Partnership Agreement - General (Kentucky)

GENERAL PARTNERSHIP AGREEMENT

STATE OF KENTUCKY

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned Partners, each identified on Schedule A attached hereto.

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Kentucky Revised Uniform Partnership Act (2006), KRS 362.1-101 et seq., and the following terms and conditions.

RECITALS

A. The Partners desire to associate themselves as a general partnership under the laws of the Commonwealth of Kentucky for the purposes set forth herein;

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

C. The Partners wish to set forth in writing their respective rights, obligations, and duties as partners; and

D. The Partners intend that this Agreement shall govern the internal affairs of the Partnership and, to the fullest extent permitted by KRS 362.1-105, modify or supplement the default provisions of the Kentucky Revised Uniform Partnership Act (2006).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Risk Allocation
15. Dispute Resolution
16. General Provisions
17. Kentucky-Specific Provisions
18. Execution

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in quotation marks upon first use.

"AAA" means the American Arbitration Association.

"Act" means the Kentucky Revised Uniform Partnership Act (2006), KRS 362.1-101 et seq., as amended from time to time.

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

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. 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.

"Assumed Name Certificate" means the Certificate of Assumed Name required to be filed with the Kentucky Secretary of State and the applicable county clerk pursuant to KRS 365.015.

"Capital Account" means, for each Partner, the account maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), as adjusted pursuant to Section 4.1.

"Capital Contribution" means, for any Partner, the total amount of cash and the agreed fair market value of property (net of liabilities assumed or taken subject to) contributed to the Partnership by such Partner, as initially set forth on Schedule A.

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

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

"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 14.2.

"KRS" means the Kentucky Revised Statutes, as amended from time to time.

"LLET" means the Limited Liability Entity Tax imposed by KRS 141.0401.

"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 Profits" and "Net Losses" mean, for each Fiscal Year (or other relevant period), the Partnership's taxable income or loss as determined for federal income tax purposes, with the adjustments required by Treasury Regulation Section 1.704-1(b)(2)(iv).

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

"Partner" means each Person identified as a partner on Schedule A and any Person subsequently admitted as a partner pursuant to this Agreement.

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

"Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including such Partner's economic interest, right to participate in management, and all other rights and obligations under this Agreement and the Act.

"Partnership Representative" has the meaning set forth in Section 4.5.

"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, trust, estate, governmental authority, or other entity.

"Secretary of State" means the Kentucky Secretary of State.

"Statement of Partnership Authority" means the statement filed with the Secretary of State pursuant to KRS 362.1-303.

"Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other direct or indirect disposition or transfer, 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.

ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is hereby formed as a general partnership under the laws of the Commonwealth of Kentucky, pursuant to the Act, effective as of the Effective Date. The Partners shall execute and file any documents required by the Act or other applicable Kentucky law, including but not limited to a Statement of Partnership Authority with the Secretary of State pursuant to KRS 362.1-303 and an Assumed Name Certificate pursuant to KRS 365.015.

2.2 Name. The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may unanimously approve. If the Partnership name does not include the true surname of each Partner, the Partnership shall file a Certificate of Assumed Name with the Secretary of State and the county clerk of the county where the Partnership maintains its registered agent for service of process, in accordance with KRS 365.015. The Partnership name shall not contain the word "corporation" or "incorporated" or the abbreviations "Corp." or "Inc." pursuant to KRS 362.1-108.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental or ancillary thereto as the Partners may from time to time agree.

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

[________________________________]
[________________________________]
[________________________________]

or at such other place within the Commonwealth of Kentucky as the Partners may from time to time determine by Majority Interest vote.

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

Name: [________________________________]
Address: [________________________________]
[________________________________]

The Partners may change the registered agent by filing an amendment to the Statement of Partnership Authority with the Secretary of State.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue:

☐ At will, until dissolved in accordance with Article 12 of this Agreement or the Act.

☐ For a definite term ending on [__/__/____], unless sooner dissolved in accordance with Article 12 of this Agreement or the Act.

☐ Until the completion of the following particular undertaking: [________________________________], unless sooner dissolved in accordance with Article 12 of this Agreement or the Act.

2.7 Statement of Partnership Authority. The Partners authorize and direct the filing of a Statement of Partnership Authority with the Secretary of State pursuant to KRS 362.1-303, which shall include:

(a) The name of the Partnership;
(b) The street address of the Partnership's chief executive office and of one (1) office in the Commonwealth, if there is one;
(c) The names and mailing addresses of all Partners or of an agent appointed and maintained by the Partnership for the purpose of maintaining a list of the Partners;
(d) The names of Partners authorized to execute instruments transferring real property held in the Partnership's name; and
(e) Such other matters as the Partners may determine.

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such later date as specified on Schedule A). Contributions may be made in cash or in property valued at the agreed fair market value as set forth on Schedule A.

3.2 Additional Contributions.

(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.

(b) If the Partners determine by unanimous vote that additional capital is necessary for the Partnership's operations, the Partners shall have the right (but not the obligation) to make additional Capital Contributions pro rata in accordance with their Percentage Interests.

(c) A Partner who fails to make an additional Capital Contribution when due, after having agreed to do so, shall be subject to the remedies set forth in Section 13.1.

(d) Schedule A shall be amended to reflect any additional Capital Contributions made by the Partners.

3.3 Capital Accounts. A separate Capital Account shall be established and 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) the amount of cash contributed by such Partner, (ii) the agreed fair market value of property contributed by such Partner (net of liabilities assumed), and (iii) allocations of Net Profits to such Partner; and

(b) Decreased by (i) the amount of cash distributed to such Partner, (ii) the agreed fair market value of property distributed to such Partner (net of liabilities assumed), and (iii) allocations of Net Losses to such Partner.

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

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner may withdraw any part of its Capital Contribution or Capital Account balance without the unanimous written consent of all Partners.

3.6 No Priority. Except as specifically provided in this Agreement, no Partner shall have priority over any other Partner with respect to the return of Capital Contributions or distributions.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.

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

(b) Losses. Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that Net Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase a deficit balance in such Partner's Capital Account (after giving effect to the adjustments required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d)).

(c) Adjusted Capital Accounts. Capital Accounts shall be adjusted to reflect the allocations described herein and to comply with Treasury Regulation Section 1.704-1(b)(2)(iv) (the "Adjusted Capital Account").

(d) Regulatory Allocations. The following special allocations shall be made in the following order of priority before any allocations under Sections 4.1(a) and (b):

(i) Minimum Gain Chargeback. Notwithstanding any other provision herein, if there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be specially allocated items of income and gain for such Fiscal Year in accordance with Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).

(ii) 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.

4.2 Distributions.

(a) Cash 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) No distribution shall be made if, after giving effect thereto, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

(c) A Partner has no right to receive a distribution in any form other than cash, except as otherwise provided in Section 12.3 or with unanimous consent.

4.3 Tax Allocations. Items of Partnership income, gain, loss, deduction, and credit shall be allocated among the Partners for federal, state, and local income tax purposes in accordance with the allocations of Net Profits and Net Losses set forth in Section 4.1, except as otherwise required by Code Section 704(c) and the Treasury Regulations thereunder.

4.4 Withholding. The Partnership is authorized to withhold from distributions, or with respect to allocations, to a Partner and to pay over to any federal, state, or local government any amounts required to be withheld pursuant to the Code, the KRS, or any other applicable provision of law. Any amounts so withheld shall be treated as distributions to the relevant Partner.

4.5 Partnership Representative. The following Partner is designated as the "Partnership Representative" within the meaning of Code Section 6223, as amended by the Bipartisan Budget Act of 2015:

Name: [________________________________]

(a) The Partnership Representative shall have the authority to act on behalf of the Partnership in all tax proceedings and audits before the Internal Revenue Service and the Kentucky Department of Revenue.

(b) The Partnership Representative shall promptly notify all Partners of any administrative adjustment request or notice of any proceeding.

(c) If an election under Code Section 6226 (the "push-out" election) is available, the Partnership Representative shall make such election upon the written request of a Majority Interest of the Partners.

4.6 Tax Returns and Elections.

(a) The Partnership shall prepare and timely file all required federal, state (including Kentucky Form 765 — Partnership Income and LLET Return), and local tax returns.

(b) All elections required or permitted to be made by the Partnership under the Code or the KRS shall be made by the Partnership Representative with the consent of a Majority Interest of the Partners.

(c) The Partnership shall furnish to each Partner a Schedule K-1 (or equivalent) and any applicable Kentucky K-1 equivalent within seventy-five (75) days after the end of each Fiscal Year.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. The Partnership shall be managed collectively by the Partners. Each Partner shall have the right to participate in the management and conduct of the Partnership's business. Unless otherwise specified in this Agreement, any decision or action relating to the ordinary course of business requires the affirmative vote or consent of Partners holding a Majority Interest.

5.2 Managing Partner. The Partners may designate one or more Partners as "Managing Partner(s)" to oversee day-to-day operations:

☐ Managing Partner designated: [________________________________]

☐ No Managing Partner designated; all Partners share management equally.

The Managing Partner shall have authority to:

(a) Execute contracts in the ordinary course of business not exceeding $[____] individually or $[____] in the aggregate per Fiscal Year;
(b) Hire and supervise employees and independent contractors;
(c) Maintain Partnership bank accounts and make ordinary disbursements;
(d) Manage the Partnership's compliance with applicable Kentucky laws and filing requirements.

5.3 Major Decisions. The following actions require the unanimous written consent of all Partners:

(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner;
(c) Sale, lease, exchange, or other disposition of all or substantially all of the Partnership's assets outside the ordinary course of business;
(d) Merger, conversion, or domestication of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Incurring indebtedness in excess of $[____];
(g) Making any Capital Expenditure in excess of $[____];
(h) Entering into any agreement or transaction with an Affiliate of any Partner;
(i) Filing or settlement of any lawsuit or claim involving an amount in excess of $[____];
(j) Any act that would make it impossible to carry on the ordinary business of the Partnership.

5.4 Meetings.

(a) Regular Meetings. The Partners shall hold regular meetings at least [quarterly/annually] at the principal office or such other place as the Partners may agree.

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) business days' prior written notice to all other Partners, specifying the date, time, place, and purpose of the meeting.

(c) Telephonic/Electronic Participation. Partners may participate in meetings by telephone, video conference, or other electronic means through which all participants can simultaneously hear one another, and such participation shall constitute presence in person.

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

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

5.7 Voting. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest. Unless otherwise specified in this Agreement, decisions shall be made by a Majority Interest vote.

5.8 Minutes. Written minutes of each meeting shall be prepared and maintained as part of the Partnership's records.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

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

6.1 Capacity and Authority. Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

6.2 Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

6.3 No Conflict. The execution, delivery, and performance of this Agreement by such Partner do not and will not (a) violate any law, rule, regulation, order, or decree applicable to such Partner, (b) conflict with or result in a breach of any agreement to which such Partner is a party, or (c) require the consent or approval of any third party that has not been obtained.

6.4 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to distribution or resale.

6.5 Sophistication. Such Partner is a sophisticated investor, has had the opportunity to consult with independent legal, tax, and financial advisers of its choosing, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership.

6.6 Information. Such Partner has been furnished with, and has had the opportunity to review, all information it considers necessary or appropriate for evaluating the Partnership and its investment therein.

6.7 Kentucky Compliance. Such Partner is familiar with the requirements of the Act and other applicable Kentucky laws and agrees to comply therewith.

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

ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state (including Kentucky), and local laws, rules, regulations, and ordinances in connection with the Partnership's business.

7.2 Good Faith and Fair Dealing. Each Partner shall discharge its duties and obligations under this Agreement consistent with the obligation of good faith and fair dealing as set forth in KRS 362.1-404.

7.3 Duty of Loyalty. Each Partner acknowledges and agrees to the duty of loyalty as set forth in KRS 362.1-404(2), which includes:

(a) To account to the Partnership and hold as trustee for it any property, profit, or benefit derived by the Partner in the conduct and winding up of the Partnership business or derived from a use by the Partner of Partnership property, including the appropriation of a Partnership opportunity;

(b) To refrain from dealing with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; and

(c) To refrain from competing with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership.

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

[________________________________]

This restriction shall apply only to the extent enforceable under Kentucky law, including KRS 336.700 et seq.

7.5 Confidentiality.

(a) Each Partner shall hold in strict confidence all proprietary, financial, and business information of the Partnership ("Confidential Information") and shall not disclose any Confidential Information to any third party without the prior written consent of a Majority Interest, except as required by law, regulation, or legal process.

(b) This obligation shall survive the termination of this Agreement and any Partner's dissociation from the Partnership for a period of [____] years.

7.6 Non-Solicitation. During the term of the Partnership and for [____] months thereafter, no Partner shall solicit or attempt to solicit any customer, client, supplier, or employee of the Partnership for competitive purposes without the prior written consent of a Majority Interest.

7.7 Devotion of Time. Unless otherwise agreed in writing, each Partner shall devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct of its affairs.

7.8 Notice of Material Matters. Each Partner shall promptly notify the other Partners in writing of (a) any material breach or default under this Agreement, (b) any material adverse change in the Partnership's business, financial condition, or operations, and (c) any pending or threatened litigation against the Partnership or any Partner in its capacity as such.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on:

☐ December 31 of each year.

☐ [________________________________] of each year.

8.2 Method of Accounting. The Partnership's books and records shall be maintained on the:

☐ Cash basis of accounting.

☐ Accrual basis of accounting.

in accordance with generally accepted accounting principles (GAAP) consistently applied, or such other method as may be required by the Code.

8.3 Books and Records. The Partnership shall maintain at its principal office complete and accurate books and records, including:

(a) A current list of the full name and last known business, residence, or mailing address of each Partner;
(b) A copy of the Certificate of Assumed Name and any amendments thereto;
(c) A copy of this Agreement and any amendments thereto;
(d) Copies of the Partnership's federal, Kentucky, and local tax returns for the three (3) most recent Fiscal Years;
(e) Copies of any Statement of Partnership Authority, Statement of Denial, Statement of Dissociation, and Statement of Dissolution filed with the Secretary of State;
(f) Financial statements for the three (3) most recent Fiscal Years; and
(g) Minutes of all Partnership meetings and records of all actions taken by the Partners.

8.4 Inspection Rights. Each Partner and its duly authorized representative may, upon reasonable written notice and during normal business hours, inspect, examine, and copy, at such Partner's expense, any of the Partnership's books and records. This right is subject to reasonable restrictions as the Partners may impose to protect Confidential Information, consistent with KRS 362.1-403.

8.5 Financial Reports. The Partnership shall provide to each Partner:

(a) Within ninety (90) days after the end of each Fiscal Year, an annual financial statement including a balance sheet, income statement, and statement of cash flows;

(b) Within forty-five (45) days after the end of each calendar quarter, a quarterly summary of Partnership operations and financial condition; and

(c) Such other financial information as a Partner may reasonably request.

8.6 Bank Accounts. All Partnership funds shall be deposited in one or more bank accounts in the Partnership's name at financial institutions selected by the Partners. Withdrawals from such accounts shall require the signature of at least [____] Partner(s) or such authorized Person(s) as the Partners may designate.

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

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies. The Partnership shall obtain and maintain, at its expense, the following insurance coverage with financially sound and reputable insurers:

(a) Commercial General Liability Insurance with per-occurrence limits of not less than $[________________________________] and aggregate limits of not less than $[________________________________];

(b) Commercial Property Insurance covering the Partnership's tangible property against fire, theft, and other customary risks;

(c) Workers' Compensation Insurance as required by Kentucky law (KRS Chapter 342), if the Partnership has any employees;

(d) Professional Liability/Errors and Omissions Insurance (if applicable to the Partnership's business), with limits of not less than $[________________________________]; and

(e) Such other insurance as the Partners may determine appropriate for the Partnership's business.

9.2 Additional Insured. Each Partner shall be named as an additional insured on the Partnership's commercial general liability policy to the extent commercially feasible.

9.3 Risk Management. The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and applicable Kentucky law.

9.4 Review of Coverage. The Partners shall review the Partnership's insurance coverage at least annually and adjust such coverage as reasonably necessary to protect the Partnership and the Partners.

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 heirs, executors, administrators, successors, and assigns from and against any and all losses, damages, liabilities, claims, judgments, settlements, penalties, fines, 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 or willful misconduct in connection with the Partnership's business; or
(c) Any act or omission by the Indemnifying Partner that is outside the scope of authority granted under this Agreement.

10.2 Partnership Indemnification. The Partnership shall indemnify each Partner against any Losses incurred by such Partner in the ordinary and proper conduct of the Partnership's business or for the preservation of the Partnership's business or property, to the fullest extent permitted by KRS 362.1-401(c).

10.3 Advance of Expenses. The Partnership may, upon approval of a Majority Interest, advance expenses incurred by a Partner in defending any claim, action, suit, or proceeding, subject to an undertaking by such Partner to repay such advances 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 for any act or omission in such Partner's capacity as a Partner, except for Losses arising from (i) fraud, (ii) willful misconduct, (iii) a knowing violation of law, or (iv) a transaction from which such Partner derived an improper personal benefit.

(b) The aggregate liability of any Partner under this Agreement shall not exceed:

☐ $[________________________________] (the "Liability Cap").

☐ No cap on liability.

10.5 Exculpation. No Partner shall be personally liable to the Partnership or any other Partner for any action taken or omitted to be taken in good faith reliance upon the records of the Partnership and upon information, opinions, reports, or statements presented by another Partner, an employee of the Partnership, or any accountant, legal counsel, or other professional adviser.

10.6 Third-Party Liability. Nothing in this Agreement shall limit or affect the joint and several liability of Partners to third parties for Partnership obligations under KRS 362.1-306.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of its Partnership Interest without:

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

(b) Compliance with all applicable federal and state securities laws; and

(c) Receipt by the Partnership of a written opinion of counsel (reasonably acceptable to the non-transferring Partners) that the Transfer is exempt from registration under applicable securities laws.

11.2 Right of First Refusal.

(a) If a Partner (the "Offering Partner") receives a bona fide written offer from a third party to purchase all or any portion of its Partnership Interest (a "Third-Party Offer"), the Offering Partner shall first provide written notice to the other Partners (the "ROFR Notice"), which shall include a complete copy of the Third-Party Offer and all material terms and conditions.

(b) The non-offering Partners shall have thirty (30) days from receipt of the ROFR Notice to elect to purchase the offered Partnership Interest on the same terms and conditions as the Third-Party Offer, pro rata in accordance with their respective Percentage Interests (or in such other proportions as the non-offering Partners may agree among themselves).

(c) If the non-offering Partners do not exercise their right of first refusal within the 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, provided the Transfer is completed within ninety (90) days after expiration of the ROFR period.

11.3 Permitted Transfers. Notwithstanding Section 11.1, a Partner may Transfer its Partnership Interest without consent to (a) a revocable living trust established for the benefit of such Partner or such Partner's immediate family, or (b) an entity wholly owned and controlled by such Partner; provided that the transferee executes a joinder to this Agreement.

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 in substantially the form attached as Schedule C.

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.

(b) In a partnership at will, a Partner's withdrawal is effective upon the date specified in the notice (but not fewer than ninety (90) days after the notice is given) pursuant to KRS 362.1-601(1).

(c) In a partnership for a definite term or particular undertaking, a Partner who withdraws before the expiration of the term or completion of the undertaking is subject to KRS 362.1-602(b) (wrongful dissociation).

11.6 Purchase Upon Withdrawal. Upon a Partner's withdrawal, the remaining Partners shall have the option (but not the obligation) to purchase the withdrawing Partner's Partnership Interest at fair market value as determined in accordance with Section 11.7.

11.7 Valuation.

(a) The fair market value of a withdrawing, deceased, or defaulting Partner's Partnership Interest shall be determined as of the date of withdrawal, death, or default (the "Valuation Date").

(b) The Partners shall endeavor in good faith to agree upon the fair market value within thirty (30) days of the Valuation Date. If the Partners cannot agree, the fair market value shall be determined by an independent appraiser selected by the Partners or, failing agreement on an appraiser, by the AAA in accordance with its rules for the appointment of appraisers.

(c) The cost of the appraisal shall be borne equally by the withdrawing Partner (or the estate of a deceased Partner) and the remaining Partners.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation. A Partner is dissociated from the Partnership upon the occurrence of any of the events set forth in KRS 362.1-601, including but not limited to:

(a) The Partnership's having notice of the Partner's express will to withdraw;
(b) An event agreed to in this Agreement as causing the Partner's dissociation;
(c) The Partner's expulsion pursuant to this Agreement;
(d) The Partner's expulsion by unanimous vote of the other Partners if (i) it is unlawful to carry on the Partnership's business with that Partner, (ii) there has been a transfer of all or substantially all of that Partner's transferable interest, or (iii) the Partner is an entity and has filed a certificate of dissolution or its equivalent;
(e) The Partner's death or incapacity (if an individual);
(f) The Partner's bankruptcy; or
(g) A judicial determination under KRS 362.1-601(5).

12.2 Effect of Dissociation. Upon dissociation:

(a) The dissociated Partner's right to participate in the management and conduct of the Partnership's business terminates pursuant to KRS 362.1-603;

(b) The dissociated Partner's duty of loyalty under KRS 362.1-404(2)(c) terminates; and

(c) The dissociated Partner's duties of loyalty and care continue only with regard to matters arising and events occurring before the Partner's dissociation, unless the Partner participates in winding up the Partnership's business.

12.3 Dissolution Events. The Partnership shall dissolve, and its business shall be wound up, only upon the first to occur of the following events:

(a) In a partnership at will, the Partnership's having notice from a Partner of that Partner's express will to withdraw, unless before the end of the ninety (90)-day period following the notice, a majority in interest of the remaining Partners (including any Partner who has rightfully dissociated) agree to continue the Partnership;

(b) In a partnership for a definite term or particular undertaking:
(i) Within ninety (90) days after a Partner's dissociation by death or otherwise under KRS 362.1-601(6) through (10), the express will of at least half of the remaining Partners to wind up the Partnership's business; or
(ii) The expiration of the term or the completion of the undertaking;

(c) An event agreed to in this Agreement as causing dissolution;

(d) An event that makes it unlawful for all or substantially all of the Partnership's business to be continued;

(e) Upon application by a Partner, a judicial determination that (i) the economic purpose of the Partnership is likely to be unreasonably frustrated, (ii) another Partner has engaged in conduct relating to the Partnership business that makes it not reasonably practicable to carry on the business in partnership with that Partner, or (iii) it is not otherwise reasonably practicable to carry on the Partnership business in conformity with the Partnership agreement, pursuant to KRS 362.1-801(5); or

(f) The unanimous written agreement of all Partners.

12.4 Statement of Dissolution. Upon dissolution, the Partnership shall file a Statement of Dissolution with the Secretary of State pursuant to KRS 362.1-805.

12.5 Winding Up.

(a) Upon dissolution, the Partners who have not wrongfully dissociated (or, if all have wrongfully dissociated, the legal representative of the last Partner to have dissociated) may wind up the Partnership's affairs, pursuant to KRS 362.1-803.

(b) During the winding-up period, the Partnership shall:
(i) Collect and liquidate Partnership assets in an orderly manner;
(ii) Pay or make reasonable provision for all Partnership debts, obligations, and liabilities to creditors, including Partners who are creditors, in the order of priority required by KRS 362.1-807;
(iii) Distribute any surplus to the Partners in accordance with their positive Capital Account balances; and
(iv) Execute and file all documents necessary to terminate the Partnership, including any cancellation of the Assumed Name Certificate.

12.6 Continuation After Dissolution Event. Notwithstanding Section 12.3, the remaining Partners may, by unanimous written agreement within ninety (90) days after a dissolution event, elect to continue the Partnership's business, in which case the Partnership shall not be wound up and the interest of the dissociated Partner shall be purchased as set forth in Section 11.6.

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 receiving written notice from any non-defaulting Partner specifying the breach in reasonable detail;

(b) Becomes insolvent or unable to pay debts as they become due;

(c) Files a voluntary petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days;

(d) Has a receiver, trustee, or custodian appointed for all or a substantial portion of its assets;

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

(f) Is convicted of a felony that materially and adversely affects the Partnership's business or reputation.

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

(a) Suspend the Defaulting Partner's voting rights and right to participate in management;

(b) Purchase the Defaulting Partner's Partnership Interest at the lesser of (i) fair market value as determined under Section 11.7 or (ii) book value of the Defaulting Partner's Capital Account;

(c) Offset any damages suffered by the Partnership or the Non-Defaulting Partners against amounts otherwise distributable to the Defaulting Partner;

(d) Expel the Defaulting Partner from the Partnership by unanimous vote of the Non-Defaulting Partners; or

(e) Pursue any other remedy available at law or in equity, including specific performance.

13.3 Cumulative Remedies. The remedies set forth in this Article 13 are cumulative and are in addition to any other remedies available under this Agreement, the Act, or applicable law.

13.4 Attorneys' Fees. In any action to enforce this Agreement or arising out of a Default, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of suit from the non-prevailing party.

ARTICLE 14. RISK ALLOCATION

14.1 Insurance. See Article 9 for the Partnership's insurance and risk management obligations.

14.2 Force Majeure. Neither the Partnership nor any Partner shall be liable for any failure or delay in performing any obligation under this Agreement (other than an obligation to pay money) if such failure or delay results from any cause beyond the reasonable control of such party, including but not limited to natural disasters, acts of God, fire, flood, earthquake, tornado, epidemic or pandemic, war, terrorism, labor disputes, governmental actions or orders, civil disturbance, power outages, or disruption of telecommunications or transportation (each, a "Force Majeure Event"); provided that:

(a) The affected party gives prompt written notice of the Force Majeure Event to the other Partners;
(b) The affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and
(c) The affected party resumes performance as soon as reasonably practicable after the cessation of the Force Majeure Event.

14.3 Mitigation. Each party shall use commercially reasonable efforts to mitigate any Losses for which the other party may be liable under this Agreement.

ARTICLE 15. DISPUTE RESOLUTION

15.1 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 negotiation. Any Partner may initiate the negotiation process by delivering written notice of the Dispute to the other Partners (the "Dispute Notice"). The Partners shall endeavor to resolve the Dispute within thirty (30) days after delivery of the Dispute Notice.

15.2 Mediation. If the Dispute is not resolved through negotiation within thirty (30) days, the Partners shall submit the Dispute to non-binding mediation administered by the AAA under its Commercial Mediation Procedures. The mediation shall take place in [________________________________], Kentucky. The costs of the mediator shall be shared equally among the Partners involved in the Dispute.

15.3 Mandatory Arbitration. If the Dispute is not resolved through mediation within sixty (60) days after the Dispute Notice, the Dispute shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules (the "Arbitration Rules"). The arbitration shall be conducted as follows:

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

(b) Arbitrator. The tribunal shall consist of one (1) arbitrator with at least ten (10) years of experience in partnership or commercial disputes in the Commonwealth of Kentucky.

(c) Award. The arbitrator shall issue a reasoned written award within thirty (30) days after the close of the hearing.

(d) Governing Law. The arbitrator shall apply the laws of the Commonwealth of Kentucky (without regard to conflicts-of-law principles) in deciding the Dispute.

(e) Discovery. The arbitrator may permit limited discovery as the arbitrator deems appropriate and consistent with the expeditious resolution of the Dispute.

15.4 Injunctive Relief and Exclusive Jurisdiction.

(a) Notwithstanding Section 15.3, any Partner may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in the state or federal courts located in [________________________________] County, Kentucky (the "Exclusive Jurisdiction Courts") without first pursuing mediation or arbitration, and each Partner irrevocably submits to the exclusive jurisdiction of such courts for that purpose.

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

15.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.6 Confidentiality of Proceedings. All mediation and arbitration proceedings, including any related discovery, briefs, evidence, and the award, shall be treated as Confidential Information and shall be subject to the confidentiality obligations set forth in Section 7.5.

15.7 Enforcement of Award. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

ARTICLE 16. GENERAL PROVISIONS

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, including the Act (KRS 362.1-101 et seq.), without regard to any conflicts-of-law principles that would require the application of the laws of another jurisdiction.

16.2 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners (or by Partners holding the Percentage Interest required for the particular action, as specified in this Agreement).

16.3 Waiver. No failure or delay by any Partner in exercising any right, power, or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

16.4 Entire Agreement. This Agreement (including the Schedules and any joinder agreements) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written.

16.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

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

16.7 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given upon:

(a) Personal delivery (upon receipt);
(b) Delivery by nationally recognized overnight courier service (one (1) business day after deposit with the courier);
(c) Transmission by email with confirmed read receipt (upon confirmation of receipt during normal business hours); or
(d) Deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested (three (3) business days after deposit).

All notices shall be addressed to the Partner at the address set forth on Schedule A (or such other address as such Partner may designate by written notice to the other Partners).

16.8 Counterparts; Electronic Signatures. This Agreement may be executed in two or more 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 deemed original signatures and shall be binding on all Partners.

16.9 Interpretation. In this Agreement, unless the context otherwise requires:

(a) Headings are for convenience only and shall not affect interpretation;
(b) Words in the singular include the plural and vice versa;
(c) "Including" means "including without limitation";
(d) References to Sections, Articles, and Schedules refer to the Sections, Articles, and Schedules of this Agreement; and
(e) References to any statute or law include all amendments, successor legislation, and regulations promulgated thereunder.

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Partners and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any kind.

16.11 Further Assurances. Each Partner shall execute and deliver such additional documents and instruments and shall take such additional actions as may be reasonably necessary or appropriate to effectuate the purposes and intents of this Agreement.

16.12 Construction. This Agreement has been negotiated by the Partners and their respective counsel. No provision shall be construed against any Partner solely because such Partner (or its counsel) drafted the provision.

ARTICLE 17. KENTUCKY-SPECIFIC PROVISIONS

17.1 Governing Statute. This Agreement is governed by the Kentucky Revised Uniform Partnership Act (2006), codified at KRS 362.1-101 through KRS 362.1-975 (the "Act"). To the extent any provision of this Agreement conflicts with a mandatory provision of the Act (as set forth in KRS 362.1-105), the Act shall control.

17.2 Certificate of Assumed Name.

(a) If the Partnership conducts business under any name other than the true surname of each Partner, the Partnership shall file a Certificate of Assumed Name with:

(i) The Kentucky Secretary of State; and
(ii) The county clerk of the county in which the Partnership maintains its registered agent for service of process (or, if no registered agent is required, the county clerk of the county where the principal office is located).

(b) The Certificate of Assumed Name must be signed by at least one Partner authorized to do so by the Partners.

(c) The filing fee for the Certificate of Assumed Name with the Secretary of State is $20.00 (subject to change; verify current fees at sos.ky.gov). Additional fees apply for county clerk filing pursuant to KRS 64.012.

(d) The assumed name registration is effective for five (5) years from the date it is filed with the Secretary of State and may be renewed by filing a renewal certificate within six (6) months prior to the expiration date.

(e) The Partnership shall file a Certificate of Withdrawal of Assumed Name upon dissolution or cessation of use of the assumed name.

17.3 Statement of Partnership Authority (KRS 362.1-303).

(a) The Partnership may (and is hereby authorized to) file a Statement of Partnership Authority with the Secretary of State specifying the authority, or limitations on the authority, of some or all Partners to enter into transactions on behalf of the Partnership and any other matter.

(b) A filed Statement of Partnership Authority supplements the authority of a Partner to enter into transactions on behalf of the Partnership as provided in KRS 362.1-301.

(c) A Statement of Partnership Authority that grants authority to transfer real property held in the name of the Partnership must also be filed in the office for recording transfers of that real property (i.e., the county clerk of the county where the real property is located).

(d) The Statement of Partnership Authority is effective for five (5) years after the date of its most recent filing, unless cancelled earlier or a shorter period is specified.

17.4 Partnership Name Restrictions (KRS 362.1-108).

(a) The Partnership name shall not contain the word "corporation" or "incorporated" or the abbreviations "Corp." or "Inc."

(b) The Partnership name may contain the word "limited" or the abbreviation "Ltd." only if it has filed a statement of qualification as a limited liability partnership.

(c) The name must be distinguishable on the records of the Secretary of State from the names of other entities registered with the Secretary of State.

17.5 Kentucky Tax Obligations.

(a) Partnership Income Tax Return. The Partnership shall file Kentucky Form 765 (Partnership Income and LLET Return) with the Kentucky Department of Revenue for each taxable year, in accordance with KRS 141.206. Kentucky Form 765 is due on the fifteenth (15th) day of the fourth (4th) month following the close of the taxable year (April 15 for calendar-year partnerships), with extensions available.

(b) Limited Liability Entity Tax (LLET). General partnerships are generally subject to the Kentucky LLET imposed by KRS 141.0401. The LLET is computed at the lesser of (i) 0.095% of Kentucky gross receipts, or (ii) 0.75% of Kentucky gross profits, with a minimum tax of $175 for entities with gross receipts or gross profits in excess of $3,000,000. The LLET may be used as a credit against the Kentucky income tax on the individual partners' returns.

(c) Pass-Through Reporting. The Partnership shall furnish each Partner a Kentucky Schedule K-1 (or equivalent) reflecting such Partner's share of Kentucky income, deductions, credits, and other items within seventy-five (75) days after the close of each Fiscal Year.

(d) Withholding for Nonresident Partners. The Partnership shall withhold Kentucky income tax on behalf of nonresident Partners in accordance with KRS 141.206(5) and shall remit such withholding to the Kentucky Department of Revenue.

(e) Local Taxes. Partners should consult their tax advisers regarding local occupational license tax obligations that may apply in certain Kentucky cities and counties.

17.6 Registered Agent Requirements.

(a) Pursuant to KRS 362.1-108, the Partnership is not required to maintain a registered agent unless it files a Statement of Partnership Authority, a Statement of Qualification, or other document with the Secretary of State that requires designation of a registered agent.

(b) If a registered agent is required, the registered agent must be (i) an individual who resides in and whose business office is in Kentucky, or (ii) a domestic or foreign entity authorized to do business in Kentucky.

(c) Changes to the registered agent shall be filed with the Secretary of State.

17.7 Partner Liability Under Kentucky Law.

(a) Each Partner is jointly and severally liable for all obligations of the Partnership under KRS 362.1-306, unless otherwise agreed by the claimant or provided by law.

(b) A judgment against the Partnership is not by itself a judgment against a Partner. A judgment against a Partner in the Partner's capacity as such may be satisfied only from Partnership assets unless there is also a judgment against the Partner individually, in accordance with KRS 362.1-307.

(c) An action may be brought against the Partnership and any or all of the Partners in the same action or in separate actions.

17.8 Statement of Dissociation and Dissolution.

(a) Upon dissociation of a Partner, the Partnership may file a Statement of Dissociation with the Secretary of State pursuant to KRS 362.1-704. For ninety (90) days after the filing, any person not a Partner is deemed to have notice of the dissociation.

(b) Upon dissolution, the Partnership shall file a Statement of Dissolution with the Secretary of State pursuant to KRS 362.1-805. For ninety (90) days after the filing, any person not a Partner is deemed to have notice of the dissolution.

17.9 Conversion and Merger. The Partnership may convert to a limited partnership, limited liability company, or other business entity, or merge with another entity, in accordance with KRS 362.1-901 et seq. (Conversions and Mergers), with the unanimous written consent of all Partners.

17.10 Contact Information.

ARTICLE 18. EXECUTION

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

PARTNER SIGNATURES

Partner 1:

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

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner 2:

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

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner 3 (if applicable):

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

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF KENTUCKY
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned Notary Public in and for said County and State, personally appeared:

[________________________________]
[________________________________]
[________________________________]

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: ___________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

Notary ID/Commission Number: [________________________________]

[NOTARY SEAL]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Capital Contributions: $[________________________________]
Total Percentage Interests: 100%

SCHEDULE B

ADDITIONAL PARTNER OBLIGATIONS AND SERVICES

SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby agrees to become a Partner in [________________________________] (the "Partnership") and to be bound by all terms and conditions of the General Partnership Agreement dated [__/__/____] (as amended, the "Agreement"), as if the New Partner were an original signatory thereto.

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date of Admission: [__/__/____]

The New Partner makes the representations and warranties set forth in Article 6 of the Agreement as of the date hereof.

NEW PARTNER:

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]
Address: [________________________________]

ACKNOWLEDGED AND ACCEPTED BY EXISTING PARTNERS:

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]

SCHEDULE D

KENTUCKY FILING CHECKLIST

☐ File Certificate of Assumed Name with Kentucky Secretary of State (KRS 365.015) — Fee: $20.00
☐ File Certificate of Assumed Name with county clerk — Fee: Per KRS 64.012
☐ File Statement of Partnership Authority with Secretary of State (KRS 362.1-303) — Fee: $20.00
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ Register with Kentucky Department of Revenue for state tax purposes
☐ Obtain any required local business licenses and occupational license tax registrations
☐ Obtain required insurance coverage (see Article 9)
☐ Open Partnership bank account(s)
☐ File Kentucky Form 765 (Partnership Income and LLET Return) annually
☐ Renew Assumed Name Certificate before five-year expiration
☐ Comply with applicable workers' compensation requirements (KRS Chapter 342)
☐ Maintain registered agent (if Statement of Partnership Authority is filed)

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This template should be reviewed and customized by a qualified attorney licensed in the Commonwealth of Kentucky before use. Laws and regulations are subject to change, and the filing fees and requirements referenced herein should be verified with the Kentucky Secretary of State and the Kentucky Department of Revenue at the time of use. Do not execute this document without professional legal review. Use of this template does not create an attorney-client relationship with the template provider.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-27.