Partnership Agreement - General (Massachusetts)

GENERAL PARTNERSHIP AGREEMENT

COMMONWEALTH OF MASSACHUSETTS

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 Massachusetts Uniform Partnership Act, Massachusetts General Laws Chapter 108A (the "Act"), 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 Massachusetts 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 the Act, modify or supplement the default provisions of M.G.L. c. 108A.

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. Massachusetts-Specific Provisions
18. Execution

ARTICLE 1. DEFINITIONS

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

"AAA" means the American Arbitration Association.

"Act" means the Massachusetts Uniform Partnership Act, M.G.L. c. 108A, 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.

"Business Certificate" means the certificate required to be filed with the clerk of each city or town in which the Partnership conducts business under an assumed name, pursuant to M.G.L. c. 110, Section 5.

"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.

"Commonwealth" means the Commonwealth of Massachusetts.

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

"DOR" means the Massachusetts 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 14.2.

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

"M.G.L." means the Massachusetts General Laws, as amended from time to time.

"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 the Commonwealth" means the Secretary of the Commonwealth of Massachusetts.

"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 Massachusetts, 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 Massachusetts law, including but not limited to Business Certificates with the applicable city or town clerks pursuant to M.G.L. c. 110, Section 5.

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 conducts business under any title other than the true surname of each Partner, the Partnership shall file a Business Certificate in each city or town where the Partnership has an office, in accordance with M.G.L. c. 110, Section 5. Pursuant to M.G.L. c. 110, Section 6, no Business Certificate is required if the Partnership conducts business under a title that includes the true surname of at least one Partner.

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 Massachusetts as the Partners may from time to time determine by Majority Interest vote.

2.5 Additional Offices. The Partnership may maintain additional offices at such locations as the Partners may determine. If the Partnership conducts business in any city or town other than the city or town in which the principal office is located, the Partnership shall file a Business Certificate in each such additional city or town, as required by M.G.L. c. 110, Section 5.

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.

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, except as may be required under M.G.L. c. 108A, Section 18(d), which provides that a partner who makes a payment or advance beyond the amount of capital that the partner agreed to contribute shall be paid interest from the date of the payment or advance.

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, consistent with M.G.L. c. 108A, Section 18(a).

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) Default Rule Override. The Partners expressly agree that Net Profits and Net Losses shall be shared in accordance with the Percentage Interests set forth on Schedule A, thereby modifying the default equal-sharing rule of M.G.L. c. 108A, Section 18(a).

(e) Regulatory Allocations. The following special allocations shall be made in the following order of priority:

(i) Minimum Gain Chargeback. 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 12.5 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 M.G.L., 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 Massachusetts 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 Massachusetts Form 3 — Partnership Return of Income), and local tax returns.

(b) All elections required or permitted to be made by the Partnership under the Code or the M.G.L. 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 Massachusetts Schedule 3K-1 within seventy-five (75) days after the end of each Fiscal Year.

(d) The Partnership shall consider whether to make the Pass-Through Entity Excise election under M.G.L. c. 63D, and shall make such election only with the unanimous consent of all Partners.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. The Partnership shall be managed collectively by the Partners, consistent with M.G.L. c. 108A, Section 18(e), which provides that all Partners have equal rights in the management and conduct of the partnership business. 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 Massachusetts laws and filing requirements.

5.3 Major Decisions. The following actions require the unanimous written consent of all Partners, consistent with M.G.L. c. 108A, Section 18(h) (no act in contravention of the partnership agreement without 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) Any act that would make it impossible to carry on the ordinary business of the Partnership (M.G.L. c. 108A, Section 9(3)(c));
(e) Merger, conversion, or domestication of the Partnership;
(f) Voluntary dissolution of the Partnership;
(g) Incurring indebtedness in excess of $[____];
(h) Making any capital expenditure in excess of $[____];
(i) Entering into any agreement or transaction with an Affiliate of any Partner;
(j) Filing or settlement of any lawsuit or claim involving an amount in excess of $[____];
(k) Submission of any Partnership claim to arbitration or reference (M.G.L. c. 108A, Section 9(3)(e)).

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. This modifies the default rule under M.G.L. c. 108A, Section 18(e), which provides for equal voting regardless of capital contribution.

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 Massachusetts Compliance. Such Partner is familiar with the requirements of the Act and other applicable Massachusetts 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 Massachusetts), and local laws, rules, regulations, and ordinances in connection with the Partnership's business.

7.2 Fiduciary Duties. Each Partner acknowledges and agrees to the fiduciary duties owed to the Partnership and the other Partners under Massachusetts law, including the duty of loyalty and the duty of care as recognized under M.G.L. c. 108A, Sections 20-21.

7.3 Partnership Property. Consistent with M.G.L. c. 108A, Section 8:

(a) All property originally brought into the Partnership or subsequently acquired by purchase or otherwise on account of the Partnership is Partnership property;

(b) Unless the contrary intention appears, property acquired with Partnership funds is Partnership property; and

(c) No Partner has any individual right in specific Partnership property (M.G.L. c. 108A, Section 25(1)).

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 Massachusetts law. Massachusetts courts evaluate non-compete provisions under a reasonableness standard, considering geographic scope, duration, and necessity to protect legitimate business interests.

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 Duty to Account. Each Partner shall 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, pursuant to M.G.L. c. 108A, Section 21.

7.9 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. Consistent with M.G.L. c. 108A, Section 19, the Partnership books shall be kept, subject to any agreement between the Partners, at the principal place of business of the Partnership. 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) Copies of all Business Certificates filed with city or town clerks and any amendments thereto;
(c) A copy of this Agreement and any amendments thereto;
(d) Copies of the Partnership's federal, Massachusetts, and local tax returns for the three (3) most recent Fiscal Years;
(e) Financial statements for the three (3) most recent Fiscal Years; and
(f) Minutes of all Partnership meetings and records of all actions taken by the Partners.

8.4 Inspection Rights. Every Partner shall at all times have access to and may inspect and copy any of the Partnership books, consistent with M.G.L. c. 108A, Section 19. Each Partner and its duly authorized representative may, during normal business hours, inspect, examine, and copy, at such Partner's expense, any of the Partnership's books and records.

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 Duty to Render Information. Each Partner shall render on demand true and full information of all things affecting the Partnership to any Partner or the legal representative of any deceased or incapacitated Partner, pursuant to M.G.L. c. 108A, Section 20.

8.7 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.

8.8 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 Massachusetts law (M.G.L. c. 152), 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 Massachusetts 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 in respect of payments made and personal liabilities reasonably incurred by the Partner in the ordinary and proper conduct of the Partnership's business or for the preservation of its business or property, consistent with M.G.L. c. 108A, Section 18(b).

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. All Partners are jointly and severally liable for the obligations of the Partnership under M.G.L. c. 108A, Sections 13-15. Nothing in this Agreement shall limit or affect the liability of Partners to third parties under applicable Massachusetts law.

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 Assignment of Interest. Consistent with M.G.L. c. 108A, Section 27:

(a) A conveyance by a Partner of the Partner's interest in the Partnership does not by itself dissolve the Partnership;

(b) An assignee of a Partner's interest is not entitled to participate in the management or administration of the Partnership business or affairs;

(c) An assignee is only entitled to receive the profits (and losses) and return of contributions to which the assigning Partner would otherwise be entitled; and

(d) An assignee shall not become a Partner unless admitted as a new Partner pursuant to Section 11.4.

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. The admission of a new Partner shall not cause dissolution of the Partnership.

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) Dissolution is caused by the express will of any Partner when no definite term or particular undertaking is specified, pursuant to M.G.L. c. 108A, Section 31(1)(b), unless the remaining Partners elect to continue the Partnership's business as provided in Section 12.6.

(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 shall be subject to M.G.L. c. 108A, Section 38(2).

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 Causes of Dissolution. The Partnership shall dissolve upon the first to occur of the following events, consistent with M.G.L. c. 108A, Sections 29-32:

(a) Dissolution by Will (Section 31(1)(b)). In a partnership at will, the express will of any Partner to dissolve the Partnership, unless the remaining Partners elect to continue pursuant to Section 12.6;

(b) Dissolution by Term Expiration (Section 31(1)(a)). In a partnership for a definite term or particular undertaking, the termination of the specified term or the accomplishment of the particular undertaking;

(c) Dissolution by Agreement. The unanimous written agreement of all Partners;

(d) Dissolution by Expulsion (Section 31(1)(d)). The expulsion of any Partner from the Partnership in accordance with this Agreement, unless the remaining Partners elect to continue;

(e) Dissolution by Illegality (Section 31(3)). An event that makes it unlawful for all or substantially all of the Partnership's business to be continued;

(f) Dissolution by Death or Bankruptcy (Section 31(4)-(5)). The death of any Partner or the bankruptcy of any Partner, unless the remaining Partners elect to continue pursuant to Section 12.6;

(g) Dissolution by Court Decree (Section 32). Upon application by or for a Partner, a judicial decree of dissolution under M.G.L. c. 108A, Section 32, which provides for dissolution when:
(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 the partner's self in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;
(v) The business of the partnership can only be carried on at a loss; or
(vi) Other circumstances render a dissolution equitable.

12.2 Effect of Dissolution. Upon dissolution, the Partnership shall cease to carry on business except to the extent necessary to wind up Partnership affairs, complete transactions begun but not yet finished, and exercise any power reasonably necessary for the winding up, consistent with M.G.L. c. 108A, Section 33.

12.3 Notice of Dissolution. Upon dissolution, the Partnership shall give notice to third parties in accordance with M.G.L. c. 108A, Section 35, which provides that:

(a) Partners who have not caused the dissolution wrongfully shall have the right to wind up the Partnership affairs;

(b) Publication of dissolution shall be made in a newspaper of general circulation in the area where the Partnership's principal office is located.

12.4 Right to Continue Business. Notwithstanding the foregoing, the remaining Partners may, within ninety (90) days after a dissolution event, elect by unanimous written agreement to continue the Partnership's business. In such event:

(a) The Partnership shall not be wound up;
(b) The interest of the departing Partner shall be purchased as set forth in Section 11.6;
(c) The continuing Partners shall have all rights to the Partnership name, assets, and goodwill; and
(d) The continuing Partners shall indemnify the departing Partner (or estate) from all future Partnership liabilities, consistent with M.G.L. c. 108A, Section 36.

12.5 Winding Up and Distribution.

(a) Upon dissolution and winding up, the Partnership shall:

(i) Collect and liquidate Partnership assets in an orderly manner;
(ii) Pay or make reasonable provision for all Partnership debts and liabilities;
(iii) Distribute any surplus to the Partners.

(b) In settling accounts between the Partners after dissolution, the following order of payment shall apply, consistent with M.G.L. c. 108A, Section 40:

(i) First, those owing to creditors other than Partners;
(ii) Second, those owing to Partners other than for capital and profits (i.e., loans from Partners);
(iii) Third, those owing to Partners in respect of capital contributions; and
(iv) Fourth, those owing to Partners in respect of profits.

(c) If the Partnership assets are insufficient to satisfy the liabilities under subsection (b), each Partner shall contribute to the payment of such liabilities in accordance with the Partner's share of the losses, pursuant to M.G.L. c. 108A, Section 40(d).

12.6 Business Certificate Withdrawal. Upon dissolution and winding up, the Partnership shall file a withdrawal or cancellation of all Business Certificates previously filed with city and town clerks.

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 management rights (subject to applicable law);

(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, hurricane, nor'easter, 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 [________________________________], Massachusetts. 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 [________________________________], Massachusetts.

(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 Massachusetts.

(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 Massachusetts (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, Massachusetts (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 Massachusetts, including the Act (M.G.L. c. 108A), 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.

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. MASSACHUSETTS-SPECIFIC PROVISIONS

17.1 Governing Statute. This Agreement is governed by the Massachusetts Uniform Partnership Act, codified at M.G.L. c. 108A, Sections 1 through 45 (the "Act"). Massachusetts adopted the original Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA). As such, certain default rules differ from RUPA states. To the extent any provision of this Agreement conflicts with a mandatory provision of the Act, the Act shall control.

17.2 Key Differences — Massachusetts UPA vs. RUPA States.

(a) Aggregate vs. Entity Theory. The Massachusetts UPA follows a modified aggregate theory of partnership under which a partnership is an "association of two or more persons to carry on as co-owners a business for profit" (M.G.L. c. 108A, Section 6). While some entity characteristics are recognized, the aggregate theory influences property ownership, liability, and dissolution rules.

(b) Tenancy in Partnership. Under M.G.L. c. 108A, Section 25, each Partner has a right in specific Partnership property as a tenant in partnership. This right is not assignable except in connection with the assignment of all Partners' rights in the property, is not subject to attachment or execution for a Partner's individual debts, and does not vest in a deceased Partner's heirs (instead, the deceased Partner's right vests in the surviving Partners).

(c) Dissolution Approach. Under the Massachusetts UPA, dissolution is triggered more readily than under RUPA. Any Partner in a partnership at will may cause dissolution by express will (M.G.L. c. 108A, Section 31(1)(b)). Death and bankruptcy of a Partner also cause dissolution (Sections 31(4)-(5)), unlike RUPA which distinguishes between dissociation and dissolution.

17.3 Business Certificate Requirements (M.G.L. c. 110, Section 5).

(a) Filing Requirement. If the Partnership conducts business under any title other than the real name of each person conducting such business, a Business Certificate (also known as a "DBA" or "d/b/a" certificate) must be filed in the office of the clerk of every city or town where the Partnership has an office.

(b) Exemption. Under M.G.L. c. 110, Section 6, a Business Certificate is not required if the Partnership does business under a title that includes the true surname of at least one Partner.

(c) Contents. The Business Certificate must state:
(i) The full name and residence of each person conducting the business;
(ii) The place (including street and number) where the business is conducted; and
(iii) The title under which the business is conducted.

(d) Execution. The Business Certificate must be executed under oath by each person whose name appears therein and signed in the presence of the city or town clerk or a person designated by the clerk.

(e) Penalty for Non-Filing. Failure to file a Business Certificate is punishable by a fine of not more than $300.00 for each month of violation (M.G.L. c. 110, Section 5).

(f) Term and Renewal. Business Certificates are typically valid for four (4) years from the date of filing and must be renewed upon expiration. Check with each applicable city or town clerk for specific renewal requirements, as they may vary by municipality.

(g) Changes. A new Business Certificate must be filed if there is a change in the persons conducting business, the business address, or the business name.

17.4 No State-Level Filing Required for General Partnerships.

(a) Unlike limited partnerships (M.G.L. c. 109) or limited liability partnerships (M.G.L. c. 108A, Sections 45-49), general partnerships in Massachusetts are not required to file a formation document with the Secretary of the Commonwealth.

(b) General partnerships are not required to designate a registered agent with the Secretary of the Commonwealth.

(c) However, if the Partnership elects to register as a Limited Liability Partnership (LLP), it must file with the Secretary of the Commonwealth and pay a filing fee of $500.00, pursuant to M.G.L. c. 108A, Section 45.

17.5 Massachusetts Tax Obligations.

(a) Partnership Information Return — Form 3. The Partnership shall file Massachusetts Form 3 (Partnership Return of Income) with the Massachusetts Department of Revenue (DOR) for each taxable year, in accordance with M.G.L. c. 62C. Form 3 is an informational return; the Partnership itself is not subject to Massachusetts income tax. Each Partner is taxed on the Partner's share of Partnership income, whether distributed or not.

(b) Due Date. Massachusetts Form 3 is due on the fifteenth (15th) day of the third (3rd) month following the close of the taxable year (March 15 for calendar-year partnerships), consistent with the federal due date for Form 1065. Extensions may be available.

(c) Schedule 3K-1. The Partnership shall furnish each Partner a Massachusetts Schedule 3K-1 (Partner's Share of Income, Deductions, Credits, etc.) with Form 3.

(d) Pass-Through Entity Excise (M.G.L. c. 63D). Beginning with tax years commencing on or after January 1, 2021, eligible pass-through entities may elect to pay an excise at the entity level on qualified income. This election, if made, is irrevocable for the tax year. The excise rate is five percent (5%) of the entity's qualified income. Partners may claim a credit on their individual returns for their share of the entity-level excise paid. The Partnership shall make this election only with the unanimous written consent of all Partners.

(e) Withholding for Nonresident Partners. The Partnership shall withhold Massachusetts income tax on behalf of nonresident Partners as required by M.G.L. c. 62B.

(f) No Separate Partnership-Level Income Tax. Massachusetts does not impose a separate income tax on general partnerships at the entity level (absent the PTE excise election). Each Partner reports their distributive share on their individual Massachusetts return.

(g) Sales Tax. If the Partnership sells tangible personal property or certain services subject to the Massachusetts sales tax (M.G.L. c. 64H), the Partnership must register with the DOR and collect and remit sales tax.

17.6 Partner Liability Under Massachusetts Law.

(a) Joint and Several Liability. Under M.G.L. c. 108A, Section 15, all Partners are jointly and severally liable for everything chargeable to the Partnership under Sections 13 and 14, including wrongful acts and breaches of trust.

(b) Joint Liability for Contracts. Under M.G.L. c. 108A, Section 15(b), Partners who are not jointly and severally liable under Sections 13 and 14 are jointly liable for all other debts and obligations of the Partnership. Any Partner may enter into a separate obligation to perform a Partnership contract.

(c) Incoming Partner Liability. Under M.G.L. c. 108A, Section 17, a person admitted as a Partner into an existing Partnership is liable for all obligations of the Partnership arising before admission, but this liability may only be satisfied out of Partnership property.

17.7 Dissolution and Winding Up Under Massachusetts Law.

(a) Notice to Creditors. Upon dissolution, the Partnership must notify creditors and third parties as follows (M.G.L. c. 108A, Section 35):
(i) Actual notice to those who have extended credit to the Partnership;
(ii) Publication of dissolution in a newspaper of general circulation where the Partnership has regularly conducted business; and
(iii) Without notice, the Partnership is not bound by acts of Partners with third parties who have no knowledge of the dissolution.

(b) Application of Assets. In settling accounts after dissolution, the liabilities of the Partnership shall be entitled to payment in the following order (M.G.L. c. 108A, Section 40):
(i) Those owing to creditors other than Partners;
(ii) Those owing to Partners other than for capital and profits;
(iii) Those owing to Partners in respect of capital; and
(iv) Those owing to Partners in respect of profits.

(c) Contribution Among Partners. If the Partnership assets are insufficient to pay liabilities, each Partner shall contribute toward the losses in the proportion in which the Partner shares in profits, unless otherwise agreed (M.G.L. c. 108A, Section 40(d)).

17.8 Real Property Considerations.

(a) Under M.G.L. c. 108A, Section 8(3), any estate in real property may be acquired in the Partnership name, and any estate so acquired can be conveyed in the Partnership name.

(b) Under M.G.L. c. 108A, Section 10, a conveyance of real property by one Partner in the Partnership name passes the equitable interest of the Partnership, provided the act is within the Partner's actual or apparent authority.

(c) The Partnership should ensure that any real property conveyances comply with Massachusetts recording requirements in the county registry of deeds.

17.9 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

COMMONWEALTH OF MASSACHUSETTS
COUNTY OF [________________________________]

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

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[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

MASSACHUSETTS FILING AND COMPLIANCE CHECKLIST

☐ File Business Certificate (DBA) with clerk of each city/town where Partnership has an office (M.G.L. c. 110, Section 5)
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ Register with Massachusetts Department of Revenue (DOR) for state tax purposes
☐ File Massachusetts Form 3 (Partnership Return of Income) annually
☐ Furnish Schedule 3K-1 to each Partner
☐ Consider Pass-Through Entity Excise election under M.G.L. c. 63D
☐ Obtain any required local business permits and licenses
☐ Register for Massachusetts sales tax collection (if applicable)
☐ Obtain required insurance coverage (see Article 9)
☐ Comply with Massachusetts workers' compensation requirements (M.G.L. c. 152)
☐ Open Partnership bank account(s)
☐ Renew Business Certificates before four-year expiration (verify with each municipality)
☐ File annual reports with municipalities (if required by local ordinance)

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 Massachusetts before use. Laws and regulations are subject to change, and the filing fees and requirements referenced herein should be verified with the applicable city/town clerk and the Massachusetts Department of Revenue at the time of use. Massachusetts still follows the original Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA), which may affect certain default rules and obligations. 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.