Partnership Agreement - General (Missouri)

GENERAL PARTNERSHIP AGREEMENT

STATE OF MISSOURI

THIS GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned individuals and/or entities (each, a "Partner" and collectively, the "Partners"):

The Partners hereby form a general partnership (the "Partnership") pursuant to and governed by the Missouri Uniform Partnership Law, Revised Statutes of Missouri, Chapter 358, as amended (the "Act"), and upon the terms and conditions set forth herein.

RECITALS

WHEREAS, the Partners desire to associate themselves as a general partnership under the laws of the State of Missouri for the purposes set forth herein;

WHEREAS, each Partner will make or has made the capital contributions described on Schedule A attached hereto;

WHEREAS, the Partners wish to set forth in writing their respective rights, duties, and obligations with respect to the Partnership and its business; and

WHEREAS, the Partners intend that this Agreement shall govern the internal affairs of the Partnership and, to the extent permitted by the Act, shall supersede the default provisions thereof.

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

TABLE OF CONTENTS

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

ARTICLE 1: DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in the body of this Agreement shall have the meanings assigned to them in the Act.

"AAA" means the American Arbitration Association.

"Act" means the Missouri Uniform Partnership Law, RSMo Ch. 358, as amended from time to time.

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account as maintained pursuant to Section 4.1(c), adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"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 or policies, whether through ownership of voting securities, by contract, or otherwise.

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

"Bankrupt Partner" means a Partner who (a) files a voluntary petition in bankruptcy, (b) becomes the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, (c) makes a general assignment for the benefit of creditors, or (d) has a receiver or trustee appointed for substantially all of its assets.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 4.1(c) and Treasury Regulations Section 1.704-1(b)(2)(iv).

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

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

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

"Dissolution" has the meaning set forth in Section 12.4 and as defined in RSMo § 358.290 ("the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business").

"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 15.10.

"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.

"Managing Partner" has the meaning set forth in Section 5.5.

"Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a).

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

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

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

"Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the 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, joint venture, governmental authority, or other entity.

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

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

"Treasury Regulations" means the regulations promulgated under the Code.

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is hereby formed as a general partnership under the laws of the State of Missouri pursuant to the Act, effective as of the Effective Date. Pursuant to RSMo § 358.060, a partnership is "an association of two or more persons to carry on as co-owners a business for profit." The rights and obligations of the Partners shall be as provided in the Act, except as otherwise expressly provided herein.

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

[________________________________]

or such other name as the Partners may unanimously approve from time to time. If the Partnership conducts business under any fictitious name, the Partnership shall register such name with the Missouri Secretary of State in accordance with RSMo § 417.200 et seq. and RSMo § 358.065.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

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

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

[________________________________]
[________________________________]
[________________________________]

or at such other place within or outside the State of Missouri as the Partners may from time to time designate by Majority Interest vote.

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

Name: [________________________________]
Address: [________________________________]

The Partnership shall maintain a registered office and agent in Missouri pursuant to RSMo § 358.470 (applicable if the Partnership registers as an LLP). Even if not required, maintaining a registered agent is recommended for general partnerships.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity until dissolved and wound up in accordance with Article 12 of this Agreement and the Act.

//GUIDANCE: Missouri distinguishes between partnerships "at will" and partnerships for a "definite term or particular undertaking" (RSMo § 358.310). If this partnership is for a specific term, state the term here and adjust dissolution provisions accordingly.

2.7 Fictitious Name Registration.

(a) If the Partnership operates under a fictitious or assumed name, it must register such name with the Missouri Secretary of State pursuant to RSMo § 417.200 et seq.

(b) Filing details:

• Filing Office: Missouri Secretary of State, Corporations Division
• Filing Fee: $7.00 for fictitious name registration
• Duration: Registration does not expire but should be amended upon any change
• Website: www.sos.mo.gov

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date. The form of contribution (cash or property) shall be as specified on Schedule A.

3.2 Valuation of Non-Cash Contributions. The fair market value of any property contributed by a Partner shall be as agreed upon by the Partners and set forth on Schedule A. If the Partners cannot agree on a valuation, they shall engage an independent appraiser, the cost of which shall be borne by the Partnership.

3.3 Additional Capital Contributions.

(a) No Partner shall be required to make additional Capital Contributions beyond those set forth on Schedule A without such Partner's prior written consent.

(b) If the Partners determine that additional capital is needed, additional contributions shall be requested pro rata in accordance with each Partner's Percentage Interest. A Partner who declines to contribute its pro rata share shall have its Percentage Interest adjusted in accordance with a formula approved by Supermajority Interest.

(c) Any additional Capital Contributions shall be reflected in an amended Schedule A.

3.4 No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution, consistent with the default rule under RSMo § 358.180(1)(d).

3.5 Withdrawal of Capital. Except as expressly provided in Article 11 or Article 12 of this Agreement, no Partner may withdraw or demand the return of any part of its Capital Contribution.

3.6 Capital Account Deficit. No Partner shall be required to restore a deficit in its Capital Account upon dissolution or otherwise, except as required by the Act or as otherwise provided herein.

3.7 Loans by Partners. A Partner who makes a loan or advance to the Partnership beyond the amount of capital which such Partner agreed to contribute shall be treated as a creditor of the Partnership with respect to such loan, entitled to repayment with interest as provided in RSMo § 358.180(1)(c).

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses.

(a) Net Profits. Except as otherwise provided herein, Net Profits for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests.

(b) Net Losses. Except as otherwise provided herein, 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 a Partner to the extent that such allocation would create or increase a deficit balance in such Partner's Adjusted Capital Account.

(c) Capital Account Maintenance. The Partnership shall maintain a Capital Account for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be (i) increased by such Partner's Capital Contributions and allocations of Net Profits, and (ii) decreased by distributions to such Partner and allocations of Net Losses.

(d) Regulatory Allocations. The Partners intend that the allocations set forth in this Section 4.1 shall have "substantial economic effect" within the meaning of Code Section 704(b) and the Treasury Regulations thereunder. To the extent any allocation is not recognized for federal income tax purposes, the Partners' distributive shares of income, gain, loss, deduction, or credit shall be determined in accordance with their interests in the Partnership as determined under Code Section 704(b) and the applicable Treasury Regulations.

(e) Qualified Income Offset. If a Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations 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.

(f) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 4.1, if there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in accordance with Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

4.2 Distributions.

(a) Timing. Cash available for distribution shall be distributed to the Partners at such times and in such amounts as determined by Majority Interest vote, but no less frequently than [quarterly / semi-annually / annually].

(b) Order of Distribution. All distributions shall be made to the Partners pro rata in accordance with their respective Percentage Interests, except as otherwise provided in Section 12.6 (distributions upon dissolution).

(c) Tax Distributions. Notwithstanding Section 4.2(a), the Partnership shall use commercially reasonable efforts to distribute to each Partner, at least quarterly, an amount sufficient to enable such Partner to satisfy its estimated federal and Missouri state income tax obligations arising from Partnership income allocated to such Partner (the "Tax Distribution"). Tax Distributions shall be computed using the highest combined marginal federal and Missouri individual income tax rate in effect for the applicable tax year.

(d) Limitation on Distributions. 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.

4.3 Tax Elections.

(a) The Partnership shall make such tax elections as the Partners determine by Majority Interest vote, including but not limited to elections under Code Sections 754, 709(b), and 179.

(b) The Partnership may elect to file as an electing pass-through entity for Missouri tax purposes if such election is available under applicable Missouri law.

4.4 Tax Returns.

(a) The Partnership shall file all required federal, state, and local tax returns, including IRS Form 1065 and Missouri Form MO-1065 (Partnership Return of Income), on a timely basis.

(b) The Partnership shall furnish to each Partner a completed Schedule K-1 and any applicable Missouri schedules within seventy-five (75) days after the end of each Fiscal Year, or as soon thereafter as practicable.

4.5 Partnership Representative.

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

(b) The Partnership Representative shall have all powers and authority granted under Code Sections 6221 through 6241 and shall keep all Partners informed of any administrative or judicial proceedings regarding Partnership tax matters.

(c) The Partnership Representative may be changed by Supermajority Interest vote.

(d) If the Partnership is eligible, the Partnership Representative may elect to "push out" adjustments to the Partners under Code Section 6226 rather than paying any imputed underpayment at the Partnership level.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority. The business and affairs of the Partnership shall be managed collectively by the Partners, each of whom shall have equal rights in the management and conduct of the Partnership's business pursuant to RSMo § 358.180(1)(e), except as otherwise provided herein.

5.2 Ordinary Course Decisions. Unless otherwise stated herein, any decision or action required in the ordinary course of the Partnership's business shall require the affirmative vote of Partners holding a Majority Interest. Any difference arising as to ordinary matters connected with the Partnership business may be decided by a Majority Interest, as provided in RSMo § 358.180(1)(h).

5.3 Major Decisions. The following actions shall require the unanimous written consent of all Partners (consistent with RSMo § 358.180(1)(h), which requires unanimity for acts in contravention of the partnership agreement):

(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner;
(c) Merger, conversion, or reorganization of the Partnership;
(d) Sale, exchange, lease, or other disposition of all or substantially all assets of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Any act that would make it impossible to carry on the Partnership's ordinary business;
(g) Confession of a judgment against the Partnership;
(h) Submission of a Partnership claim or liability to arbitration or reference;
(i) Incurrence of indebtedness in excess of $[________________________________];
(j) Execution of any guarantee, indemnity, or surety arrangement;
(k) Commencement or settlement of litigation involving potential liability in excess of $[________________________________]; and
(l) Any transaction between the Partnership and a Partner or an Affiliate of a Partner.

5.4 Meetings.

(a) Regular Meetings. The Partners shall hold regular meetings at least [quarterly / monthly] at the principal office or such other location 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 time, place, and purpose of the meeting.

(c) Quorum. Partners holding a Majority Interest, present in person, by telephone, by video conference, or by proxy, shall constitute a quorum for the transaction of business.

(d) Action Without Meeting. Any action required or permitted at a meeting may be taken without a meeting if all Partners consent in writing to the action, which consent may be evidenced by electronic communication.

(e) Minutes. Written minutes of all Partner meetings shall be maintained at the principal office.

5.5 Managing Partner.

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

(b) The initial Managing Partner shall be: [________________________________]

(c) The Managing Partner shall have authority to act on behalf of the Partnership in the ordinary course of business, subject to the limitations set forth in Section 5.3 and any additional limitations established by the Partners.

(d) The Managing Partner may be removed and replaced by Majority Interest vote at any time, with or without cause.

5.6 Compensation of Partners.

(a) No Partner shall be entitled to remuneration for acting in the Partnership business, as provided in RSMo § 358.180(1)(f), except as approved by Majority Interest vote (excluding the vote of the Partner to whom compensation would be paid).

(b) Exception: A surviving Partner is entitled to reasonable compensation for services in winding up the Partnership affairs, as provided in RSMo § 358.180(1)(f).

(c) The Managing Partner shall receive compensation of $[________________________________] per [month / year], or such other amount as the Partners may approve.

(d) All Partners shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred on behalf of the Partnership, with reasonable interest thereon, as provided in RSMo § 358.180(1)(c).

5.7 Banking and Financial Authority.

(a) Partnership funds shall be deposited in one or more accounts at financial institutions selected by Majority Interest vote.

(b) Withdrawals and transfers from Partnership accounts shall require the signature of at least [____] Partner(s).

(c) The Managing Partner shall have authority to make expenditures in the ordinary course of business up to $[________________________________] per transaction without further approval.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

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

6.1 Due Authority. Such Partner has full legal right, power, and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

6.2 Binding Obligation. 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 does not and will not (a) violate any law, rule, regulation, order, judgment, or decree applicable to such Partner, (b) conflict with or result in a breach of any agreement, instrument, or obligation to which such Partner is a party or by which such Partner is bound, or (c) require any consent, approval, or authorization of any governmental authority or other Person.

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 in violation of applicable securities laws.

6.5 Sophistication and Independent Advice. Such Partner (a) is experienced and knowledgeable in business and financial matters, (b) has had the opportunity to consult with independent legal, tax, and financial advisors of its own choosing, and (c) has reviewed and understands the terms of this Agreement and the risks associated with an investment in the Partnership.

6.6 No Litigation. There is no pending or threatened litigation, arbitration, or proceeding that would materially and adversely affect such Partner's ability to perform its obligations under this Agreement.

6.7 Disclosure. Such Partner has not withheld from the other Partners any material fact relating to such Partner's financial condition, legal status, or ability to perform its obligations hereunder.

6.8 Survival. The representations and warranties contained 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 Laws. The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, and ordinances, including without limitation the laws of the State of Missouri.

7.2 Non-Competition.

(a) During the term of the Partnership and for a period of [____] months following a Partner's Dissociation or withdrawal, each Partner agrees not to directly or indirectly engage in, own, manage, operate, control, or participate in any business that competes with the Partnership's business within [________________________________] (the "Restricted Area").

(b) The Partners acknowledge that this non-compete restriction is reasonable in scope, geographic area, and duration, and is necessary to protect the legitimate business interests of the Partnership.

(c) Missouri courts evaluate the enforceability of non-compete agreements under a reasonableness standard, considering the scope of the restraint (geographic and temporal), the nature of the business, and the legitimate business interests being protected. See Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. 2006).

//GUIDANCE: Missouri courts will enforce reasonable non-compete provisions between business partners. Ensure the geographic scope and time period are narrowly tailored to the Partnership's actual business territory and reasonable needs. Missouri courts have the power to "blue pencil" (modify) overly broad restrictions.

7.3 Non-Solicitation. During the term of the Partnership and for a period of [____] months following a Partner's Dissociation, no Partner shall directly or indirectly solicit, hire, recruit, or attempt to hire any employee, independent contractor, customer, client, vendor, or supplier of the Partnership.

7.4 Confidentiality.

(a) Each Partner shall maintain in strict confidence all Confidential Information of the Partnership and shall not disclose such information to any third party without the prior written consent of the other Partners, except as required by law or court order.

(b) "Confidential Information" means all non-public information relating to the Partnership's business, finances, operations, customers, suppliers, trade secrets, and proprietary methods, whether written, oral, or electronic.

(c) The obligations set forth in this Section 7.4 shall survive the dissociation or withdrawal of any Partner and the dissolution and winding up of the Partnership for a period of [____] years.

(d) Missouri trade secret law is governed by the Missouri Uniform Trade Secrets Act, RSMo § 417.450 et seq., which provides additional protections and remedies for misappropriation of trade secrets.

7.5 Duty of Loyalty. Each Partner owes a duty of loyalty to the Partnership and the other Partners as provided in RSMo § 358.210, including the duty to account to the Partnership for any benefit, and hold as trustee for it, any profits derived by such 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 such Partner of Partnership property.

7.6 Duty of Care. Each Partner shall conduct the business of the Partnership with reasonable care and diligence, consistent with the standard of care applicable to partners under Missouri law.

7.7 Good Faith and Fair Dealing. Each Partner shall discharge its duties under this Agreement consistent with the implied obligation of good faith and fair dealing recognized under Missouri law.

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 prospects, (c) any pending or threatened litigation, arbitration, or governmental investigation involving the Partnership, and (d) any event that could reasonably be expected to result in the dissolution of the Partnership.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on [________________________________] of each calendar year, or such other date as the Partners may determine by Majority Interest vote.

8.2 Method of Accounting. The Partnership's books and records shall be maintained on the [cash / accrual] basis of accounting, in accordance with generally accepted accounting principles (GAAP) consistently applied, or such other method as the Partners may approve.

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 address of each Partner;
(b) A copy of this Agreement and all amendments thereto;
(c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;
(d) Financial statements for the three (3) most recent Fiscal Years;
(e) Books and records reflecting the Partnership's operations and financial condition;
(f) Minutes of all Partner meetings and written consents; and
(g) A record of all Capital Contributions, distributions, and Capital Account balances.

8.4 Inspection Rights. Each Partner shall have the right to inspect and copy the Partnership's books and records upon reasonable demand for any purpose reasonably related to the Partner's interest as a partner, as provided in RSMo § 358.200. The Partnership books shall be kept at the principal place of business and every Partner shall at all times have access to and may inspect and copy any of them.

8.5 Financial Statements. The Partnership shall prepare and deliver to each Partner:

(a) Annual Statements. Within ninety (90) days after the end of each Fiscal Year, a balance sheet, income statement, and statement of cash flows for such Fiscal Year; and

(b) Quarterly Statements. Within forty-five (45) days after the end of each fiscal quarter, an unaudited summary of Partnership financial activity for such quarter.

8.6 Annual Audit.

☐ The Partners elect to have the Partnership's financial statements audited annually by an independent certified public accountant selected by Majority Interest vote. The cost of such audit shall be borne by the Partnership.

☐ The Partners elect not to require an annual audit at this time but reserve the right to require one by Majority Interest vote.

8.7 Bank Accounts. All Partnership funds shall be deposited in accounts in the Partnership's name at one or more banking or financial institutions selected by the Partners. Withdrawals from Partnership accounts shall require the signature(s) of at least [____] Partner(s) or authorized signatory(ies).

8.8 Duty to Render Information. Partners shall render on demand true and full information of all things affecting the Partnership to any Partner or the legal representative of any deceased partner or partner under legal disability, as provided in RSMo § 358.200.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies. The Partnership shall obtain and maintain the following insurance policies from financially sound and reputable insurance companies:

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

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

(c) Property Insurance covering the Partnership's tangible assets at replacement cost;

(d) Workers' Compensation Insurance as required by Missouri law (RSMo Ch. 287) if the Partnership has employees;

(e) Commercial Automobile Insurance (if applicable) with coverage limits of not less than $[________________________________] per occurrence; and

(f) Umbrella / Excess Liability Insurance with coverage limits of not less than $[________________________________].

9.2 Additional Insured. Each Partner shall be named as an additional insured on all liability insurance policies maintained by the Partnership, to the extent commercially available.

9.3 Key Person Insurance. The Partners may elect, by Majority Interest vote, to obtain key person life insurance on one or more Partners, with the Partnership as the beneficiary, to fund the purchase of a deceased Partner's Partnership Interest.

9.4 Risk Management. The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and prudent business practices.

9.5 Review of Coverage. The Partners shall review insurance coverage at least annually and adjust coverage limits as appropriate.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners, their respective Affiliates, and the Partnership (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:

(a) Any breach by the Indemnifying Partner of any representation, warranty, covenant, or obligation under this Agreement;
(b) Any act of fraud, gross negligence, or willful misconduct by the Indemnifying Partner in connection with the Partnership's business; or
(c) Any knowing violation of law by the Indemnifying Partner.

10.2 Partnership Indemnification. The Partnership shall indemnify and hold harmless each Partner from and against any Losses incurred by such Partner by reason of being a Partner, to the fullest extent permitted by the Act, provided that such Partner acted in good faith and in a manner such Partner reasonably believed to be in or not opposed to the best interests of the Partnership.

10.3 Advance of Expenses. The Partnership shall advance reasonable expenses incurred by a Partner in defending any action or proceeding in which indemnification may be sought under this Article 10, subject to repayment 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 to any other Partner for monetary damages arising from the management of the Partnership's business, except for Losses resulting from (i) fraud, (ii) willful misconduct, (iii) a knowing violation of law, or (iv) a material breach of this Agreement.

(b) In no event shall any Partner be liable for consequential, incidental, special, punitive, or exemplary damages in connection with this Agreement or the Partnership's business, regardless of whether such damages are foreseeable.

(c) The aggregate liability of each Partner under this Agreement shall not exceed:

☐ $[________________________________] (the "Liability Cap")
☐ No cap on liability applies

10.5 Exculpation. No Partner shall be personally liable to the Partnership or to any other Partner for any act or omission performed or omitted in good faith and reasonably believed by such Partner to be within the scope of the authority conferred by this Agreement, except in cases of fraud, willful misconduct, or knowing violation of law.

10.6 Joint and Several Liability to Third Parties. The Partners acknowledge that under the Act and RSMo § 358.150, all Partners are liable jointly and severally for everything chargeable to the Partnership under RSMo §§ 358.130 and 358.140. This Agreement does not limit or modify any Partner's liability to third parties.

10.7 Insurance Proceeds. Any indemnification obligations under this Article 10 shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party with respect to the applicable Loss.

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) Compliance with all applicable federal and state securities laws;
(b) The prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests; and
(c) Delivery to the Partnership of an opinion of counsel, in form and substance reasonably satisfactory to the Partnership, that such Transfer is exempt from registration under applicable securities laws.

11.2 Right of First Refusal.

(a) If a Partner (the "Selling Partner") receives a bona fide written offer from a third party to purchase all or any portion of the Selling Partner's Partnership Interest (the "Offer"), the Selling Partner shall deliver written notice of the Offer to the other Partners (the "ROFR Notice"), which shall include a complete copy of the Offer and all material terms thereof.

(b) Each non-selling Partner shall have thirty (30) days from receipt of the ROFR Notice (the "ROFR Period") to elect to purchase the Selling Partner's Interest (or a pro rata portion thereof) on the same terms and conditions as set forth in the Offer.

(c) If the non-selling Partners do not exercise their right of first refusal within the ROFR Period, the Selling Partner may consummate the Transfer to the third-party offeror on terms no more favorable than those set forth in the Offer, provided such Transfer is completed within ninety (90) days after expiration of the ROFR Period.

11.3 Assignment of Interest. Under RSMo § 358.270, a conveyance by a Partner of their interest in the Partnership does not of itself dissolve the Partnership. The assignee of such interest does not become a Partner but merely receives the right to receive profits and surplus to which the assigning Partner would have been entitled.

11.4 Permitted Transfers. Notwithstanding Section 11.1, a Partner may Transfer its Partnership Interest without the consent of the other Partners to (a) a revocable living trust established by such Partner for estate planning purposes, (b) a family member of such Partner (spouse, child, parent, or sibling), or (c) an entity wholly owned by such Partner; provided, however, that the transferee shall execute a joinder agreement in substantially the form attached as Schedule C and shall be bound by all terms of this Agreement.

11.5 Admission of New Partners. A new Partner may be admitted to the Partnership only upon:

(a) The unanimous written consent of all existing Partners;
(b) Execution by the new Partner of a joinder agreement in substantially the form attached as Schedule C;
(c) Payment by the new Partner of such Capital Contribution as the existing Partners may require; and
(d) Amendment of Schedule A to reflect the new Partner's Capital Contribution and Percentage Interest.

11.6 Voluntary Withdrawal.

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

(b) Upon withdrawal, the withdrawing Partner shall be entitled to receive the fair market value of its Partnership Interest, determined as of the date of withdrawal, payable in accordance with Section 11.7.

(c) A Partner who withdraws in contravention of the partnership agreement may be liable for damages resulting from such wrongful withdrawal, pursuant to RSMo § 358.380.

11.7 Buyout upon Withdrawal or Dissolution.

(a) The purchase price for a withdrawing Partner's Interest shall be the fair market value of such Interest as of the date of withdrawal, determined by an independent appraiser mutually agreed upon by the parties, or if the parties cannot agree, by three appraisers (one selected by each party and the third selected by the first two).

(b) The purchase price shall be paid in cash or, at the election of the purchasing Partners, in equal monthly installments over a period not to exceed [____] months, together with interest at the rate of [____]% per annum.

(c) Under RSMo § 358.420, the rights of a retiring partner or the estate of a deceased partner include the right to have the value of their interest ascertained and paid as described therein.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Causes of Dissolution. Under Missouri law (RSMo § 358.290 et seq.), dissolution is defined as "the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business."

12.2 Dissolution Without Violation of Agreement. Dissolution is caused without violation of the Agreement by:

(a) The termination of the definite term or particular undertaking specified in the Agreement;
(b) The express will of any Partner when no definite term or particular undertaking is specified;
(c) The express will of all Partners who have not assigned their interests or suffered them to be charged; or
(d) The expulsion of any Partner from the business in accordance with the Agreement (RSMo § 358.310).

12.3 Dissolution in Contravention of Agreement. Dissolution is caused in contravention of the Agreement by the express will of any Partner at any time (RSMo § 358.310(2)).

12.4 Dissolution by Operation of Law. Dissolution is also caused by:

(a) Any event that makes it unlawful for the business of the Partnership to be carried on or for the Partners to carry it on in partnership;
(b) The death of any Partner (unless this Agreement provides otherwise);
(c) The bankruptcy of any Partner (unless this Agreement provides otherwise); or
(d) A decree of court under RSMo § 358.320.

12.5 Continuation After Dissolution Event.

(a) Notwithstanding Sections 12.2 through 12.4, the Partnership shall not be dissolved upon the death, bankruptcy, or withdrawal of a Partner if, within ninety (90) days after such event, a Majority Interest of the remaining Partners elects to continue the Partnership's business.

(b) If the remaining Partners elect to continue, the Partnership shall purchase the interest of the departing Partner in accordance with Section 11.7.

12.6 Winding Up.

(a) Upon dissolution, the Partners (or such Person as the Partners may designate) shall wind up the Partnership's affairs as expeditiously as is consistent with obtaining fair value for Partnership assets.

(b) The Partnership shall provide notice to known claimants in writing, describing information required in a claim, providing a mailing address, and stating a deadline of no fewer than ninety (90) days from the effective date of notice. Claims not received by the deadline shall be barred.

(c) For unknown claims, the Partnership may publish a notice of winding up requesting persons with claims present them. Claims are barred unless enforcement proceedings are commenced within three (3) years after publication.

(d) Assets shall be distributed in the following order of priority, consistent with RSMo § 358.400:
(i) Payment to creditors other than Partners;
(ii) Payment to Partners in respect of liabilities other than for capital and profits (i.e., loans from Partners);
(iii) Payment to Partners in respect of capital contributions; and
(iv) Payment to Partners in respect of profits.

12.7 Rights of Partners to Application of Partnership Property. Pursuant to RSMo § 358.380, when dissolution is caused by no wrongful act, each Partner (unless otherwise agreed) may have the Partnership property applied to discharge its liabilities and the surplus applied to pay in cash the net amount owing to the respective Partners.

12.8 Final Accounting. Upon completion of winding up, the Partnership shall prepare a final accounting of all Partnership transactions and distributions.

12.9 Termination. The Partnership shall terminate when all assets have been distributed and all filings required to cancel or withdraw the Partnership have been completed.

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 receipt of written notice specifying the breach in reasonable detail;

(b) Becomes a Bankrupt Partner;

(c) Engages in fraud, willful misconduct, or criminal conduct relating to the Partnership or its business;

(d) Is convicted of a felony or any crime involving moral turpitude;

(e) Commits an act of gross negligence causing material harm to the Partnership; or

(f) Fails to make a required Capital Contribution within fifteen (15) days after written demand.

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

(a) Suspension of Rights. Suspend the Defaulting Partner's right to participate in management and voting;

(b) Forced Buyout. Purchase the Defaulting Partner's Partnership Interest at a price equal to [the lesser of / ] the fair market value or book value of such Interest, with a [____]% discount applied to reflect the forced nature of the sale;

(c) Expulsion. Expel the Defaulting Partner from the Partnership by unanimous vote of the Non-Defaulting Partners;

(d) Offset. Offset any amounts owed by the Partnership to the Defaulting Partner against damages caused by the Default;

(e) Specific Performance. Seek specific performance or injunctive relief in any court of competent jurisdiction; and

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

13.3 Cumulative Remedies. The remedies set forth in this Article 13 are cumulative and not exclusive of any other remedies available under this Agreement, the Act, or applicable law.

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

13.5 Statute of Limitations Notice. Under Missouri law (RSMo § 516.110), the statute of limitations for actions upon any writing for the payment of money or property is ten (10) years. This is among the longest statutes of limitations for written contracts in the nation. Partners should be aware that claims arising under this Agreement may be enforceable for up to ten (10) years from the date of breach.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the Partnership (a "Dispute") by direct negotiation between the Partners or their designated representatives. The negotiation period shall be thirty (30) days from the date a Partner delivers written notice of the Dispute to the other Partners.

14.2 Mediation. If a Dispute is not resolved through negotiation within the period specified in Section 14.1, the Partners shall submit the Dispute to non-binding mediation administered by the AAA (or another mediation service agreed upon by the Partners) before any party may commence arbitration or litigation. The mediation shall take place in [________________________________], Missouri.

14.3 Mandatory Arbitration. Any Dispute not resolved through negotiation or mediation within sixty (60) days of the initial Dispute notice shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted as follows:

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

(b) Arbitrator. The tribunal shall consist of one (1) arbitrator with at least ten (10) years of experience in partnership, commercial, or business disputes and who is admitted to practice law in the State of Missouri.

(c) Governing Law. The arbitrator shall apply the laws of the State of Missouri.

(d) Reasoned Award. The arbitrator shall issue a written, reasoned award within sixty (60) days of the close of the arbitration hearing.

(e) Costs. The costs of arbitration (including the arbitrator's fees) shall be borne equally by the parties to the Dispute, unless the arbitrator determines otherwise. Each party shall bear its own attorneys' fees, unless the arbitrator awards attorneys' fees to the prevailing party.

(f) Confidentiality. The arbitration proceedings and any award shall be confidential.

14.4 Injunctive Relief; Exclusive Jurisdiction.

(a) Notwithstanding Sections 14.2 and 14.3, 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, Missouri (the "Exclusive Jurisdiction Courts"), and each Partner irrevocably submits to the exclusive jurisdiction of such courts for that purpose.

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

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

14.6 Judicial Dissolution. Pursuant to RSMo § 358.320, a court may decree a dissolution of the Partnership upon application by or for a Partner in various circumstances, including where a Partner has been guilty of conduct tending to affect prejudicially the carrying on of the business, a Partner willfully or persistently breaches the partnership agreement, the business can only be carried on at a loss, or other circumstances render a dissolution equitable.

14.7 Enforcement of Award. Judgment on any arbitral award may be entered in any court of competent jurisdiction under the Missouri Uniform Arbitration Act, RSMo Ch. 435.

ARTICLE 15: GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners.

15.2 Waiver. No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.3 Entire Agreement. This Agreement (including all Schedules and Exhibits attached hereto) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings of any nature relating to the Partnership.

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

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

15.6 Governing Law. This Agreement and the rights and obligations of the Partners hereunder shall be governed by and construed in accordance with the laws of the State of Missouri, including the Act, without regard to the conflict of laws principles thereof.

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

(a) Upon personal delivery;
(b) One (1) business day after deposit with a nationally recognized overnight courier service, prepaid;
(c) Upon transmission by electronic mail (with confirmation of receipt); or
(d) Three (3) business days after deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested;

in each case addressed to the Partner at the address set forth on Schedule A (or such other address as such Partner may designate by written notice).

15.8 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF, DocuSign, or similar platforms) shall be deemed original signatures and shall be binding.

15.9 Interpretation.

(a) Headings and captions are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(b) "Including" means "including without limitation."
(c) References to Sections, Articles, Schedules, and Exhibits refer to the Sections, Articles, Schedules, and Exhibits of this Agreement unless otherwise specified.
(d) Words in the singular include the plural, and vice versa, as the context requires.

15.10 Force Majeure. Neither the Partnership nor any Partner shall be liable for any delay in or failure of performance caused by events beyond such party's reasonable control, including natural disasters, acts of God, fire, flood, war, terrorism, epidemic, pandemic, governmental actions, labor disputes, or utility failures (each, a "Force Majeure Event"), provided that (a) the affected party gives prompt written notice to the other Partners describing the Force Majeure Event and its expected duration, and (b) the affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

15.11 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to or shall confer upon any Person other than the Partners any rights, benefits, or remedies of any nature whatsoever.

15.12 Construction. This Agreement shall not be construed more strictly against any Partner by reason of the fact that such Partner or its counsel drafted or prepared this Agreement or any part hereof.

15.13 Confidentiality of Agreement. The terms and conditions of this Agreement are confidential and shall not be disclosed by any Partner to any third party except (a) as required by law or court order, (b) to such Partner's legal, tax, and financial advisors, or (c) as necessary to enforce the terms hereof.

15.14 Relationship of Partners. The Partners are co-owners of a partnership and are not, and shall not be construed to be, employer and employee, principal and agent (except as provided in RSMo § 358.090(1)), joint venturers, or participants in a joint enterprise for any purpose other than as described in this Agreement.

ARTICLE 16: MISSOURI-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is governed by the Missouri Uniform Partnership Law, RSMo Ch. 358, as originally enacted. Missouri adopted the Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA). As a result, Missouri partnership law follows the UPA's "aggregate" theory of partnership (treating the partnership as an aggregate of individual partners) rather than the RUPA's "entity" theory. This distinction affects property ownership, partner liability, and dissolution procedures.

16.2 UPA vs. RUPA Implications.

(a) Property Ownership. Under the Missouri UPA, partnership property is held as "tenants in partnership" (RSMo § 358.250). Each Partner has an equal right to possess partnership property for partnership purposes but has no right to use partnership property for personal purposes without consent of the other Partners.

(b) Entity Recognition. Although Missouri follows the UPA's aggregate approach, the Partnership may still own property in the Partnership name, sue and be sued in the Partnership name, and file tax returns as an entity.

(c) Dissolution on Dissociation. Under the UPA, any Partner's dissociation technically causes dissolution. This Agreement modifies that default rule to permit continuation under Section 12.5.

16.3 Partner as Agent of Partnership. Every Partner is an agent of the Partnership for the purpose of its business, and the act of every Partner, including the execution in the Partnership name of any instrument, for apparently carrying on in the usual way the business of the Partnership of which he is a member, binds the Partnership (RSMo § 358.090(1)).

16.4 Fictitious Name Registration.

(a) If the Partnership conducts business under a fictitious or assumed name, it must register such name with the Missouri Secretary of State pursuant to RSMo § 417.200 et seq. and RSMo § 358.065.

(b) Filing details:

• Filing Office: Missouri Secretary of State, Corporations Division
• Address: 600 W. Main Street, P.O. Box 778, Jefferson City, MO 65102
• Phone: (573) 751-4153
• Website: www.sos.mo.gov
• Filing Fee: $7.00 for fictitious name registration
• Duration: Does not expire, but should be updated upon changes

16.5 Ten-Year Statute of Limitations (RSMo § 516.110).

(a) Missouri provides a ten (10) year statute of limitations for actions upon any writing, whether sealed or unsealed, for the payment of money or property (RSMo § 516.110(1)). This is one of the longest statutes of limitations for written contracts in the United States.

(b) Practical Implications for Partners:

• Claims for breach of this written Agreement may be brought up to ten (10) years after the breach occurs;
• Partners should retain all records, correspondence, and documentation related to Partnership transactions for at least ten (10) years;
• Indemnification claims under Article 10 may be enforceable for up to ten (10) years after the indemnifiable event; and
• The five (5) year statute of limitations under RSMo § 516.120 applies to oral agreements and other non-written claims.

(c) Statute of Repose. The Partners should be aware that certain specialized statutes of repose may apply to particular types of claims (e.g., construction, products liability), which may override the general ten-year period.

16.6 Missouri Partnership Tax Obligations.

(a) Form MO-1065 (Partnership Return of Income). The Partnership must file Missouri Form MO-1065 if federal Form 1065 is required to be filed and the Partnership has (i) a Partner who is a Missouri resident, or (ii) any income derived from Missouri sources, pursuant to RSMo § 143.581.

(b) Filing Deadline. Form MO-1065 is due on or before the 15th day of the 4th month following the close of the taxable year (April 15 for calendar-year partnerships). Extensions are available.

(c) Informational Return. The Missouri Partnership Return of Income is an informational return. All income flows through to the Partners and must be reported on their individual Missouri income tax returns.

(d) Missouri Tax Filing Details:

• Agency: Missouri Department of Revenue
• Address: 301 W. High Street, P.O. Box 3022, Jefferson City, MO 65105-3022
• Phone: (573) 751-4541
• Website: dor.mo.gov
• Form MO-1065 Due Date: April 15 (calendar year) or 15th day of 4th month after fiscal year end
• Extension: Available upon request

(e) Withholding for Nonresident Partners. The Partnership may be required to withhold Missouri income tax on behalf of nonresident Partners pursuant to RSMo § 143.411.

(f) Missouri Income Tax Rates. Missouri imposes a graduated individual income tax. As of 2024, the top marginal rate has been reduced and is subject to further scheduled reductions. Partners should consult a tax advisor for current rates.

16.7 Missouri Employment Law Considerations.

(a) If the Partnership employs individuals (as opposed to the Partners themselves), it must comply with all applicable Missouri employment laws, including but not limited to:

• Missouri Minimum Wage Law (RSMo § 290.500 et seq.);
• Missouri Human Rights Act (RSMo Ch. 213);
• Missouri Workers' Compensation Law (RSMo Ch. 287); and
• Missouri Employment Security Law (RSMo Ch. 288).

(b) Partners are generally not considered employees of the Partnership for purposes of Missouri employment law, but this characterization depends on the specific facts and circumstances.

16.8 Joint and Several Liability. Under RSMo § 358.150, all Partners are jointly and severally liable for everything chargeable to the Partnership under RSMo §§ 358.130 (wrongful acts) and 358.140 (breach of trust). For other Partnership obligations, Partners are jointly liable under RSMo § 358.150.

16.9 Partnership Property — Tenancy in Partnership. Under RSMo § 358.250, the incidents of tenancy in partnership include:

(a) Equal right of possession for partnership purposes;
(b) Right of possession not assignable except in connection with the assignment of rights of all Partners;
(c) Not subject to attachment or execution except on a claim against the Partnership;
(d) On death of a Partner, rights in specific partnership property vest in the surviving Partner(s); and
(e) The deceased Partner's interest is in the right to an accounting of the value of that Partner's interest.

16.10 Right to Account. Any Partner shall have the right to a formal account of Partnership affairs (RSMo § 358.220):

(a) If wrongfully excluded from the Partnership business or possession of Partnership property;
(b) If provided for in the Agreement;
(c) As provided by RSMo § 358.210 (duty to account); or
(d) Whenever other circumstances render it just and reasonable.

16.11 Missouri Real Property. If the Partnership acquires real property in Missouri, the Partners should note that pursuant to RSMo § 358.100, Partnership property held in the name of the Partnership may be transferred by an instrument of transfer executed by a partner in the Partnership name.

ARTICLE 17: EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above, intending to be legally bound hereby.

PARTNER SIGNATURE BLOCKS

PARTNER 1:

Name: [________________________________]
Signature: _____________________________________________
Title (if entity): [________________________________]
Date: [__/__/____]
Address: [________________________________]

PARTNER 2:

Name: [________________________________]
Signature: _____________________________________________
Title (if entity): [________________________________]
Date: [__/__/____]
Address: [________________________________]

PARTNER 3:

Name: [________________________________]
Signature: _____________________________________________
Title (if entity): [________________________________]
Date: [__/__/____]
Address: [________________________________]

PARTNER 4:

Name: [________________________________]
Signature: _____________________________________________
Title (if entity): [________________________________]
Date: [__/__/____]
Address: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF MISSOURI
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned Notary Public, personally appeared:

[________________________________]

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

WITNESS my hand and official seal.

Notary Public Signature: _____________________________________________
Printed Name: [________________________________]
My Commission Expires: [__/__/____]
Commission Number: [________________________________]

[NOTARIAL SEAL]

SCHEDULE A: PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total: $[________________________________] | Total: 100%

Description of Non-Cash Contributions (if applicable):

Partner: [________________________________]
Description of Property: [________________________________]
Agreed Fair Market Value: $[________________________________]
Liabilities Assumed by Partnership: $[________________________________]

SCHEDULE B: MANAGING PARTNER AUTHORITY AND LIMITATIONS

The Managing Partner designated in Section 5.5 shall have the following specific authority and limitations:

Authorized Actions (without further Partner approval):

☐ Execute contracts in the ordinary course of business with a value not exceeding $[________________________________]
☐ Hire and terminate employees with annual compensation not exceeding $[________________________________]
☐ Open and manage bank accounts
☐ File tax returns and make tax elections (other than elections requiring Partner approval)
☐ Engage vendors and service providers in the ordinary course
☐ Other: [________________________________]

Prohibited Actions (requiring Partner approval per Section 5.3):

☐ All Major Decisions listed in Section 5.3
☐ Other: [________________________________]

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby acknowledges that it has received and reviewed a complete copy of the General Partnership Agreement dated [__/__/____] (the "Agreement") among the Partners of [________________________________] (the "Partnership"), and hereby agrees to be bound by all terms and conditions of the Agreement as though the New Partner were an original signatory thereto.

The New Partner's Capital Contribution, Percentage Interest, and other relevant information are as follows:

Name: [________________________________]
Address: [________________________________]
Capital Contribution: $[________________________________]
Percentage Interest: [____]%

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

NEW PARTNER:

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

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

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

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

SCHEDULE D: DESCRIPTION OF PARTNERSHIP PROPERTY

DISCLAIMER: This template is provided for informational and educational purposes only and does not constitute legal advice. This document must be reviewed, customized, and approved by a qualified attorney licensed in the State of Missouri before execution. Laws change frequently, and all statutory citations should be verified at the time of use. The use of this template does not create an attorney-client relationship. Neither the template provider nor ezel.ai assumes any liability for the use of this template.

Template prepared for use on ezel.ai legal platform. Last updated: 2026-02-27.
Governed by: Missouri Uniform Partnership Law, RSMo Ch. 358.