times to access, inspect, and copy the Partnership's books and records. This is a mandatory right under Indiana law (Ind. Code § 23-4-1-19) and may not be restricted by this Agreement.

8.4 Financial Reports

The Partnership shall provide to each Partner:

(a) Within ninety (90) days after the close of each Fiscal Year, annual financial statements (including a balance sheet, income statement, and statement of cash flows), prepared in accordance with generally accepted accounting principles ("GAAP") or such other method as the Partners may agree;

(b) Within thirty (30) days after the close of each calendar quarter, unaudited quarterly financial statements; and

(c) Such other reports and information as any Partner may reasonably request.

8.5 Bank Accounts

(a) All Partnership funds shall be deposited in bank accounts in the name of the Partnership at financial institutions selected by a Majority Interest vote.

(b) Withdrawals and expenditures exceeding $[________________________________] shall require the signature of at least [____] Partner(s).

(c) No Partnership funds shall be commingled with the personal funds of any Partner.

8.6 Duty to Account

Each Partner shall account to the Partnership for any benefit derived by the Partner from the conduct of the Partnership business or from any use of Partnership property, without the consent of the other Partners (Ind. Code § 23-4-1-21).

8.7 Independent Accountant

The Partners may engage an independent certified public accountant to audit or review the Partnership's financial statements on an annual basis. The cost of such engagement shall be a Partnership expense.

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ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies

The Partnership shall obtain and maintain, at its expense, the following insurance policies with commercially reasonable terms and coverage limits:

(a) Commercial General Liability Insurance: Coverage of not less than $[________________________________] per occurrence and $[________________________________] annual aggregate;

(b) Property Insurance: Coverage for the full replacement value of the Partnership's tangible property;

(c) Professional Liability/Errors and Omissions Insurance: ☐ Required ☐ Not applicable -- If required, coverage of not less than $[________________________________] per claim;

(d) Workers' Compensation Insurance: As required by the Indiana Worker's Compensation Act (Ind. Code § 22-3-2-1 et seq.), if the Partnership has employees;

(e) Commercial Automobile Insurance: ☐ Required ☐ Not applicable -- If required, coverage of not less than $[________________________________] per occurrence;

(f) Business Interruption Insurance: ☐ Required ☐ Not applicable;

(g) Umbrella/Excess Liability Insurance: ☐ Required ☐ Not applicable -- If required, coverage of not less than $[________________________________].

9.2 Additional Insured

Each Partner shall be named as an additional insured on all Partnership liability insurance policies, where commercially feasible.

9.3 Risk Mitigation

The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and applicable Indiana law.

9.4 Claims and Notices

Each Partner shall promptly notify the Partnership and all other Partners of any incident, claim, or potential claim that may give rise to an insurance claim or liability of the Partnership.

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ARTICLE 10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification

Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners, the Partnership, and their respective officers, agents, and employees from and against any and all losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:

(a) Any breach by the Indemnifying Partner of any representation, warranty, covenant, or obligation under this Agreement;

(b) The Indemnifying Partner's gross negligence, willful misconduct, or fraud; or

(c) The Indemnifying Partner's knowing violation of any applicable law.

10.2 Partnership Indemnification

The Partnership shall, to the fullest extent permitted by the Act and Indiana law, indemnify each Partner against Losses incurred by reason of such Partner's status as a Partner or such Partner's actions taken in good faith on behalf of the Partnership, provided that such Partner's conduct did not constitute gross negligence, willful misconduct, fraud, or a knowing violation of law. Under Ind. Code § 23-4-1-18(b), the Partnership shall indemnify every Partner in respect of payments made and personal liabilities reasonably incurred in the ordinary and proper conduct of the Partnership's business or for the preservation of its business or property.

10.3 Advance of Expenses

The Partnership shall advance expenses (including reasonable attorneys' fees) incurred by a Partner in defending any action, suit, or proceeding for which indemnification may be sought under this Article 10, upon receipt of a written undertaking by such Partner to repay such amounts if it is ultimately determined that such Partner is not entitled to indemnification.

10.4 Limitation of Liability

(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages except for (i) fraud; (ii) willful misconduct; (iii) a knowing violation of law; or (iv) a breach of fiduciary duty.

(b) In no event shall any Partner's aggregate liability under this Agreement exceed:

☐ $[________________________________] (the "Liability Cap")
☐ Such Partner's Capital Contribution
☐ Unlimited (no cap)

(c) IN NO EVENT SHALL ANY PARTNER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR WHETHER SUCH PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.

(d) Joint and Several Liability. Under Indiana's version of the UPA, Partners are jointly liable for all obligations of the Partnership (Ind. Code § 23-4-1-15(2)). Partners should be aware that this joint liability cannot be eliminated by this Agreement as to third parties.

10.5 Exculpation

No Partner shall be personally liable for any honest mistake of judgment or for any action or inaction taken in good faith reliance upon the advice of the Partnership's legal counsel, accountants, or other professional advisors, or upon any report, financial statement, or other data believed in good faith to be accurate.

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ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer

(a) No Partner may Transfer all or any portion of its Partnership Interest without:

(i) The prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests;

(ii) Compliance with all applicable federal, state (including the Indiana Securities Act, Ind. Code § 23-19-1-1 et seq.), and local securities laws;

(iii) Delivery to the Partnership of a written opinion of counsel (reasonably satisfactory to the Partnership) that such Transfer is exempt from registration under applicable securities laws; and

(iv) Execution by the transferee of a joinder agreement substantially in the form of Schedule C.

(b) Under Indiana's version of the UPA, an assignment of a Partner's interest does not dissolve the Partnership and does not entitle the assignee to interfere in the management or administration of the Partnership business or to require any information or account of Partnership transactions or to inspect the Partnership books. It merely entitles the assignee to receive the profits to which the assigning Partner would otherwise be entitled (Ind. Code § 23-4-1-27).

(c) Any purported Transfer in violation of this Section 11.1 shall be void and of no effect.

11.2 Right of First Refusal

(a) If a Partner (the "Offering Partner") receives a bona fide written offer from a third party to acquire all or any portion of its Partnership Interest (the "Third-Party Offer"), the Offering Partner shall provide written notice to the other Partners (the "ROFR Notice"), including a copy of the Third-Party Offer, within five (5) Business Days of receipt.

(b) The other Partners shall have thirty (30) days from receipt of the ROFR Notice to elect, individually or collectively, to purchase the Offering Partner's Interest on the same terms and conditions as the Third-Party Offer.

(c) If the other Partners do not elect to exercise their right of first refusal within such thirty (30) day period, the Offering Partner may consummate the Transfer to the third party on terms no more favorable to the third party than those set forth in the Third-Party Offer, subject to the consent requirement of Section 11.1(a)(i).

11.3 Permitted Transfers

Notwithstanding Section 11.1, a Partner may Transfer its Partnership Interest without the consent of the other Partners to:

(a) A revocable living trust established by and for the benefit of such Partner;

(b) A family member of such Partner (spouse, child, or grandchild); or

(c) An entity wholly owned and controlled by such Partner;

provided that the transferee executes a joinder agreement and agrees to be bound by all terms and conditions of this Agreement. Note: Under Indiana's UPA, admission of a new Partner (as distinct from a mere assignee) requires the consent of all Partners (Ind. Code § 23-4-1-18(g)).

11.4 Admission of New Partners

New Partners may be admitted to the Partnership only with the unanimous written consent of all existing Partners and upon execution of a joinder agreement substantially in the form of Schedule C, as required by Ind. Code § 23-4-1-18(g).

11.5 Withdrawal

(a) A Partner may voluntarily withdraw from the Partnership upon not less than ninety (90) days' prior written notice to all other Partners (the "Withdrawal Notice").

(b) Upon withdrawal, the withdrawing Partner's interest shall be purchased by the remaining Partners or the Partnership at fair market value, as determined in accordance with Section 11.6, and the remaining Partners may elect to continue the Partnership.

(c) Under Indiana's UPA, a Partner's withdrawal constitutes a dissolution of the Partnership (Ind. Code § 23-4-1-29), unless the remaining Partners elect to continue as provided in Section 12.6.

11.6 Valuation

(a) Fair market value of a withdrawing, or deceased Partner's interest shall be determined by mutual agreement of the parties within thirty (30) days of the triggering event.

(b) If the parties cannot agree on fair market value, it shall be determined by an independent appraiser selected by the parties or, if they cannot agree on an appraiser, by the AAA in accordance with its rules.

(c) The cost of the appraisal shall be borne equally by the parties.

(d) Payment of the purchase price shall be made in cash, or upon such other terms as the parties may agree, within [____] days of the final valuation determination.

(e) Under Ind. Code § 23-4-1-42, a retiring Partner or the estate of a deceased Partner is entitled to the value of such Partner's interest in the Partnership at the date of dissolution, with interest, or at the option of the Partner's estate, the profits attributable to use of that Partner's right in the property of the Partnership.

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ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissolution Events Under Indiana Law

Under Indiana's version of the UPA, dissolution is caused by specific statutory events. The Partnership shall dissolve upon the first to occur of the following (Ind. Code § 23-4-1-29 et seq.):

(a) By Act or Will of Partners:
(i) Termination of the definite term or particular undertaking specified in this Agreement;
(ii) The express will of any Partner when no definite term or particular undertaking is specified (partnership at will);
(iii) The express will of all the Partners who have not assigned their interests or suffered a charging order against their interests, at any time; or
(iv) The expulsion of any Partner from the business in accordance with this Agreement;

(b) By Operation of Law:
(i) Any event that makes it unlawful for the business of the Partnership to be carried on or for the Partners to carry it on;

(c) By Decree of Court (Ind. Code § 23-4-1-30):
(i) A Partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind;
(ii) A Partner becomes in any other way incapable of performing the Partner's part of the partnership contract;
(iii) A Partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
(iv) A Partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with that Partner;
(v) The business of the Partnership can only be carried on at a loss; or
(vi) Other circumstances render a dissolution equitable;

(d) By Death or Bankruptcy: The death of any Partner or the bankruptcy of any Partner or the Partnership (Ind. Code § 23-4-1-31); or

(e) Unanimous Written Consent of all Partners to dissolve.

12.2 Effect of Dissolution

(a) On dissolution, the Partnership is not terminated but continues until the winding up of Partnership affairs is completed (Ind. Code § 23-4-1-29).

(b) Dissolution terminates all authority of any Partner to act for the Partnership, except so far as may be necessary to wind up Partnership affairs or to complete transactions begun but not yet finished (Ind. Code § 23-4-1-33).

(c) After dissolution, a Partner can bind the Partnership by any act appropriate for winding up Partnership affairs or completing transactions unfinished at dissolution (Ind. Code § 23-4-1-35).

12.3 Continuation After Dissolution

Notwithstanding the provisions of Section 12.1, the remaining Partners may elect to continue the Partnership's business after a dissolution event, provided that:

(a) Within thirty (30) days of the dissolution event, Partners holding at least a Majority Interest agree in writing to continue the business;

(b) The withdrawing, expelled, deceased, or bankrupt Partner (or such Partner's estate) is paid the value of such Partner's interest as determined under Section 11.6 and Ind. Code § 23-4-1-42;

(c) The continuing Partners release the withdrawing Partner (or estate) from all existing liabilities of the Partnership; and

(d) The continuing Partners indemnify the withdrawing Partner (or estate) against all present and future Partnership liabilities.

12.4 Winding Up

(a) The right to wind up the Partnership's affairs belongs to the Partners who have not wrongfully dissolved the Partnership, or if none, to the legal representative of the last surviving Partner (Ind. Code § 23-4-1-37).

(b) Upon dissolution (where the business is not continued), the Partnership shall:

(i) Collect all debts and obligations owing to the Partnership;

(ii) Sell, liquidate, or distribute Partnership assets in an orderly manner;

(iii) Pay or make reasonable provision for all Partnership obligations and liabilities in the following order of priority (Ind. Code § 23-4-1-40):

• First, to creditors other than Partners;
• Second, to Partners in respect of liabilities other than for capital and profits (including loans and advances by Partners);
• Third, to Partners in respect of capital (return of Capital Contributions); and
• Fourth, to Partners in respect of profits.

(c) Partners shall contribute toward the losses (including capital losses) of the Partnership according to their share in the profits (Ind. Code § 23-4-1-40(2)).

(d) The Partnership shall file all necessary tax returns (federal and Indiana) for the final tax year and any short period.

12.5 Notice of Dissolution to Third Parties

Upon dissolution, the Partnership shall:

(a) Give actual notice of dissolution to all persons who have dealt with the Partnership (Ind. Code § 23-4-1-35);

(b) Publish notice of dissolution in a newspaper of general circulation in the county where the Partnership has its principal office; and

(c) File any appropriate notices with the Indiana Secretary of State if the Partnership has previously made any filings (e.g., as a limited liability partnership).

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ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default

A "Default" occurs if a Partner (the "Defaulting Partner"):

(a) Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice from any other Partner specifying the nature of the breach;

(b) Fails to make a required Capital Contribution within fifteen (15) days after written notice of such failure;

(c) Becomes insolvent or files a voluntary petition for bankruptcy, or an involuntary petition for bankruptcy is filed against such Partner and is not dismissed within sixty (60) days;

(d) Makes an assignment for the benefit of creditors;

(e) Engages in fraud, embezzlement, or criminal conduct relating to the Partnership's business;

(f) Violates the non-competition or confidentiality covenants in Article 7; or

(g) Is convicted of a felony or any crime of moral turpitude that could materially harm the Partnership's business or reputation.

13.2 Remedies

Upon the occurrence of a Default, the non-defaulting Partners ("Non-Defaulting Partners") may, individually or collectively, pursue any one or more of the following remedies:

(a) Suspension of Rights. Suspend the Defaulting Partner's voting and management rights during the continuance of the Default;

(b) Forced Buyout. Purchase the Defaulting Partner's Partnership Interest at a price equal to the lesser of (i) the fair market value (as determined under Section 11.6) and (ii) the book value of such interest, less any damages suffered by the Partnership as a result of the Default;

(c) Expulsion. Expel the Defaulting Partner by unanimous vote of the Non-Defaulting Partners, in accordance with the provisions of this Agreement (note: under Indiana's UPA, expulsion must be provided for in the partnership agreement, Ind. Code § 23-4-1-29(1)(d));

(d) Damages. Recover actual damages from the Defaulting Partner;

(e) Offset. Offset any distributions otherwise payable to the Defaulting Partner against amounts owed by the Defaulting Partner to the Partnership; and

(f) Other Remedies. Pursue any other remedies available at law or in equity.

13.3 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, including fees incurred on appeal.

13.4 Cumulative Remedies

The remedies set forth in this Article 13 are cumulative and are in addition to any other remedies available under this Agreement, at law, or in equity. No exercise of any remedy shall constitute a waiver of any other remedy.

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ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation

The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a "Dispute"), by direct negotiation. The disputing Partners shall meet (in person or by video conference) within fifteen (15) days of written notice of a Dispute and shall negotiate in good faith for a period of not less than thirty (30) days.

14.2 Mediation

If a Dispute is not resolved through negotiation within thirty (30) days, the Partners shall submit the Dispute to non-binding mediation administered by the AAA (or another mediation service agreed upon by the Partners) in [________________________________], Indiana, before resorting to arbitration. The cost of mediation shall be shared equally among the disputing Partners.

14.3 Mandatory Arbitration

If a Dispute is not resolved through mediation within sixty (60) days (or such longer period as the Partners may agree), the Dispute shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules then in effect (the "Arbitration Rules"). The arbitration shall be conducted as follows:

(a) Seat. The seat of arbitration shall be [________________________________], Indiana.

(b) Arbitrator. The tribunal shall consist of one (1) arbitrator with at least ten (10) years of experience in partnership or commercial disputes, selected in accordance with the Arbitration Rules.

(c) Award. The arbitrator shall issue a reasoned written award. The arbitrator shall have the authority to award compensatory damages, specific performance, and injunctive relief, but shall not award punitive or exemplary damages.

(d) Confidentiality. The arbitration proceedings and the award shall be confidential.

(e) Costs. The arbitrator shall have the authority to allocate the costs of arbitration (including the arbitrator's fees and administrative fees) between the parties.

(f) Indiana Arbitration Act. The arbitration shall be subject to the Indiana Uniform Arbitration Act (Ind. Code § 34-57-2-1 et seq.).

14.4 Injunctive Relief; Exclusive Jurisdiction

(a) Notwithstanding Sections 14.1 through 14.3, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Indiana (the "Exclusive Jurisdiction Courts"), and each Partner irrevocably submits to the exclusive jurisdiction of such courts for such purpose.

(b) Each Partner waives any objection to venue or forum non conveniens in the Exclusive Jurisdiction Courts.

14.5 Force Majeure

Neither the Partnership nor any Partner shall be liable for failure to perform any obligation under this Agreement (other than the obligation to make Capital Contributions or distributions) caused by events beyond reasonable control, including natural disasters (tornadoes, flooding, severe storms), war, terrorism, epidemics, pandemics, labor disputes, governmental actions, or utility failures (each, a "Force Majeure Event"), provided that:

(a) The affected party gives prompt written notice to the other Partners describing the Force Majeure Event and its expected duration;

(b) The affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resumes performance as soon as reasonably practicable; and

(c) If the Force Majeure Event continues for more than [____] consecutive days, the non-affected Partners may elect to dissolve the Partnership.

14.6 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, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTNERSHIP, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments

This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners. No oral modification shall be effective.

15.2 Waiver

No failure or delay by any Partner in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof. All waivers must be in writing and signed by the waiving Partner.

15.3 Entire Agreement; Integration

This Agreement (including all Schedules hereto) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Partners.

15.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Partners.

15.5 Successors and Assigns

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

15.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, including Ind. Code § 23-4-1-1 et seq. (the Uniform Partnership Act), without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction.

15.7 Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given upon:

(a) Personal delivery;

(b) The next Business Day if sent by nationally recognized overnight courier;

(c) Three (3) Business Days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested; or

(d) The date sent by confirmed electronic mail (email), provided that a copy is sent by another method described above within two (2) Business Days.

Notices shall be addressed to each Partner at the address set forth on Schedule A, or at such other address as a Partner may designate by written notice in accordance with this Section.

15.8 Counterparts; Electronic Signatures

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF, DocuSign, or other electronic signature platform) shall be binding and effective, in accordance with the Indiana Uniform Electronic Transactions Act (Ind. Code § 26-2-8-1 et seq.).

15.9 Interpretation

(a) Headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement.

(b) "Including" means "including without limitation."

(c) References to "Sections," "Articles," or "Schedules" are to sections, articles, and schedules of this Agreement unless otherwise specified.

(d) Words in the singular include the plural and vice versa. Words of one gender include any gender.

(e) In the event of any conflict between the body of this Agreement and any Schedule, the body of this Agreement shall control.

15.10 No Third-Party Beneficiaries

Except as expressly provided herein, nothing in this Agreement is intended to or shall confer upon any Person other than the Partners any rights, benefits, or remedies of any kind or nature whatsoever.

15.11 Creditors

Under Indiana's UPA, a Partner's interest in the Partnership may be subject to a charging order obtained by a judgment creditor of a Partner on application to a competent court (Ind. Code § 23-4-1-28). The charging order entitles the creditor to receive the Partner's share of profits but does not entitle the creditor to participate in management or access partnership books.

15.12 Further Assurances

Each Partner shall execute and deliver such further documents and instruments, and take such further actions, as may be reasonably necessary to effectuate the purposes of this Agreement.

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ARTICLE 16. INDIANA-SPECIFIC PROVISIONS

16.1 Governing Statute -- Original UPA

This Partnership is governed by the Uniform Partnership Act as adopted in Indiana, codified at Ind. Code § 23-4-1-1 through 23-4-1-53. Indiana follows a version of the ORIGINAL Uniform Partnership Act (1914), not the Revised Uniform Partnership Act (RUPA, 1997). This is a significant distinction because:

(a) Aggregate vs. Entity Theory. Under the original UPA, a partnership is treated as an "aggregate" of its Partners rather than a separate entity. Although Indiana has enacted some entity-treatment provisions (e.g., the ability to hold property in the partnership name and LLP provisions), the fundamental aggregate character of Indiana partnership law affects many aspects of the partnership, including dissolution, property rights, and partner liability.

(b) Dissolution. Under the original UPA, any change in the membership of the Partnership -- including the withdrawal, death, or bankruptcy of a Partner -- technically causes dissolution of the Partnership (Ind. Code § 23-4-1-29), even if the remaining Partners choose to continue the business. This is different from RUPA jurisdictions, which distinguish between "dissociation" (where the partnership may continue) and "dissolution" (where it must wind up). The continuation provisions in Section 12.3 of this Agreement address this issue.

(c) Property Rights. Under Indiana's UPA, a Partner's rights in specific partnership property constitute a "tenancy in partnership" (Ind. Code § 23-4-1-25), which has specific characteristics distinct from RUPA's treatment of partnership property.

(d) No Statement of Partnership Authority. Unlike RUPA jurisdictions, Indiana's original UPA does not provide for a statutory "Statement of Partnership Authority" filing. Partners wishing to clarify authority to third parties must rely on specific powers of attorney, resolutions, or other documentation.

16.2 LLP Registration with Indiana Secretary of State

(a) Although not required for a general partnership, the Partners may elect to register as a Limited Liability Partnership (LLP) under Ind. Code § 23-4-1-45. To qualify as an LLP, the Partnership must file a registration with the Indiana Secretary of State that includes:

(i) The address of the Partnership's principal office;
(ii) The name of the Partnership's registered agent and the address of the registered office for service of process; and
(iii) A brief statement of the business in which the Partnership engages.

(b) The registration may state that it is evidence of the partnership's intention to act as a limited liability partnership.

(c) LLP Filing Fees (as of 2026; verify current amounts):

Filing Type	Fee (Paper)	Fee (Electronic via INBiz)
LLP Registration	$100.00	$75.00
LLP Withdrawal of Registration	$30.00	$25.00
Name Reservation	$20.00	$20.00

(d) LLP Name Requirements. A limited liability partnership name must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of the name, and must be distinguishable upon the records of the Secretary of State (Ind. Code § 23-4-1-45(j)).

(e) Registration is effective on the date filed with the Secretary of State or at any later date specified in the registration (Ind. Code § 23-4-1-45(g)).

16.3 Filing Contact Information

Indiana Secretary of State:
200 W. Washington Street, Room 201
Indianapolis, Indiana 46204
Phone: (317) 232-6576
Website: https://www.in.gov/sos/

INBiz (Online Business Services Portal):
Website: https://inbiz.in.gov

16.4 Assumed Business Name

If the Partnership conducts business under a name other than the surnames of all Partners, the Partnership should consider filing an assumed business name registration with the county recorder's office in each county where the Partnership conducts business.

16.5 Indiana Tax Obligations

(a) No Entity-Level Income Tax on Partnerships. Indiana does not impose income tax on partnerships at the entity level. Instead, each Partner is individually responsible for reporting and paying Indiana adjusted gross income tax on the Partner's distributive share of Partnership income.

(b) Indiana Partnership Return. Any partnership doing business in Indiana or deriving gross income from sources within Indiana must file Indiana Form IT-65 (Partnership Return) with the Indiana Department of Revenue. Additionally, any partnership that has partners residing in Indiana must file a return, even if the partnership is not doing business in Indiana.

(c) Filing Deadline. Indiana Form IT-65 is due on or before the 15th day of the 4th month following the close of the Partnership's tax year (April 15 for calendar-year partnerships). The Partnership must include the first five pages of the U.S. Partnership Return of Income (Form 1065 or 1065B) with its Indiana filing.

(d) Indiana Schedule IN K-1. The Partnership shall furnish each Partner with an Indiana Schedule IN K-1 showing the Partner's distributive share of income, deductions, and credits.

(e) Indiana Individual Income Tax Rate (for reference, subject to change):
Indiana imposes a flat individual income tax rate of 3.05% on adjusted gross income (as of 2026; verify current rate). In addition, most Indiana counties impose a local income tax (county income tax or "CAGIT/COIT/CEDIT") at rates ranging from approximately 0.5% to 3.38%, depending on the county.

(f) Withholding on Nonresident Partners. Under Ind. Code § 6-3-4-12, a partnership must withhold Indiana adjusted gross income (AGI) tax on the apportioned distributive shares of partnership income attributable to nonresident partners. The withholding rate is the individual income tax rate (currently 3.05%).

(g) Composite Return for Nonresident Partners. A partnership shall file a composite adjusted gross income tax return on behalf of all nonresident partners. The composite return must include each nonresident partner regardless of whether or not the nonresident partner has other Indiana source income (Ind. Code § 6-3-4-12).

(h) County Income Tax. Partners who are Indiana residents are subject to county income tax based on the county in which they reside. The Partnership should be aware of and, where appropriate, withhold county income tax with respect to employee compensation.

(i) Indiana Sales Tax. If the Partnership sells tangible personal property or taxable services in Indiana, it shall obtain a Retail Merchant Certificate and collect and remit Indiana sales tax (currently 7%).

16.6 Tax Agency Contact Information

Indiana Department of Revenue:
100 N. Senate Avenue, Room N105
Indianapolis, Indiana 46204
Phone: (317) 232-2240
Website: https://www.in.gov/dor/

16.7 Indiana-Specific Dissolution and Winding Up

(a) Technical Dissolution. Under Indiana's original UPA, the withdrawal, death, or bankruptcy of any Partner technically causes dissolution (Ind. Code § 23-4-1-29, 23-4-1-31). However, this Agreement provides for continuation of the business in Section 12.3, which is enforceable under Indiana law.

(b) Right to Wind Up. The right to wind up belongs to the Partners who have not wrongfully dissolved the Partnership (Ind. Code § 23-4-1-37). A court may order winding up by any partner, the Partner's legal representative, or the Partner's assignee on application.

(c) Application of Partnership Property. In settling accounts between Partners after dissolution, liabilities are ranked in order under Ind. Code § 23-4-1-40:

• (I) Those owing to creditors other than Partners;
• (II) Those owing to Partners other than for capital and profits (loans and advances);
• (III) Those owing to Partners in respect of capital; and
• (IV) Those owing to Partners in respect of profits.

(d) Partner Liability After Dissolution. After dissolution, the individual property of a deceased or absent Partner is liable for all obligations of the Partnership incurred while the Partner was a member (Ind. Code § 23-4-1-36(4)). The withdrawing or dissolved Partner's estate must be released from liability as provided in Section 12.3.

16.8 Joint and Several Liability

Under Indiana's UPA:

(a) All Partners are liable jointly and severally for everything chargeable to the Partnership arising from wrongful acts or breaches of trust (Ind. Code § 23-4-1-15(1));

(b) All Partners are liable jointly for all other debts and obligations of the Partnership (Ind. Code § 23-4-1-15(2));

(c) A new Partner admitted to the Partnership is liable for all obligations of the Partnership arising before the new Partner's admission, but this liability may only be satisfied out of Partnership property (Ind. Code § 23-4-1-17).

The Partners should discuss with legal counsel the implications of joint and several liability and whether registration as a limited liability partnership (Section 16.2) would be advisable.

16.9 Indiana Noncompete Considerations

Indiana enforces non-competition agreements subject to a reasonableness analysis. Indiana courts consider:

(a) Whether the covenant is reasonably necessary to protect a legitimate business interest;

(b) Whether the scope, duration, and geographic area are reasonable; and

(c) Whether enforcement would impose an undue hardship on the restrained party.

Indiana courts may "blue pencil" (reform) overly broad non-competition covenants to make them reasonable, rather than striking them entirely. The non-competition provisions in Article 7 should be drafted to be no broader than necessary.

16.10 Indiana Mandatory Statutory Provisions

The Partners acknowledge that the following provisions of Indiana's UPA are mandatory and cannot be overridden by this Agreement:

(a) Every Partner is an agent of the Partnership for the purpose of its business (Ind. Code § 23-4-1-9(1));

(b) No person can become a member of a partnership without the consent of all the Partners (Ind. Code § 23-4-1-18(g));

(c) Every Partner must account for benefits derived from transactions connected with the Partnership (Ind. Code § 23-4-1-21);

(d) The Partnership books must be kept at the principal place of business and every Partner shall at all times have access (Ind. Code § 23-4-1-19); and

(e) Partners are jointly liable for Partnership obligations (Ind. Code § 23-4-1-15).

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ARTICLE 17. EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above.

Partner Signature Blocks

PARTNER 1:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _____________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[City], Indiana [____]

Email: [________________________________]
Phone: [________________________________]

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PARTNER 2:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _____________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[City], Indiana [____]

Email: [________________________________]
Phone: [________________________________]

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PARTNER 3 (if applicable):

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _____________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[City], Indiana [____]

Email: [________________________________]
Phone: [________________________________]

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Notary Acknowledgment

STATE OF INDIANA
COUNTY OF [________________________________]

Before me, the undersigned, a Notary Public in and for the State of Indiana, on this [____] day of [________________], 20[____], personally appeared:

[________________________________]
[________________________________]
[________________________________]

personally 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 Signature: _____________________________________________

Print Name: [________________________________]

My Commission Expires: [__/__/____]

County of Residence: [________________________________]

Notary Public, State of Indiana

[NOTARY SEAL]

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SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

No.	Partner Name	Mailing Address	Initial Capital Contribution	Form of Contribution	Percentage Interest
1	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
2	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
3	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%

Total Capital Contributions: $[________________________________]

Total Percentage Interests: 100%

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SCHEDULE B

ADDITIONAL TERMS AND SPECIAL ALLOCATIONS

[________________________________]

(Use this Schedule to document any special profit/loss allocation arrangements, guaranteed payments, special distribution priorities, or other economic terms that differ from the standard pro rata allocations described in Article 4.)

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SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "Joining Partner") hereby agrees, as of [__/__/____] (the "Joinder Date"), to become a Partner of [________________________________] (the "Partnership") and to be bound by all terms and conditions of that certain General Partnership Agreement dated [__/__/____], as amended (the "Agreement").

The Joining Partner acknowledges that it has received and reviewed a complete copy of the Agreement and all Schedules thereto.

The Joining Partner further acknowledges that, pursuant to Ind. Code § 23-4-1-17, a new Partner admitted to an existing partnership is liable for all obligations of the Partnership arising before the new Partner's admission, but such liability shall be satisfied only out of Partnership property.

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Form of Contribution: ☐ Cash ☐ Property ☐ Services

The Joining Partner makes the representations and warranties set forth in Article 6 of the Agreement as of the Joinder Date.

JOINING PARTNER:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _____________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]

ACCEPTED AND AGREED BY ALL EXISTING PARTNERS (required under Ind. Code § 23-4-1-18(g)):

Partner Name	Signature	Date
[________________________________]	_________________________	[__/__/____]
[________________________________]	_________________________	[__/__/____]
[________________________________]	_________________________	[__/__/____]

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SCHEDULE D

PARTNERSHIP PROPERTY

The following property is hereby contributed to or acquired by the Partnership as of the Effective Date. Under Ind. Code § 23-4-1-8, all property originally brought into the partnership stock or subsequently acquired on account of the partnership is partnership property. Each Partner's rights in specific partnership property are governed by Ind. Code § 23-4-1-25 (tenancy in partnership).

Description of Property	Contributing Partner	Agreed Value	Encumbrances
[________________________________]	[________________________________]	$[________________________________]	[________________________________]
[________________________________]	[________________________________]	$[________________________________]	[________________________________]

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This General Partnership Agreement has been prepared as a template for informational purposes only. It does not constitute legal advice. The laws governing partnerships in Indiana, including Ind. Code § 23-4-1-1 et seq., are subject to change. Indiana follows the ORIGINAL Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA); this distinction has significant legal implications for partnership formation, dissolution, property rights, and partner liability. All parties should consult with a qualified attorney licensed to practice in the State of Indiana before executing this or any similar agreement. Tax provisions should be reviewed by a qualified tax advisor familiar with Indiana tax law, including the Indiana adjusted gross income tax and county income tax requirements.

Template provided by ezel.ai -- Last Updated: 2026-02-27