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)

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. Dissociation; Dissolution; Winding Up
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, as amended.

"Adjusted Capital Account" means a Partner's Capital Account as adjusted pursuant to 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.

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

"Bankruptcy" means, with respect to any Partner, (i) the filing of a voluntary petition under federal bankruptcy laws, (ii) the entry of an order for relief against such Partner under federal bankruptcy laws, (iii) the making of a general assignment for the benefit of creditors, or (iv) the appointment of a receiver or trustee for such Partner's assets.

"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.

"Code" means the Internal Revenue Code of 1986, as amended.

"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.

"Force Majeure Event" has the meaning set forth in Section 11.4.

"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.

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

3. FORMATION; NAME; PURPOSE; TERM

3.1 Formation

The Partners hereby form a general partnership under the North Carolina Uniform Partnership Act, N.C.G.S. Chapter 59, effective as of the Effective Date. The Partners shall execute and file such certificates or documents as may be required by law.

3.2 Partnership Name

The Partnership shall conduct its business under the name "[PARTNERSHIP NAME]" or such other name as the Partners may unanimously approve, provided such name complies with N.C.G.S. § 59-84.1 and all applicable assumed name registration requirements.

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

If required by law, the Partnership's registered agent shall be [REGISTERED AGENT NAME] and the registered office shall be [REGISTERED OFFICE ADDRESS], North Carolina.

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 in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

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; provided, however, that no allocation shall be made that would cause a Partner's Adjusted Capital Account to have a deficit balance.

5.3 Regulatory Allocations

Notwithstanding Section 5.2, allocations shall be made as necessary to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2, including:
(a) Qualified income offset;
(b) Minimum gain chargeback;
(c) Partner nonrecourse debt minimum gain chargeback;
(d) Nonrecourse deductions allocations.

5.4 Tax Allocations

For federal and North Carolina income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated in accordance with the allocation of corresponding Net Profits and Net Losses under Section 5.2, except as otherwise required by Code Section 704(c) 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 such distribution would violate the Act or render the Partnership insolvent.

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 as the "partnership representative" within the meaning of Code Section 6223 and shall have sole authority to act on behalf of the Partnership in all tax matters, including tax audits, examinations, and proceedings.

5.8 Tax Elections

The Partnership Representative may make any tax elections permitted under the Code, including:
(a) An election under Code Section 754 to adjust the basis of Partnership property;
(b) Elections regarding depreciation methods;
(c) Any election necessary to avoid the centralized partnership audit regime.

6. MANAGEMENT; VOTING; MEETINGS

6.1 Management Authority

The Partners shall manage the Partnership collectively. Each Partner shall have an equal voice in management decisions, subject to the voting requirements set forth herein.

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 Non-Competition

(a) During the term of the Partnership and for [12-24] months following a Partner's withdrawal or dissociation, no Partner shall, without the prior written consent of a Majority Interest, directly or indirectly engage in any business that is competitive with the Partnership's business within [GEOGRAPHIC SCOPE - e.g., North Carolina or a radius].
(b) This restriction shall be enforceable to the maximum extent permitted by North Carolina law, including N.C.G.S. § 75-4.

8.4 Non-Solicitation

During the term of the Partnership and for [12-24] months thereafter, no Partner shall solicit any employee, customer, or vendor of the Partnership for the Partner's own benefit or the benefit of any third party.

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 Duty of Loyalty

Each Partner owes a duty of loyalty to the Partnership and the other Partners, including:
(a) Accounting to the Partnership for any benefit derived from Partnership activities;
(b) Refraining from dealing with the Partnership as an adverse party;
(c) Refraining from competing with the Partnership except as permitted herein.

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 Rights

Each Partner may, upon reasonable notice, inspect and copy the books and records during normal business hours at the principal office, as provided in N.C.G.S. § 59-74.

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 (Schedule K-1) within [60] days after Fiscal Year end;
(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 North Carolina law (N.C.G.S. Chapter 97);
(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

The Partnership shall indemnify, defend, and hold harmless each Partner from and against Losses arising from such Partner's activities on behalf of the Partnership, provided such activities were:
(a) Within the scope of the Partner's authority;
(b) Performed in good faith and in a manner reasonably believed to be in the Partnership's best interests;
(c) Not constituting gross negligence, willful misconduct, or fraud.

11.3 Limitation of Liability

(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages except for (i) fraud, (ii) willful misconduct, (iii) gross negligence, or (iv) knowing violation of law.
(b) IN NO EVENT SHALL ANY PARTNER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES arising out of or relating to this Agreement, regardless of whether such damages were foreseeable.
(c) Aggregate Liability Cap: The aggregate liability of any Partner under this Agreement shall not exceed $[LIABILITY CAP] or such Partner's Capital Contribution, whichever is [GREATER/LESSER].

11.4 Force Majeure

Neither the Partnership nor any Partner shall be liable for failure to perform obligations (other than payment obligations) to the extent such failure is caused by acts beyond reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, pandemic, or other events ("Force Majeure Event"), provided that the affected party gives prompt notice and resumes performance as soon as reasonably practicable.

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

A transferee who is not admitted as a Partner shall be an assignee entitled only to receive allocations and distributions attributable to the transferred Interest, without any right to participate in management or vote.

12.6 Withdrawal

(a) A Partner may withdraw from the Partnership upon at least [90] days' prior written notice to the other Partners.
(b) A withdrawing Partner shall receive payment for its Interest as determined under Section 12.7.
(c) Withdrawal in violation of this Agreement may result in liability for damages to the Partnership and remaining Partners.

12.7 Buyout of Withdrawing or Dissociated Partner

(a) The buyout price shall be the fair market value of the Partner's Interest, determined by agreement or, if the parties cannot agree, by an independent appraiser selected by a Majority Interest.
(b) The buyout price shall be paid in [LUMP SUM / INSTALLMENTS over [12-36] months] with interest at [PRIME RATE + X%].
(c) The Partnership may offset against the buyout price any amounts owed by the departing Partner.

13. DISSOCIATION; DISSOLUTION; WINDING UP

13.1 Events Causing Dissociation

A Partner becomes dissociated from the Partnership upon:
(a) The Partner's death (if an individual) or dissolution (if an entity);
(b) The Partner's Bankruptcy;
(c) Withdrawal pursuant to Section 12.6;
(d) Expulsion by unanimous vote of the other Partners for cause;
(e) Entry of a court order of dissociation under N.C.G.S. § 59-57.

13.2 Effect of Dissociation

(a) Dissociation does not automatically cause dissolution if the Partnership continues with remaining Partners.
(b) A dissociated Partner's Interest shall be purchased in accordance with Section 12.7.
(c) A dissociated Partner remains liable for Partnership obligations incurred prior to dissociation.

13.3 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of:
(a) Unanimous written agreement of all Partners;
(b) Sale or disposition of all or substantially all Partnership assets followed by distribution of proceeds;
(c) Entry of a decree of judicial dissolution under N.C.G.S. § 59-63;
(d) Administrative dissolution;
(e) Any other event causing dissolution under the Act, unless the remaining Partners elect to continue within [90] days.

13.4 Winding Up

Upon dissolution:
(a) The Partners (or a liquidating Partner designated by a Majority Interest) shall wind up the Partnership's affairs;
(b) Partnership assets shall be liquidated in an orderly manner;
(c) Proceeds shall be applied in the following order: (i) payment of creditors, including Partners who are creditors; (ii) establishment of reserves for contingent liabilities; (iii) distribution to Partners in accordance with positive Capital Account balances.

13.5 Statement of Dissolution

Upon completion of winding up, the Partners shall file any required statement of dissolution or cancellation with the North Carolina Secretary of State.

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) Becomes subject to Bankruptcy;
(d) Commits fraud, embezzlement, or criminal conduct relating to the Partnership;
(e) Engages in willful misconduct that materially harms the Partnership.

14.2 Remedies

Upon an Event of Default, the non-defaulting Partners may:
(a) Suspend the Defaulting Partner's voting and management rights;
(b) Suspend distributions to the Defaulting Partner;
(c) Purchase the Defaulting Partner's Interest at fair market value less a discount of [15-25]%;
(d) Expel the Defaulting Partner with unanimous consent of non-defaulting Partners;
(e) Pursue any other remedy available at law or equity.

14.3 Attorneys' Fees

The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

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; Exclusive 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 irrevocably submits to the exclusive jurisdiction of such courts for injunctive relief and consents to service of process.
(c) The Partners waive any objection to venue or forum non conveniens.

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 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

15.7 Confidentiality of Proceedings

All mediation and arbitration proceedings shall be confidential, and neither party shall disclose the existence, content, or outcome of such proceedings except as required by law.

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 any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

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

All notices shall be in writing and deemed given upon:
(a) Personal delivery;
(b) Confirmed email (with read receipt or reply);
(c) Overnight courier (one business day after deposit);
(d) First-class mail (three days after deposit), addressed to the Partner at its address set forth on Schedule A or such other address as designated in writing.

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 multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (PDF, DocuSign, or similar) shall be deemed original signatures.

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) Register any assumed name (d/b/a) with the Register of Deeds in each county where business is conducted, pursuant to N.C.G.S. § 66-68;
(b) File any required Statement of Partnership Authority under N.C.G.S. § 59-43.

D.2 Non-Compete Enforceability

Non-compete provisions in this Agreement are intended to comply with North Carolina common law requirements and N.C.G.S. § 75-4, which requires that such restrictions be:
(a) In writing;
(b) Made part of a contract of employment or partnership;
(c) Based on valuable consideration;
(d) Reasonable as to time and territory.

D.3 Partner Liability

Under N.C.G.S. § 59-45, all Partners are jointly and severally liable for all debts and obligations of the Partnership incurred while they are Partners.