Partnership Agreement - General (North Carolina)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NORTH CAROLINA

Formed pursuant to the North Carolina Uniform Partnership Act (N.C.G.S. Chapter 59, Articles 2 through 4A)

TABLE OF CONTENTS

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

1. DOCUMENT HEADER & RECITALS

This General Partnership Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among:

Partner A: [PARTNER A LEGAL NAME], a [STATE] [individual/entity type], with a principal address at [ADDRESS]

Partner B: [PARTNER B LEGAL NAME], a [STATE] [individual/entity type], with a principal address at [ADDRESS]

[Add additional Partners as needed]

(Each a "Partner" and collectively, the "Partners")

1.1 Recitals

A. The Partners desire to associate themselves as a general partnership 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 the terms governing the Partnership.

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:

2. DEFINITIONS

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

"Act" means the North Carolina Uniform Partnership Act, N.C.G.S. Chapter 59, Articles 2 through 4A, as amended.

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

"Agreement" means this General Partnership Agreement, including all Schedules and Exhibits, as amended from time to time.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 5.1.

"Capital Contribution" means, for any Partner, the cash and the agreed fair market value of property (net of liabilities) contributed to the Partnership by such Partner.

"Defaulting Partner" has the meaning set forth in Section 14.1.

"Distributable Cash" means cash available for distribution after payment of operating expenses, debt service, reserves, and other Partnership obligations.

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

"Event of Default" has the meaning set forth in Section 14.1.

"Fiscal Year" means the Partnership's fiscal year as set forth in Section 9.1.

"Losses" has the meaning set forth in Section 11.1.

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

"Net Profits" and "Net Losses" mean the Partnership's income and loss for federal income tax purposes, with adjustments as provided in Section 5.2.

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

"Partnership" means the general partnership formed pursuant to this Agreement.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as adjusted from time to time.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, or other entity.

"Supermajority Interest" means Partners holding at least [75]% of the aggregate Percentage Interests.

3. FORMATION; NAME; PURPOSE; TERM

3.1 Formation; Liability Warning

The Partners hereby associate as co-owners of a business for profit and form an ordinary North Carolina general partnership under N.C.G.S. § 59-36 as of the Effective Date. An ordinary general partnership is not required to file a formation certificate with the Secretary of State. Under N.C.G.S. § 59-45(a), each Partner is jointly and severally liable for the Partnership's acts and obligations. This Agreement does not create registered limited liability partnership status or limit a third party's rights.

3.2 Partnership Name

The Partnership shall conduct its business under the name "[PARTNERSHIP NAME]". If that is an assumed business name, the Partnership shall comply with N.C.G.S. § 59-84.1 and the Assumed Business Name Act, including N.C.G.S. §§ 66-71.4 through 66-71.7.

3.3 Purpose

The purpose of the Partnership is to [DESCRIBE BUSINESS PURPOSE], and to engage in any lawful business activities incidental or ancillary thereto as permitted under the Act.

3.4 Principal Office

The principal office of the Partnership shall be at [ADDRESS], North Carolina, or such other place within or outside North Carolina as the Partners may determine.

3.5 Registered Agent and Office

An ordinary general partnership does not use this clause to claim registered limited liability partnership status. If the Partners later approve and complete registration under N.C.G.S. § 59-84.2, the registered agent shall be [REGISTERED AGENT NAME] and the registered office shall be [REGISTERED OFFICE ADDRESS], North Carolina, subject to a separately verified filing.

3.6 Term

The Partnership shall continue until dissolved in accordance with Section 13 or as otherwise provided by law.

4. PARTNERS; CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

4.1 Partners and Contributions

The names, addresses, Capital Contributions, and Percentage Interests of each Partner are set forth on Schedule A attached hereto.

4.2 Initial Capital Contributions

Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before [DATE] or such other date as the Partners may agree.

4.3 Additional Capital Contributions

(a) No Partner shall be required to make additional Capital Contributions without such Partner's written consent.
(b) If the Partnership requires additional capital, the Partners shall first be offered the opportunity to contribute additional capital pro rata in accordance with their Percentage Interests.
(c) A Partner's failure to make a required additional Capital Contribution may result in dilution as set forth in Section 4.6.

4.4 Interest on Capital

No Partner shall be entitled to interest on any Capital Contribution, except as otherwise unanimously agreed by the Partners.

4.5 Return of Capital

Except as expressly provided herein or required by law, no Partner may withdraw any part of its Capital Contribution without the consent of a Majority Interest.

4.6 Dilution for Non-Contributing Partners

If a Partner fails to make a required additional Capital Contribution within thirty (30) days of the call, the contributing Partners' Percentage Interests shall be increased proportionately based on the relative additional contributions, and the non-contributing Partner's Percentage Interest shall be reduced accordingly.

4.7 Capital Account Maintenance

A separate Capital Account shall be maintained for each Partner using the method selected by the Partnership's qualified tax professional under then-current federal and state tax law.

5. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

5.1 Capital Accounts

Each Partner's Capital Account shall be:
(a) Increased by (i) such Partner's Capital Contributions and (ii) allocations of Net Profits;
(b) Decreased by (i) distributions to such Partner and (ii) allocations of Net Losses.

5.2 Allocation of Net Profits and Net Losses

(a) Net Profits shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) Net Losses shall be allocated to the Partners in proportion to their respective Percentage Interests, subject to any adjustment the Partnership's tax professional determines is required by applicable tax law.

5.3 Regulatory Allocations

Notwithstanding Section 5.2, the Partnership's tax professional shall make any special or regulatory allocation required under then-current federal tax law. Do not use this template as a substitute for tax allocation advice.

5.4 Tax Allocations

For federal and North Carolina income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated consistently with Section 5.2 except to the extent a qualified tax professional determines that then-current law requires another treatment, including for contributed property.

5.5 Distributions

(a) Distributable Cash shall be distributed to the Partners at such times and in such amounts as determined by a Majority Interest, in proportion to their Percentage Interests.
(b) No distribution shall be made if the Partnership cannot pay obligations as they become due or if Applicable Law otherwise prohibits the distribution. The Partnership shall maintain reasonable reserves for known and contingent obligations.

5.6 Tax Distributions

The Partnership shall distribute to each Partner, at least quarterly, an amount sufficient to enable such Partner to pay estimated federal and state income taxes on Partnership income allocable to such Partner, calculated at the highest marginal rate applicable to individuals.

5.7 Partnership Representative

[DESIGNATED PARTNER] is designated to serve as the Partnership's partnership representative for each federal tax year in which applicable law requires one. The representative's authority, elections, notices to Partners, and any replacement shall be administered with advice from the Partnership's tax professional.

5.8 Tax Elections

The Partnership Representative may make tax elections approved by a Majority Interest and recommended by the Partnership's tax professional. No election is represented here as available or advisable for every Partnership or tax year.

6. MANAGEMENT; VOTING; MEETINGS

6.1 Management Authority

The Partners shall manage the Partnership collectively. N.C.G.S. § 59-48 supplies equal-management and partner-majority defaults, but the Partners agree to the Percentage Interest voting rules stated in this Agreement for their internal relationship. Those internal restrictions do not bind a third party without the knowledge required by N.C.G.S. § 59-39.

6.2 Ordinary Business Decisions

Unless otherwise provided herein, decisions regarding ordinary business operations require the affirmative vote of Partners holding a Majority Interest.

6.3 Major Decisions

The following actions (each a "Major Decision") require the unanimous consent of all Partners:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Expulsion of a Partner (except for cause as provided in Section 14);
(d) Sale, lease, exchange, or disposition of all or substantially all Partnership assets outside the ordinary course of business;
(e) Merger, consolidation, or conversion of the Partnership;
(f) Voluntary dissolution of the Partnership;
(g) Incurrence of debt exceeding $[THRESHOLD AMOUNT];
(h) Guaranty of any obligation by the Partnership;
(i) Commencement of any lawsuit or arbitration (except for collection matters under $[AMOUNT]);
(j) Settlement of any claim exceeding $[THRESHOLD AMOUNT];
(k) Any transaction between the Partnership and a Partner or Affiliate.

6.4 Supermajority Decisions

The following actions require the affirmative vote of Partners holding a Supermajority Interest:
(a) Modification of Percentage Interests (except as provided in Section 4.6);
(b) Capital calls exceeding $[THRESHOLD AMOUNT];
(c) Approval of the annual budget and any material deviation therefrom.

6.5 Meetings

(a) Any Partner may call a meeting of Partners upon at least [5-10] business days' written notice stating the time, place, and purpose of the meeting.
(b) Meetings may be held in person, by telephone, or by video conference.
(c) Partners may act without a meeting by written consent signed by the requisite number of Partners.

6.6 Quorum

Partners holding a Majority Interest, present in person, by proxy, or by electronic means, constitute a quorum.

6.7 Proxies

A Partner may vote by written proxy executed by such Partner and delivered to the other Partners prior to the meeting.

6.8 Managing Partner

The Partners may designate one or more Partners as "Managing Partner(s)" with authority to conduct day-to-day operations. The Managing Partner(s) shall be: [NAME(S)] or as otherwise designated by a Majority Interest.

6.9 Compensation of Partners

(a) No Partner shall receive compensation for services rendered as a Partner, except as specifically approved by a Majority Interest (excluding the compensated Partner).
(b) Partners shall be reimbursed for reasonable out-of-pocket expenses incurred on behalf of the Partnership.

7. REPRESENTATIONS AND WARRANTIES

7.1 Representations by All Partners

Each Partner represents and warrants to the other Partners as of the Effective Date:
(a) Authority: Such Partner has full legal right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) No Conflict: The execution, delivery, and performance of this Agreement do not conflict with any agreement, judgment, or law applicable to such Partner.
(c) Investment Purpose: Such Partner is acquiring its Partnership Interest for its own account and not with a view to distribution in violation of securities laws.
(d) Sophistication: Such Partner is sophisticated in business matters and has had the opportunity to consult independent legal and tax advisers.
(e) Accuracy of Information: All information provided by such Partner to the Partnership is true and complete.

7.2 Representations by Entity Partners

Each Partner that is an entity additionally represents and warrants that:
(a) Such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) Such entity has all necessary authorizations to enter into this Agreement.

7.3 Survival

The representations and warranties in this Section 7 shall survive the execution of this Agreement.

8. COVENANTS AND RESTRICTIONS

8.1 Compliance with Law

The Partnership and each Partner shall comply in all material respects with all applicable laws and regulations, including N.C.G.S. Chapter 59.

8.2 Devotion of Time

Each Partner shall devote such time and attention to Partnership business as may be necessary for the successful operation of the Partnership, unless otherwise agreed by the Partners.

8.3 Competition

(a) During the Partner's participation in the Partnership, the Partner shall not compete with the Partnership or divert a Partnership opportunity without the prior written consent of all disinterested Partners.
(b) Optional post-departure restraint: ☐ None. ☐ A separate North Carolina-law restrictive-covenant addendum, drafted for the actual business, time, territory, activities, and consideration, is attached and signed. N.C.G.S. § 75-4 requires a signed writing but does not itself make an otherwise unlawful or unreasonable restraint enforceable. This template does not supply a generic [12-24] month statewide restriction.

8.4 Non-Solicitation

During the Partner's participation in the Partnership, the Partner shall not use Partnership property or confidential information to divert an employee, customer, or vendor for the Partner's own benefit. Any post-departure restriction must be contained in the separately reviewed addendum described in Section 8.3(b).

8.5 Confidentiality

Each Partner shall keep confidential all proprietary information of the Partnership, including business plans, financial information, customer lists, and trade secrets, except as required by law or with the consent of a Majority Interest.

8.6 Fiduciary Accounting

Consistent with N.C.G.S. § 59-51, each Partner shall account to the Partnership for a benefit or profit obtained without the other Partners' consent from the Partnership's formation, conduct, or liquidation or from use of Partnership property. This section supplements, and does not narrow, other duties imposed by Applicable Law.

8.7 Notice of Material Matters

Each Partner shall promptly notify the other Partners of any material breach or default under this Agreement or any material adverse change in the Partnership's business.

9. BOOKS, RECORDS, AND ACCOUNTING

9.1 Fiscal Year

The Fiscal Year of the Partnership shall end on [DECEMBER 31 / OTHER DATE] of each year.

9.2 Books and Records

The Partnership shall maintain complete and accurate books of account using the [CASH / ACCRUAL] method of accounting in accordance with generally accepted accounting principles (GAAP) or such other method as the Partners may determine.

9.3 Records to be Maintained

The Partnership shall maintain at its principal office:
(a) A list of Partners' names, addresses, and Percentage Interests;
(b) Copies of this Agreement and all amendments;
(c) Copies of federal, state, and local tax returns for the three most recent Fiscal Years;
(d) Financial statements for the three most recent Fiscal Years;
(e) Minutes of all Partner meetings and written consents.

9.4 Inspection and Information Rights

Under N.C.G.S. § 59-49, every Partner has access to and may inspect and copy the Partnership books, subject to a lawful agreement about where the books are kept. Under N.C.G.S. § 59-50, each Partner shall provide on demand true and full information concerning Partnership matters to another Partner or the legal representative identified by that section. A reasonable scheduling protocol may facilitate access but may not be used to defeat these rights.

9.5 Financial Reports

The Partnership shall provide to each Partner:
(a) Annual financial statements within [90] days after Fiscal Year end;
(b) Tax information (including any required Schedule K-1) as soon as reasonably practicable and no later than the applicable filing or extension deadline;
(c) Quarterly financial statements within [30] days after quarter end, if requested by any Partner.

9.6 Bank Accounts

Partnership funds shall be deposited in accounts in the Partnership's name. Withdrawals shall require the signature of [ONE / TWO] Partner(s) or such other authorization as the Partners may establish.

9.7 Independent Accountant

The Partners may engage an independent certified public accountant to audit or review the Partnership's financial statements annually. The selection of the accountant shall require a Majority Interest.

10. INSURANCE AND RISK MANAGEMENT

10.1 Required Insurance

The Partnership shall obtain and maintain the following insurance coverages:
(a) Commercial General Liability: With limits of at least $[1,000,000] per occurrence and $[2,000,000] aggregate;
(b) Property Insurance: Covering Partnership property at replacement cost;
(c) Professional Liability/E&O: If applicable, with limits of at least $[AMOUNT];
(d) Workers' Compensation: As required by Applicable Law;
(e) Business Interruption: In amounts reasonably determined by the Partners.

10.2 Additional Insured

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

10.3 Risk Management

The Partnership shall implement and maintain appropriate risk management policies consistent with industry standards.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 Mutual Indemnification

Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any losses, damages, liabilities, claims, judgments, and expenses, including reasonable attorneys' fees ("Losses"), arising out of or relating to:
(a) Any breach by the Indemnifying Partner of this Agreement;
(b) Any breach of the Indemnifying Partner's representations or warranties;
(c) The Indemnifying Partner's gross negligence or willful misconduct;
(d) Any unauthorized act of the Indemnifying Partner that binds the Partnership.

11.2 Partnership Indemnification of Partners

Consistent with N.C.G.S. § 59-48(2), the Partnership shall indemnify a Partner for payments made and personal liabilities reasonably incurred in the ordinary and proper conduct of Partnership business or to preserve its business or property. Any broader contractual indemnity applies only to an authorized act undertaken in good faith for the Partnership and not involving fraud, willful misconduct, gross negligence, or a knowing violation of law.

11.3 Internal Limitation of Liability

(a) Any limitation in this section governs only claims among the Partners and the Partnership. It does not limit a Partner's joint-and-several liability to third parties under N.C.G.S. § 59-45, a duty to account under § 59-51, a contribution obligation, or liability that law does not permit the Partners to limit.
(b) To the extent permitted by law, no Partner shall owe another Partner consequential or incidental damages for an ordinary contractual breach. This exclusion does not apply to fraud, willful misconduct, gross negligence, a knowing violation of law, misuse of Partnership property, or an indemnified third-party claim. Punitive damages are governed by law and are not created or waived here.
(c) Optional internal cap: ☐ No cap. ☐ For an ordinary contractual claim that may lawfully be capped, $[LIABILITY CAP]. Do not use Capital Contribution as an assumed statutory liability cap; an ordinary general partner has no such protection.

11.4 Force Majeure

Neither the Partnership nor a Partner shall be liable for delay in performing a contractual duty, other than a payment duty, caused by an event beyond reasonable control, provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable. This section does not excuse fiduciary accounting, record access, winding-up, third-party, or other duties that Applicable Law makes nonwaivable.

11.5 Third-Party Claims

Partners shall have joint and several liability to third parties for Partnership obligations, as provided by N.C.G.S. § 59-45.

12. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

12.1 Restrictions on Transfer

No Partner may sell, assign, pledge, or otherwise transfer its Partnership Interest (a "Transfer") without:
(a) Compliance with applicable federal and state securities laws;
(b) Obtaining the prior written consent of Partners holding a Majority Interest (which consent may be withheld in the sole discretion of such Partners).

12.2 Right of First Refusal

(a) If a Partner desires to Transfer its Interest and has received a bona fide third-party offer, such Partner (the "Offering Partner") shall first offer its Interest to the other Partners on the same terms.
(b) The other Partners shall have [30] days to accept the offer, pro rata in accordance with their relative Percentage Interests.
(c) If the other Partners do not accept the offer in full, the Offering Partner may complete the Transfer to the third party on substantially the same terms within [90] days.

12.3 Tag-Along Rights

If a Partner proposes to Transfer more than [50]% of its Interest to a third party, each other Partner shall have the right to participate in the Transfer on the same terms, pro rata.

12.4 Admission of New Partners

(a) New Partners may be admitted only with the unanimous consent of all existing Partners.
(b) A new Partner must execute a joinder agreement substantially in the form attached as Schedule C.
(c) Upon admission, Schedule A shall be amended to reflect the new Partner's Capital Contribution and Percentage Interest.

12.5 Assignee Rights

Consistent with N.C.G.S. § 59-57, a transferee who is not admitted as a Partner is entitled only to the assigning Partner's economic rights under the transfer and has no right, during the Partnership's continuance, to manage, demand Partnership information or an account, or inspect Partnership books.

12.6 Withdrawal; Power to Dissolve

(a) A Partner wishing to withdraw shall give at least [90] days' prior written notice. Because this Agreement states no definite term or particular undertaking, the Partnership is at will; a Partner's express will to cease association causes dissolution under N.C.G.S. §§ 59-59 and 59-61(1)(b), even if the notice violates this Agreement.
(b) The withdrawing Partner may owe proven damages if the withdrawal breaches a separate enforceable obligation, but this Agreement does not falsely characterize withdrawal as a statutory “dissociation” that leaves the same ordinary Partnership automatically intact.
(c) Before the effective date, all affected parties may sign a settlement and business-continuation agreement consistent with N.C.G.S. §§ 59-68 and 59-71 through 59-72. Without that agreement, Article 13 governs dissolution and winding up.

12.7 Agreed Retirement or Continuation Buyout

If the retiring Partner, remaining Partners, and any required legal representative agree to continue the business without liquidation, the written settlement shall specify (a) the valuation date and method; (b) treatment of goodwill; (c) payment timing and security; (d) lawful offsets for proven amounts owed; (e) responsibility for existing and future obligations; and (f) creditor releases or indemnity. If they do not agree, the rights in N.C.G.S. §§ 59-68, 59-71, and 59-72 control; this Agreement does not impose an automatic fair-market-value buyout.

13. DISSOLUTION; WINDING UP; CONTINUATION

13.1 Events Causing Dissolution

Consistent with N.C.G.S. § 59-61, dissolution occurs upon:
(a) A Partner's express will to dissolve this at-will Partnership;
(b) The express will of all eligible Partners;
(c) A bona fide expulsion under the power stated in Section 14.2;
(d) An event making the business unlawful;
(e) The death of a Partner;
(f) The bankruptcy of a Partner or the Partnership; or
(g) A decree under N.C.G.S. § 59-62.

13.2 Effect of Dissolution

(a) Under N.C.G.S. § 59-60, dissolution does not terminate the Partnership; it continues for winding up.
(b) A Partner's authority after dissolution is limited as provided in N.C.G.S. §§ 59-63 through 59-65, including acts appropriate for winding up or completing unfinished transactions and certain transactions involving third parties without notice.
(c) Dissolution alone does not discharge an existing Partner liability; N.C.G.S. § 59-66 governs discharge and creditor agreements.

13.3 Judicial Dissolution

A Partner or other applicant identified in N.C.G.S. § 59-62 may request judicial dissolution on a ground that section authorizes. N.C.G.S. § 59-57 concerns assignment of a Partner's interest, and § 59-63 concerns post-dissolution authority; neither is a statutory “dissociation order.” An ordinary unregistered general partnership is not subject to the administrative-dissolution clause formerly stated in this template.

13.4 Winding Up and Distribution

(a) Unless otherwise agreed or ordered, the non-wrongfully dissolving Partners have the right to wind up under N.C.G.S. § 59-67.
(b) Subject to an enforceable contrary agreement, N.C.G.S. § 59-70 ranks liabilities to: (i) creditors other than Partners; (ii) Partners other than for capital and profits; (iii) Partners for capital; and (iv) Partners for profits. Assets and required Partner contributions shall be applied accordingly.
(c) The winding-up Partners shall address reserves, taxes, creditor notice, unfinished transactions, and releases before final distributions.

13.5 Death; Notice; Filings

(a) On a Partner's death, each surviving Partner shall obtain immediate North Carolina counsel concerning the bond N.C.G.S. § 59-74 requires within thirty (30) days before the clerk of superior court in the county where the business was conducted.
(b) The winding-up Partners shall give actual notice to known creditors and consider the publication or posting procedure in N.C.G.S. § 59-65 for persons who knew of the Partnership but lack notice of dissolution.
(c) An ordinary unregistered general partnership does not file a generic “statement of dissolution” with the Secretary of State under the sections cited here. If the Partnership is a registered limited liability partnership or has another filed status, counsel must identify and file the status-specific cancellation or amendment.

14. DEFAULT AND REMEDIES

14.1 Events of Default

An "Event of Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement and fails to cure within [30] days of written notice;
(b) Fails to make a required Capital Contribution within [30] days of the due date;
(c) Commits fraud, embezzlement, or criminal conduct relating to the Partnership;
(d) Engages in willful misconduct that materially harms the Partnership.

14.2 Remedies; Expulsion

After written notice, a reasonable cure opportunity where cure is possible, and a good-faith determination by all disinterested Partners, the Partnership may pursue damages, an accounting, injunctive relief, or another lawful remedy. The non-defaulting Partners may exercise the contractual power to expel a Partner for a material uncured Event of Default only unanimously and bona fide. Under N.C.G.S. § 59-61(1)(d), that expulsion causes dissolution; any continuation and settlement must comply with Article 13. Any valuation may deduct proven damages and amounts owed but may not impose the former automatic [15-25]% penalty discount.

14.3 Reciprocal Attorneys' Fees

To the extent this Agreement is a “business contract” under N.C.G.S. § 6-21.6 and every Partner signs it in a manner that section accepts, a court or arbitrator may award a prevailing Party reasonable attorneys' fees and expenses under this reciprocal provision. Any award remains discretionary and subject to § 6-21.6, including the amount-in-controversy limit for an action primarily seeking monetary damages.

15. DISPUTE RESOLUTION

15.1 Negotiation

The Partners shall first attempt in good faith to resolve any dispute through direct negotiation among the Partners or their designated representatives.

15.2 Mediation

If negotiation fails to resolve the dispute within [30] days, the Partners shall submit the dispute to non-binding mediation administered by a mutually agreed mediator or the American Arbitration Association.

15.3 Mandatory Arbitration

Any dispute not resolved through negotiation or mediation within [60] days shall be submitted to binding arbitration:
(a) Administrator: American Arbitration Association under its Commercial Arbitration Rules;
(b) Location: [CITY], North Carolina;
(c) Arbitrator(s): One (1) arbitrator with at least ten (10) years' experience in partnership or commercial disputes;
(d) Award: The arbitrator shall issue a reasoned award within [90] days of the hearing;
(e) Judgment: Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Injunctive Relief; Court Jurisdiction

(a) Notwithstanding Section 15.3, any party may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [COUNTY], North Carolina, to prevent irreparable harm.
(b) Each Partner consents to personal jurisdiction in a North Carolina court with subject-matter jurisdiction and proper venue for that limited purpose, subject to any nonwaivable procedural right.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-laws principles.

15.6 No Standalone Jury Waiver

The Partners selected binding arbitration for disputes within Section 15.3. This Agreement does not separately waive a jury right in a court proceeding that is outside the arbitration clause or in which the arbitration clause is not enforced.

15.7 Confidentiality of Proceedings

To the extent permitted by the governing forum's rules and Applicable Law, the Partners shall keep nonpublic mediation and arbitration materials confidential, except for disclosures required to obtain advice, comply with law, protect a legal right, or confirm, vacate, or enforce an award. This clause does not bind a court or guarantee that a filing or award will remain sealed.

16. GENERAL PROVISIONS

16.1 Amendments

This Agreement may be amended only by a written instrument executed by all Partners, unless otherwise specified herein.

16.2 Waiver

No failure or delay by any Partner in exercising any right hereunder shall operate as a waiver thereof. No waiver of any breach shall constitute a waiver of any subsequent breach.

16.3 Severability

If a provision is held invalid or unenforceable, the remaining provisions remain effective to the extent they can operate independently. A court may reform a provision only if Applicable Law gives it that authority; this Agreement does not require judicial rewriting.

16.4 Entire Agreement

This Agreement (including all Schedules and Exhibits) constitutes the entire agreement among the Partners concerning the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.

16.5 Notices

Contractual notices shall be in writing and sent by personal delivery, confirmed email, overnight courier, or first-class mail to the Schedule A address or a replacement address designated in writing. A notice affecting dissolution, authority, a creditor, process, tax, or another statutory right must also satisfy the content, timing, and delivery method that Applicable Law requires; this section does not replace those requirements.

16.6 Successors and Assigns

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

16.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts that together form one instrument. A signature may be delivered electronically to the extent permitted by Applicable Law. For the reciprocal fee provision in Section 14.3, each Partner must use a signature method accepted by N.C.G.S. § 6-21.6(b).

16.8 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16.9 No Third-Party Beneficiaries

Nothing in this Agreement is intended to confer upon any Person other than the Partners any rights or remedies hereunder.

16.10 Further Assurances

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

17. EXECUTION BLOCK

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

PARTNER A:

[PARTNER A LEGAL NAME]

Signature: ___________________________________

Printed Name: ________________________________

Title (if entity): ______________________________

Date: _______________________________________

PARTNER B:

[PARTNER B LEGAL NAME]

Signature: ___________________________________

Printed Name: ________________________________

Title (if entity): ______________________________

Date: _______________________________________

[Add additional signature blocks as needed]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B

INITIAL OFFICERS/MANAGING PARTNERS (IF ANY)

SCHEDULE C

FORM OF JOINDER AGREEMENT

The undersigned hereby agrees to be bound by all terms and conditions of the General Partnership Agreement of [PARTNERSHIP NAME] dated [DATE] (the "Agreement"), as a Partner with a Capital Contribution of $[AMOUNT] and a Percentage Interest of [X]%.

The undersigned makes all representations and warranties set forth in Section 7 of the Agreement.

Signature: ___________________________________

Printed Name: ________________________________

Address: ____________________________________

Date: _______________________________________

Accepted by Existing Partners:

Partner A Signature: __________________________ Date: ____________

Partner B Signature: __________________________ Date: ____________

SCHEDULE D

NORTH CAROLINA-SPECIFIC PROVISIONS

D.1 Partnership Filings

While North Carolina does not require registration of general partnerships, the Partnership shall:
(a) Before using an assumed business name, file an assumed business name certificate with the register of deeds in one county where the Partnership does business; filing in every county is not required. The certificate must identify all counties of use and contain the information N.C.G.S. §§ 66-71.4 and 66-71.5 require.
(b) File an amendment within sixty (60) days after a change in required certificate information under N.C.G.S. § 66-71.7.
(c) Do not file a “Statement of Partnership Authority” under N.C.G.S. § 59-43; that section governs Partnership liability for a Partner's wrongful act, not a filing.

D.2 Non-Compete Enforceability

N.C.G.S. § 75-4 requires a signed writing for a contract limiting a person's right to do business in North Carolina, while expressly declining to legalize an agreement that is otherwise illegal. Section 8.3 therefore does not create a generic post-departure non-compete; use a separately reviewed addendum if the Partners choose one.

D.3 Partner Liability

Under N.C.G.S. § 59-45(a), ordinary general Partners are jointly and severally liable for the acts and obligations of the Partnership. A registered limited liability partnership receives different treatment under § 59-45(a1), but this Agreement and Schedule D do not create that status.

Sources and References

• North Carolina General Statutes, Chapter 59 — Partnership, especially §§ 59-36 through 59-74 and § 59-84.1.
• N.C.G.S. § 59-45 — Partner liability.
• N.C.G.S. § 59-49 — Partnership books.
• N.C.G.S. § 59-61 — Causes of dissolution.
• N.C.G.S. § 59-62 — Dissolution by court decree.
• N.C.G.S. § 59-70 — Distribution after dissolution.
• N.C.G.S. § 59-74 — Surviving-partner bond.
• N.C.G.S. § 66-71.4 — Assumed business name filing.
• N.C.G.S. § 75-4 — Signed writing for restraints on doing business.
• N.C.G.S. § 6-21.6 — Reciprocal attorneys' fees in business contracts.