Partnership Agreement - General (North Dakota)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NORTH DAKOTA

Use gate. Use this form only after counsel confirms the intended entity,
business, ownership, partner eligibility, licensing, property title, tax
classification, insurance, and filing path. General partners can bind the
Partnership in ordinary-course transactions and can have personal exposure for
Partnership obligations. Do not use this form to assume limited-liability status.

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

Partner A: [________________________________] ("Partner A")

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Property/title review completed: ☐ Yes ☐ No
• Address: [________________________________]

Partner B: [________________________________] ("Partner B")

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Property/title review completed: ☐ Yes ☐ No
• Address: [________________________________]

Partner C: [________________________________] ("Partner C") (if applicable)

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Property/title review completed: ☐ Yes ☐ No
• Address: [________________________________]

The Partners intend to carry on the business described below as co-owners for profit and to govern their relationship through this Agreement and N.D.C.C. chapters 45-13 through 45-21 (the "Act"). Section 45-14-02 controls whether their conduct forms a partnership, whether or not they intend that legal result.

RECITALS

WHEREAS, the Partners desire to form and operate a general partnership under the laws of the State of North Dakota for the purposes described herein;

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

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

WHEREAS, pursuant to the Act, a partnership is an entity distinct from its partners (N.D.C.C. § 45-14-01), and this Agreement shall govern relations among the partners; and

WHEREAS, the Partners understand that this Agreement cannot vary the nonwaivable rules or third-party rights listed in N.D.C.C. § 45-13-03(2).

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties 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. North Dakota-Specific Provisions
17. Execution and Signature Blocks

ARTICLE 1: DEFINITIONS

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

"AAA" means the American Arbitration Association.

"Act" means N.D.C.C. chapters 45-13 through 45-21, as amended.

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

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

"Bankrupt" means (a) filing a voluntary bankruptcy petition; (b) entry of an order for relief in involuntary bankruptcy; (c) a general assignment for the benefit of creditors; or (d) appointment of a receiver or trustee for substantially all assets.

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of North Dakota are authorized or required to close.

"Capital Account" means the contractual account maintained for each Partner under Section 3.6 and the tax schedule prepared by the Partnership's tax advisor.

"Capital Contribution" means, for any Partner, the total amount of cash and the agreed fair market value of property (net of liabilities) contributed to the Partnership, as set forth in Schedule A.

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

"Dissociation" has the meaning ascribed under the Act.

"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 15.14.

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

"Majority Vote" means the affirmative vote of 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 the amounts determined under the accounting and tax schedule approved by all Partners.

"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 a Partner's entire interest in the Partnership, including rights to profits, losses, distributions, and all other rights and obligations.

"Percentage Interest" means, for any Partner, the percentage set forth on Schedule A.

"Person" means any individual, corporation, partnership, LLC, trust, estate, association, or other entity.

"Statement of Partnership Authority" means the statement described in N.D.C.C. § 45-15-03, if filed with the North Dakota Secretary of State.

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

"Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other voluntary or involuntary disposition.

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Formation and status. The Partners intend their co-owned for-profit business to be a North Dakota general partnership. Under N.D.C.C. § 45-14-01, a partnership is an entity distinct from its partners; Section 45-14-02 supplies the formation rules.

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

[________________________________]

or such other name as the Partners may approve by Majority Vote after counsel completes name, trade-name, licensing, and filing review.

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 North Dakota law.

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

[________________________________]
[________________________________]
[________________________________]

or at such other location as the Partners may determine by Majority Vote.

2.5 Filing and service contact. If a filing or license requires a contact or service agent, counsel shall complete the applicable official form using:

Name: [________________________________]
Address: [________________________________]

2.6 Term. The Partnership shall commence on the Effective Date and continue until dissolved in accordance with Article 12 or as required by the Act.

2.7 Statement of Partnership Authority. The Partners may authorize the filing of a Statement of Partnership Authority with the North Dakota Secretary of State pursuant to N.D.C.C. § 45-15-03.

☐ The Partners elect to file a Statement of Partnership Authority upon execution.
☐ The Partners elect NOT to file a Statement of Partnership Authority at this time.

2.8 Partnership property. Under N.D.C.C. § 45-17-01, a Partner is not a co-owner of Partnership property and has no transferable interest in that property. Title and contribution documents must identify whether property is transferred to the Partnership.

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before the Effective Date.

3.2 Property-source and title review. Before contribution, each Partner shall disclose the property's record owner, source, liens, restrictions, required third-party consents, valuation method, tax basis supplied by an advisor, and transfer instrument. Counsel shall determine whether any spouse, co-owner, lender, regulator, or other person must consent. Schedule E is an acknowledgment form only and does not determine ownership or waive a nonparty's rights.

3.3 Additional Capital Contributions.
(a) No Partner shall be required to make additional Capital Contributions without written consent.
(b) Additional capital requests shall be pro rata unless otherwise unanimously agreed.
(c) A failure to contribute does not cause dilution unless all affected Partners sign a formula and remedy in an amendment after tax, valuation, securities, and enforceability review.

3.4 Interest on Capital. No Partner shall receive interest on Capital Contributions.

3.5 Return of Capital. No Partner may demand return of Capital Contributions except as expressly provided.

3.6 Capital and tax accounts. The Partnership shall maintain a contractual account for each Partner. A tax advisor shall prepare the separate tax-accounting schedule, including allocations, contributed-property treatment, elections, and required special allocations; this Agreement does not prescribe tax results.

3.7 Percentage Interests. Initial Percentage Interests are set forth on Schedule A and shall be adjusted only as expressly provided.

3.8 No Priority. No Partner shall have priority over any other Partner except as provided herein.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.
(a) Contract allocations: [☐ Percentage Interests ☐ Schedule F].
(b) No tax result is promised by this clause.
(c) If a tax rule requires a different allocation, the tax advisor shall prepare a written amendment for Partner approval before filing.

4.2 Special Allocations.
Any special allocation, contributed-property method, deficit-restoration term, minimum-gain provision, or basis election must appear in Schedule F prepared by the Partnership's tax advisor. Blank or inapplicable tax boilerplate has no effect.

4.3 Distributions.
(a) Cash available for distribution (after expenses, obligations, reserves, and applicable tax obligations) shall be distributed at such times and amounts as determined by Majority Vote, but not less frequently than [☐ quarterly ☐ semi-annually ☐ annually].
(b) Pro rata per Percentage Interests unless otherwise unanimously agreed.
(c) Before a distribution, the Partners shall apply the cash-reserve, creditor, and legal-compliance test stated in Schedule F.

4.4 Tax Matters.
(a) Tax classification, filing jurisdictions, reporting persons, withholding, indirect taxes, elections, deadlines, and owner statements shall be determined annually by the tax advisor from the actual Partners, activities, property, and nexus.
(b) Tax representative: [________________________________]. Authority, notice, consultation, settlement, election, and indemnity limits are stated in Schedule F.
(c) No Partner may make or revoke a material tax election without the vote selected here: ☐ unanimous ☐ Supermajority ☐ other: [________________________________].
(d) The Partnership shall deliver tax information by the advisor-selected date: [__/__/____].

4.5 Tax Distributions. Select one: ☐ none required ☐ made under the formula in Schedule F. The formula must state assumed rates, timing, true-up, priority, available-cash limit, and treatment as an advance against later distributions.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 General Management. The business shall be managed collectively by the Partners, subject to voting requirements.

5.2 Voting. Decisions require a Majority Vote. Voting power is proportional to Percentage Interest.

5.3 Major Decisions. The following require unanimous consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Merger, conversion, or reorganization;
(d) Sale of all or substantially all assets;
(e) Voluntary dissolution;
(f) Indebtedness exceeding $[________________________________];
(g) Filing or settling lawsuits exceeding $[________________________________];
(h) Contracts exceeding [____] years;
(i) Related-party transactions;
(j) Change in business purpose;
(k) Filing of Statement of Partnership Authority;
(l) A material tax classification or election; and
(m) Filing of voluntary bankruptcy.

5.4 Supermajority Decisions. The following require Supermajority Vote:
(a) Removal of the Managing Partner;
(b) Capital expenditures exceeding $[________________________________];
(c) Guarantees exceeding $[________________________________]; and
(d) Partner compensation matters.

5.5 Managing Partner.
(a) [________________________________] is designated as the initial Managing Partner.
(b) Removable by Supermajority Vote.
(c) May delegate ministerial duties.

5.6 Meetings.
(a) Regular meetings: at least [☐ monthly ☐ quarterly ☐ semi-annually ☐ annually].
(b) Special meetings: upon five (5) Business Days' written notice.
(c) Meetings may be in person, by telephone, or by video conference.

5.7 Quorum. Majority of Percentage Interests constitutes a quorum.

5.8 Written Consent. Action may be taken by written consent of the requisite Partners.

5.9 Minutes. Minutes and records of written consents shall be maintained.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

6.1 Authority. Full legal right, power, and authority to execute and perform this Agreement.

6.2 Review and intent. The Partner has reviewed the completed Agreement, intends to be bound, and has had an opportunity for independent legal and tax advice.

6.3 No Conflict. Execution does not violate any law, order, or agreement.

6.4 Litigation. No pending or threatened action materially adverse to performance.

6.5 Investment Representation. Partnership Interest acquired for own account and not for distribution.

6.6 Sophistication. Each Partner is sophisticated and has consulted independent advisors.

6.7 Title to Contributions. For contributed property other than services, the Partner has the ownership interest stated in Schedule A, subject to every disclosed lien, restriction, co-owner right, and required consent.

6.8 Property disclosure. The Partner has completed the title, source, lien, consent, valuation, and transfer disclosures in Schedules A, B, and E.

6.9 Survival. Representations survive for the duration of the Partnership.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Statutory duties. Each Partner shall act consistently with the duties of loyalty and care and the obligation of good faith and fair dealing stated in N.D.C.C. § 45-16-04. This Agreement is subject to the nonwaivable limits in § 45-13-03(2).

7.2 Compliance schedule. Before operations begin, counsel shall attach a schedule for the actual business covering licensing, permits, employment, tax, privacy, data security, consumer, professional, environmental, accessibility, export, sanctions, and other applicable requirements. This Agreement does not certify compliance.

7.3 Devotion of Time. Each Partner shall devote such time as reasonably necessary to Partnership business.

7.4 Competition and conflicts. Before dissolution, each Partner shall comply with § 45-16-04(2)(c), including its limited duty not to compete in the conduct of the Partnership business. Any post-dissociation restraint, customer or worker restriction, or broader conflict rule must be in a separately reviewed addendum identifying the protected interest, activity, persons, territory, duration, exceptions, and remedy.

7.5 Confidentiality.
(a) Each Partner shall maintain strict confidentiality of all proprietary information.
(b) Obligation survives for [____] years.

7.6 Post-relationship restrictions. ☐ None. ☐ A counsel-reviewed addendum is attached. This checkbox alone creates no non-solicitation or non-compete covenant.

7.7 Notice of Material Matters. Prompt written notice of material breaches, adverse changes, litigation, or dissociation events.

7.8 Tax implementation. The Partnership shall complete the registrations, returns, payments, exemption documentation, and records identified in the current written tax schedule prepared for its actual activities.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The calendar year, ending [________________________________].

8.2 Method of Accounting. [☐ Cash ☐ Accrual ☐ Other: [________]] as approved by the Partnership's accountant and tax advisor.

8.3 Books and Records. The Partnership shall maintain:
(a) Current Partner list;
(b) This Agreement and amendments;
(c) Tax returns and financial statements;
(d) Filings with the Secretary of State;
(e) Minutes and written consents;
(f) Records of Capital Contributions, distributions, and Capital Accounts; and
(g) Property-title, consent, valuation, and transfer records.

8.4 Information and inspection rights. The Partnership shall provide the access and information required by N.D.C.C. § 45-16-03. This Agreement may set reasonable procedures and copying charges but may not unreasonably restrict statutory access under § 45-13-03(2)(b).

8.5 Financial Statements. The Partnership shall provide:
(a) Annual statements within ninety (90) days of Fiscal Year end;
(b) Quarterly unaudited statements within forty-five (45) days; and
(c) Additional information upon reasonable request.

8.6 Bank Accounts. Funds in Partnership-name accounts. Withdrawals exceeding $[________________________________] require [☐ one ☐ two] signatures.

8.7 Independent Accountant. The Partners may engage an independent CPA annually.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:
(a) Commercial general liability: not less than $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation or an approved equivalent if the insurance schedule requires it;
(d) Professional liability, if applicable: not less than $[________________________________];
(e) Business automobile insurance, if applicable; and
(f) Such other insurance as determined by Majority Vote.

9.2 Additional Insured. Partners shall be named as additional insureds where feasible.

9.3 Annual Review. Insurance shall be reviewed annually.

9.4 Risk Management. Appropriate risk management policies shall be maintained.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Negotiated indemnity only. No Partner owes a contractual defense or indemnity merely because this heading appears. Any indemnity must be completed in Schedule G and state the covered first- or third-party claim, fault standard, exclusions, notice, defense control, settlement authority, advancement, insurance priority, cap, survival, and treatment of the claimant's own conduct.

10.2 Partnership reimbursement and indemnification. The Partnership shall reimburse and indemnify Partners to the extent required by N.D.C.C. § 45-16-01(3) and the additional terms selected in Schedule G, subject to law, available assets, exclusions, procedure, and insurance.

10.3 Advance of Expenses. The Partnership may advance defense expenses, subject to repayment.

10.4 Internal liability allocation. Any internal limitation, damage exclusion, or cap must be stated in Schedule G and reviewed against § 45-13-03(2), § 45-16-04, and the claim at issue. It does not restrict a claimant who did not agree to it or eliminate liability that law does not permit the Partners to eliminate.

10.5 No implied exculpation. Silence in this Agreement does not create exculpation. A proposed exculpation must be explicit in Schedule G and remain within the nonwaivable standards in § 45-13-03(2).

10.6 Third-party liability warning. Under N.D.C.C. § 45-15-06(1), and subject to its exceptions, claimant agreement, and other law, general partners are jointly and severally liable for Partnership obligations. Internal allocations do not change third-party rights. LLP protection requires a valid separate registration; § 45-22-08.1 does not prevent the Partnership or its Partners from pursuing a particular Partner for that Partner's breach of duty.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Transfer without:
(a) Written consent of Partners holding at least [____]% of non-transferring Interests;
(b) Securities law compliance;
(c) Transferee joinder; and
(d) Delivery of every title, lien, consent, and securities-law item identified by counsel.

11.2 Right of First Refusal.
(a) Written notice with offer terms required.
(b) Thirty (30) days to elect.
(c) If not exercised, Transfer proceeds within sixty (60) days on no more favorable terms.

11.3 Permitted Transfers. Without consent, only the following listed transfers are permitted after counsel confirms title, tax, creditor, securities, and admission consequences: [________________________________].

11.4 Admission of New Partners. Unanimous consent and joinder (Schedule C) required.

11.5 Withdrawal and dissociation. A Partner has the statutory power to dissociate under N.D.C.C. § 45-18-02(1). The Partners require [____] days' written notice, but that notice term does not eliminate the power to dissociate. Wrongfulness, damages, dissolution, and any buyout are determined under this Agreement and §§ 45-18-02, 45-19-01, and 45-20-01.

11.6 Effect of transfer. Under N.D.C.C. § 45-17-03, transfer of a Partner's transferable interest alone does not dissociate the Partner, dissolve the Partnership, or entitle the transferee to management, records, or Partnership information during the Partnership's continuance. Admission as a Partner requires the consent stated in this Agreement and applicable law. A court order or other law may require different treatment.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated upon:
(a) Written notice of withdrawal;
(b) An agreed-upon event;
(c) Expulsion under a valid agreement provision;
(d) Judicial expulsion under N.D.C.C. § 45-18-01(5);
(e) Bankruptcy;
(f) Death or entity dissolution; or
(g) Another event stated in § 45-18-01. Counsel shall map the actual event to that section before treating a Partner as dissociated.

12.2 Effect of Dissociation.
(a) Management rights terminate except for authorized winding up;
(b) Duties continue to the extent stated in N.D.C.C. § 45-18-03; and
(c) The Partnership shall purchase the Interest per Section 12.6.

12.3 Dissolution events. N.D.C.C. § 45-20-01 controls dissolution and winding up. It includes different rules for a partnership at will and one for a definite term or undertaking, an agreed event, uncured illegality described in subsection (4), and judicial routes under subsections (5) and (6). The Partnership shall not use a vote formula in this Agreement to override a mandatory event listed in § 45-20-01(4), (5), or (6).

12.4 Notice of Dissolution.
(a) Written notice to Partners, creditors, and known claimants;
(b) Determine with counsel whether to file and, where appropriate, record a Statement of Dissolution under N.D.C.C. § 45-20-05; and
(c) Complete any transaction-specific notice or claim procedure identified by counsel. This Agreement does not impose a general newspaper-publication requirement.

12.5 Winding up. Subject to judicial supervision for good cause, N.D.C.C. § 45-20-03 identifies who may wind up and the available winding-up acts. The authorized person shall preserve value, resolve claims, discharge liabilities, complete filings and returns identified by advisors, and distribute assets under § 45-20-07.

12.6 Buyout after dissociation without winding up. If dissociation does not result in dissolution and winding up, N.D.C.C. § 45-19-01 governs the required purchase, statutory valuation floor, interest, offsets, indemnity, demand and tender process, disclosures, deferral rules, and action deadlines. The Partners select these additional mechanics only if consistent with that section: appraiser [________________________________]; valuation date [__/__/____]; payment security [________________________________].

12.7 Settlement of accounts. The winding-up person shall apply assets and settle Partner accounts under N.D.C.C. § 45-20-07, including creditor claims, surplus, loss allocations, and any required contributions. Schedule F may implement but may not contradict the governing rule.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement without cure within thirty (30) days;
(b) Becomes Bankrupt;
(c) Has an unsatisfied judgment exceeding $[________________________________] for sixty (60) days;
(d) Is convicted of a felony or engages in fraud;
(e) Fails to make a Capital Contribution within thirty (30) days of demand;
(f) Breaches a counsel-approved confidentiality, conflict, or restrictive-covenant provision, if any; or
(g) Materially misstates a property-title, lien, consent, valuation, or transfer disclosure.

13.2 Remedy schedule. A default does not automatically suspend statutory rights, dilute an interest, compel a discounted sale, expel a Partner, or establish injunction elements. Counsel shall complete Schedule G with the available notice, cure, damages, setoff, purchase, expulsion, and equitable-remedy provisions after checking §§ 45-13-03, 45-18-01, 45-18-02, and 45-19-01.

13.3 Cumulative Remedies. All remedies are cumulative.

13.4 Fees and costs — select after counsel review. ☐ Each side bears its own. ☐ The prevailing party may recover reasonable fees and costs to the extent enforceable. ☐ Tribunal allocation under the attached dispute addendum.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. Good-faith negotiation within fifteen (15) Business Days.

14.2 Mediation. If unresolved, mediation by [☐ AAA ☐ JAMS ☐ other: [________________________________]] in [________________________________], North Dakota. Costs shared equally.

14.3 Arbitration — select one. ☐ No arbitration. ☐ The counsel-reviewed arbitration addendum is attached and states scope, administrator, rules, seat, arbitrator qualifications, provisional relief, discovery, confidentiality, fees, award form, court judgment, and any class or jury terms. This checkbox alone does not create an arbitration agreement.

14.4 Provisional relief. A Party may request relief that the selected tribunal may lawfully grant. This Agreement does not presume entitlement, waive bond or other procedural requirements, or expand a court's jurisdiction.

14.5 Court route. Subject to jurisdiction and mandatory venue, non-arbitrated disputes shall be brought in a court serving [________________________________] County, North Dakota, or a federal court with jurisdiction over that county.

14.6 Jury terms — select after counsel review. ☐ No contractual waiver. ☐ Each Partner knowingly and voluntarily waives jury trial for claims arising from this Agreement and acknowledges that the conspicuous clause was negotiable and reviewed with an opportunity for counsel.

14.7 Claim periods. No contractual period is selected. Counsel shall identify the governing claim, accrual rule, tolling, and any enforceable contractual period when a dispute arises.

14.8 Confidentiality. Any confidentiality obligation appears in the dispute addendum and remains subject to disclosure required by law, process, insurer, tax advisor, auditor, or enforcement proceeding.

ARTICLE 15: GENERAL PROVISIONS

15.1 Amendments. Only by written instrument executed by all Partners.

15.2 Waivers. No failure or delay operates as a waiver.

15.3 Entire Agreement. This Agreement supersedes all prior agreements.

15.4 Severability. If a provision is unenforceable, the tribunal shall apply the severability or lawful reformation rule selected in Schedule G; this clause does not authorize a result forbidden by law.

15.5 Governing law. The Partners select North Dakota law, including the Act, subject to mandatory law and conflict-of-laws analysis.

15.6 Successors and Assigns. Binding on heirs, successors, and permitted assigns.

15.7 Notices. Written notices deemed given upon:
(a) Personal delivery;
(b) Overnight courier (one Business Day);
(c) Email with confirmed receipt; or
(d) Certified mail (three Business Days);

addressed per Schedule A.

15.8 Counterparts and electronic exchange. The Partners may sign counterparts and exchange authenticated signature pages electronically after counsel confirms any transaction-specific consent, attribution, delivery, record, notarial, filing, and retention requirement.

15.9 No Third-Party Beneficiaries. Except as provided, no third-party rights.

15.10 Headings. For convenience only.

15.11 Construction. "Including" means "including without limitation."

15.12 Further Assurances. Partners shall execute further documents as reasonably necessary.

15.13 Creditors. No creditor rights unless expressly provided.

15.14 Force majeure. The attached operations schedule identifies covered events, excluded payment and compliance duties, notice, mitigation, allocation, suspension, termination, and resumption. No excuse arises from this heading alone.

ARTICLE 16: NORTH DAKOTA STATUTORY CHECKLIST

16.1 Agreement and mandatory rules. N.D.C.C. § 45-13-03(1) makes the partnership agreement the primary rule for relations among the Partners and between them and the Partnership, with the Act supplying defaults. Subsection 2 lists rules this Agreement cannot vary, including protected access, minimum duty standards, the power to dissociate, specified court and winding-up rules, LLP governing law, and third-party rights.

16.2 Partner authority. Under N.D.C.C. § 45-15-01, each Partner is an agent for Partnership business, and an ordinary-course act can bind the Partnership subject to the section's authority-and-knowledge rules. Schedule D allocates internal authority but does not by itself give a third party notice of a limitation.

16.3 Statement of Partnership Authority. If counsel recommends filing under N.D.C.C. § 45-15-03, use the current official form and complete every required item. A filing's effect differs for real-property and other transactions, and a limitation in a filed statement ordinarily does not itself give a nonpartner knowledge except as the statute provides. Unless earlier canceled, the statement is canceled by operation of law five years after it or its most recent amendment was filed.

16.4 Property and transfers. Sections 45-17-01 and 45-17-03 distinguish Partnership property from a Partner's transferable interest and limit what a transfer alone gives the transferee. Counsel must separately review record title, liens, marital or co-owner interests, securities issues, creditor orders, and admission.

16.5 Dissociation, buyout, and winding up. Before acting, complete a written event map identifying the applicable subsection of §§ 45-18-01, 45-18-02, 45-19-01, and 45-20-01. If winding up occurs, identify the authorized person and follow §§ 45-20-03 through 45-20-07. A filed Statement of Dissolution has the effects stated in § 45-20-05, including the statute's 90-day notice rule for nonpartners.

16.6 Optional LLP path. This Agreement does not make the Partnership an LLP. That status requires the approval and registration described in § 45-22-03. Counsel must check the current name, form, annual-report, fee, registered-agent, professional-rule, insurance, and liability requirements before filing or relying on the shield in § 45-22-08.1.

16.7 Transaction-specific schedules required before signing.

☐ Tax classification, elections, returns, withholding, indirect taxes, and filing dates

☐ Licensing, regulated profession, permits, and ownership eligibility

☐ Employment, worker classification, workplace insurance, and benefits

☐ Real estate, intellectual property, data, privacy, consumer, and environmental matters

☐ Property title, source, liens, valuation, transfer instruments, and required consents

☐ Authority filing, banking resolutions, insurance, and third-party guarantees

ARTICLE 17: EXECUTION AND SIGNATURE BLOCKS

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

PARTNER SIGNATURES

Partner A:

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

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Partner B:

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

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Partner C: (if applicable)

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

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

NOTARY BLOCK — COMPLETE ONLY IF COUNSEL REQUIRES

STATE OF NORTH DAKOTA
COUNTY OF [________________________________]

Attach the current certificate selected by the notary or counsel for the signer, capacity, document, and execution method. Do not ask the notary to use this placeholder as a statutory certificate.

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

[NOTARY SEAL]

SCHEDULE A: PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B: PARTNERSHIP PROPERTY

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned acknowledges receipt and review of the General Partnership Agreement dated [__/__/____].

By executing this Joinder, the undersigned agrees to become a Partner and be bound by all terms.

Name: [________________________________]
Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date: [__/__/____]
Property-title and required-consent review: ☐ Complete ☐ Pending

Signature: _______________________________________________
Date: [__/__/____]
Address: [________________________________]

Third-party consent identified by counsel (if any):
Signature: _______________________________________________ Date: [__/__/____]
Name: [________________________________]

ACKNOWLEDGED BY EXISTING PARTNERS:

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

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

SCHEDULE D: MANAGING PARTNER AUTHORITY

The Managing Partner shall have authority to:

☐ Execute contracts up to $[________________________________]
☐ Hire and terminate employees and contractors
☐ Open and maintain bank accounts
☐ Execute leases not exceeding [____] years
☐ Purchase supplies, equipment, and inventory in the ordinary course
☐ Make routine filings listed in the current tax and compliance schedules
☐ Maintain registrations listed in the current tax and compliance schedules
☐ Other: [________________________________]

The Managing Partner shall NOT take any action listed in Section 5.3 without required consent.

SCHEDULE E: PROPERTY TITLE AND CONSENT REVIEW

Partner: [________________________________]

Contribution or Partnership Interest reviewed: [________________________________]

This schedule records diligence only. It does not classify property, transfer title, bind a nonparty, waive a nonparty's rights, or substitute for a separately drafted consent or transfer instrument.

Partner Signature: _______________________________________________

Date: [__/__/____]

Counsel/advisor notes: [________________________________]

SCHEDULE F: TAX AND ACCOUNTING TERMS

Attach the tax advisor's current written schedule covering classification, fiscal year, accounting method, allocations, contributed property, elections, representative authority, withholding, indirect taxes, filings, deadlines, reserves, and tax distributions.

Tax advisor: [________________________________] Date: [__/__/____]

SCHEDULE G: LIABILITY, REMEDIES, AND DISPUTE ADDENDUM

Attach counsel-approved selections for indemnity procedure, advancement, exclusions, caps, insurance coordination, default remedies, valuation, equitable relief, fees, severability, mediation, arbitration, court route, jury terms, confidentiality, and enforcement. Identify every provision intended to vary an Act default and confirm it remains within N.D.C.C. § 45-13-03(2).

This general-partnership starting point must be completed with its schedules and reviewed by qualified North Dakota counsel and the Partnership's tax advisor before execution or operations.