Partnership Agreement - General (Nebraska)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NEBRASKA

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: [________________________________]
• Address: [________________________________]

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

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Address: [________________________________]

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

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Address: [________________________________]

The Partners hereby form a general partnership (the "Partnership") pursuant to and governed by the Nebraska Uniform Partnership Act of 1998 (Neb. Rev. Stat. §§ 67-401 to 67-467) (the "Act") and the terms and conditions set forth in this Agreement.

RECITALS

WHEREAS, the Partners desire to form and operate a general partnership under the laws of the State of Nebraska 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, the Partners acknowledge that, pursuant to Neb. Rev. Stat. § 67-404, relations among the partners and between the partners and the partnership are governed by the partnership agreement, and to the extent the partnership agreement does not otherwise provide, the Act governs such relations; and

WHEREAS, the Partners intend this Agreement to serve as the "partnership agreement" as defined in Neb. Rev. Stat. § 67-402(7).

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. Nebraska-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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Act.

"AAA" means the American Arbitration Association.

"Act" means the Nebraska Uniform Partnership Act of 1998, Neb. Rev. Stat. §§ 67-401 to 67-467, as amended from time to time.

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account as adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

"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, restated, or supplemented from time to time.

"Bankrupt" means, with respect to any Partner, (a) the filing of a voluntary petition in bankruptcy; (b) the entry of an order for relief in an involuntary bankruptcy proceeding; (c) the making of a general assignment for the benefit of creditors; or (d) the appointment of a receiver or trustee for substantially all of such Partner's assets.

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

"Capital Account" means the capital account maintained for each Partner in accordance with Section 3.5 and Treasury Regulation Section 1.704-1(b)(2)(iv).

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

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

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

"Dissociation" has the meaning set forth in Neb. Rev. Stat. § 67-431.

"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, for each Fiscal Year or other period, the Partnership's taxable income or loss for such period, determined in accordance with Code Section 703(a), with appropriate adjustments.

"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 such Partner's right to share in Net Profits, Net Losses, distributions, and all other rights and obligations under this Agreement and the Act.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as amended from time to time in accordance with this Agreement.

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

"Statement of Partnership Authority" means the statement described in Neb. Rev. Stat. § 67-407, if filed with the Nebraska 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.

"Treasury Regulations" means the regulations promulgated under the Code by the U.S. Department of the Treasury.

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is hereby formed as a general partnership under the laws of the State of Nebraska, effective as of the Effective Date, pursuant to the Act. The rights and liabilities of the Partners shall be as provided in the Act, except as otherwise expressly provided in this Agreement. To the extent permitted by the Act, the terms of this Agreement shall control.

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

[________________________________]

or such other name as the Partners may approve by Majority Vote. The Partnership shall comply with any applicable fictitious name registration requirements under Nebraska law, including Neb. Rev. Stat. § 87-219 et seq., if conducting business under a name other than the true names of all Partners.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

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

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

[________________________________]
[________________________________]
[________________________________]

or at such other location within or outside the State of Nebraska as the Partners may determine by Majority Vote.

2.5 Registered Agent. If the Partnership files a Statement of Partnership Authority or any other document with the Nebraska Secretary of State that requires designation of a registered agent, the initial registered agent shall be:

Name: [________________________________]
Address: [________________________________]

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

2.7 Statement of Partnership Authority. The Partners may, by Majority Vote, authorize the filing of a Statement of Partnership Authority with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. § 67-407 to evidence the authority of the Partners to act on behalf of the Partnership.

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

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such later date as specified on Schedule A). The nature and amount of each Partner's initial Capital Contribution are as follows:

3.2 Additional Capital Contributions.
(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.
(b) If the Partners determine that additional capital is needed, additional contributions shall be requested on a pro rata basis in accordance with Percentage Interests unless otherwise unanimously agreed.
(c) A Partner who fails to make a required additional Capital Contribution within thirty (30) days of written notice may be subject to dilution of such Partner's Percentage Interest as determined by the non-defaulting Partners.

3.3 Interest on Capital Contributions. No Partner shall be entitled to receive interest on any Capital Contribution.

3.4 Return of Capital Contributions. Except as expressly provided herein or as required by the Act, no Partner shall have the right to demand the return of any Capital Contribution.

3.5 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:
(a) Increased by (i) the amount of money contributed by such Partner, (ii) the fair market value of property contributed by such Partner (net of liabilities), and (iii) allocations of Net Profits;
(b) Decreased by (i) the amount of money distributed to such Partner, (ii) the fair market value of property distributed to such Partner (net of liabilities), and (iii) allocations of Net Losses.

3.6 Percentage Interests. The initial Percentage Interests of the Partners are set forth on Schedule A. Percentage Interests shall be adjusted only as expressly provided in this Agreement.

3.7 No Priority. Except as otherwise provided herein, no Partner shall have priority over any other Partner with respect to the return of Capital Contributions or allocation of Net Profits, Net Losses, or distributions.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.
(a) Net Profits and Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests, unless otherwise provided in this Article 4.
(b) The Partners intend that the allocations under this Agreement satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b)(2).
(c) In the event any allocation would cause a Partner to have a deficit Capital Account balance in excess of such Partner's obligation to restore a deficit balance, such allocation shall be made to the other Partners in proportion to their respective Percentage Interests.

4.2 Special Allocations.
(a) Qualified Income Offset. In the event any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner's Capital Account as quickly as possible.
(b) Minimum Gain Chargeback. Notwithstanding any other provision hereof, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be allocated items of income and gain in accordance with Treasury Regulation Section 1.704-2(f).
(c) Section 704(c) Allocations. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall be shared among the Partners so as to take into account the variation between the adjusted tax basis and fair market value at the time of contribution.

4.3 Distributions.
(a) Cash available for distribution (after payment of, or provision for, all Partnership expenses and obligations and establishment of reasonable reserves) shall be distributed to the Partners at such times and in such amounts as the Partners may determine by Majority Vote, but not less frequently than [☐ quarterly ☐ semi-annually ☐ annually].
(b) All distributions shall be made pro rata in accordance with the Partners' respective Percentage Interests, unless otherwise unanimously agreed.
(c) No distribution shall be made if, after giving effect to the distribution, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

4.4 Tax Matters.
(a) Tax Classification. The Partnership shall be treated as a partnership for federal and Nebraska state income tax purposes. The Partnership shall not elect to be classified as an association taxable as a corporation.
(b) Partnership Representative. [________________________________] is hereby designated as the "partnership representative" within the meaning of Code Section 6223 (the "Partnership Representative"). The Partnership Representative shall have all authority granted under Code Sections 6221 through 6241 (the "Centralized Partnership Audit Regime").
(c) Tax Returns. The Partnership shall timely prepare and file all required federal and state tax returns, including IRS Form 1065 and Nebraska Form 1065N (Nebraska Return of Partnership Income), and shall furnish each Partner with Schedule K-1 and Nebraska Schedule K-1N within seventy-five (75) days after the close of each Fiscal Year.
(d) Nebraska Withholding. The Partnership shall comply with Neb. Rev. Stat. § 77-2727 regarding income tax withholding on nonresident partners' shares of Nebraska-source income, unless the nonresident partner provides a completed Nebraska Form 12N (Agreement of Nonresident Partner to File a Nebraska Individual Income Tax Return).
(e) Tax Elections. The Partnership shall make or refrain from making the following tax elections (as checked):

• ☐ Election under Code Section 754 to adjust the basis of Partnership assets
• ☐ Election to use the cash method of accounting
• ☐ Election to use the accrual method of accounting
• ☐ Election out of the Centralized Partnership Audit Regime (if eligible)
• ☐ Nebraska Pass-Through Entity Tax (PTET) election for tax years beginning on or after January 1, 2024

4.5 Tax Distributions. Notwithstanding any other provision, the Partnership shall distribute to each Partner, on a quarterly basis, an amount at least sufficient to enable each Partner to pay its estimated federal and Nebraska state income tax obligations attributable to such Partner's share of Partnership income (the "Tax Distribution"). The Tax Distribution amount shall be calculated using the highest combined marginal federal and Nebraska state income tax rate applicable to any Partner.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 General Management. Except as otherwise provided in this Agreement, the business and affairs of the Partnership shall be managed collectively by the Partners. Each Partner shall have equal rights in the management and conduct of the Partnership business, subject to the voting requirements set forth herein.

5.2 Voting. Unless otherwise stated in this Agreement, any decision or action shall require a Majority Vote. Each Partner shall have voting power proportional to such Partner's Percentage Interest.

5.3 Major Decisions. The following actions shall require the unanimous written consent of all Partners:
(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner;
(c) Merger, conversion, or reorganization of the Partnership;
(d) Sale, lease, or other disposition of all or substantially all of the Partnership's assets;
(e) Voluntary dissolution of the Partnership;
(f) Incurrence of indebtedness exceeding $[________________________________] in the aggregate;
(g) Filing or settling any lawsuit or claim exceeding $[________________________________];
(h) Entry into any contract with a term exceeding [____] years;
(i) Any transaction between the Partnership and a Partner or an Affiliate of a Partner;
(j) Change in the principal purpose of the Partnership;
(k) Filing of a Statement of Partnership Authority pursuant to Neb. Rev. Stat. § 67-407; and
(l) Filing of a voluntary petition in bankruptcy.

5.4 Supermajority Decisions. The following actions shall require a Supermajority Vote:
(a) Removal of the Managing Partner;
(b) Approval of Capital Expenditures exceeding $[________________________________];
(c) Entry into any guarantee or indemnity on behalf of the Partnership exceeding $[________________________________]; and
(d) Establishment or modification of compensation for any Partner.

5.5 Managing Partner.
(a) The Partners hereby designate [________________________________] as the initial Managing Partner. The Managing Partner shall have authority to conduct the day-to-day operations and affairs of the Partnership, subject to the limitations set forth in this Agreement.
(b) The Managing Partner shall serve at the pleasure of the Partners and may be removed or replaced by Supermajority Vote.
(c) The Managing Partner may delegate ministerial duties to employees, agents, or independent contractors as reasonably necessary.

5.6 Meetings.
(a) Regular meetings of the Partners shall be held at least [☐ monthly ☐ quarterly ☐ semi-annually ☐ annually] at the principal office or such other place as the Partners may agree.
(b) Special meetings may be called by any Partner upon at least five (5) Business Days' prior written notice specifying the time, place, and purpose thereof.
(c) Meetings may be held in person, by telephone, by video conference, or by any other means of communication that permits all Partners to participate simultaneously.

5.7 Quorum. Partners holding a majority of the aggregate Percentage Interests, present in person or by proxy, shall constitute a quorum for the transaction of business.

5.8 Written Consent. Any action that may be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action is signed by the requisite number of Partners necessary to authorize such action.

5.9 Minutes and Records. Minutes of all meetings and records of all written consents shall be maintained by the Partnership and made available for inspection by any Partner.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and the Partnership as of the Effective Date and, with respect to any subsequently admitted Partner, as of the date of such Partner's admission:

6.1 Authority. Such Partner has full legal right, power, and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. If such Partner is an entity, this Agreement has been duly authorized by all necessary corporate, company, partnership, or other entity action.

6.2 Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws.

6.3 No Conflict. The execution, delivery, and performance of this Agreement does not and will not (a) violate any law, rule, regulation, order, judgment, or decree applicable to such Partner; (b) conflict with or result in a breach of any agreement to which such Partner is a party; or (c) require any consent, approval, or authorization not already obtained.

6.4 Litigation. There is no pending or threatened action, suit, or proceeding that would materially adversely affect such Partner's ability to perform its obligations under this Agreement.

6.5 Investment Representation. Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to distribution or resale.

6.6 Sophistication and Independent Advice. Such Partner is a sophisticated investor who has had the opportunity to consult with independent legal, tax, and financial advisors prior to entering into this Agreement.

6.7 Contribution Ownership. Such Partner is the lawful owner of, and has good and marketable title to, all property contributed to the Partnership, free and clear of all liens, claims, and encumbrances (except as disclosed in writing).

6.8 Survival. The representations and warranties in this Article 6 shall survive execution of this Agreement and shall remain in full force and effect for the duration of the Partnership.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Good Faith and Fair Dealing. Each Partner shall, in all dealings with the Partnership and the other Partners, act in good faith and in accordance with the standards set forth in Neb. Rev. Stat. § 67-404(4).

7.2 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, and ordinances, including but not limited to the Act.

7.3 Devotion of Time. Unless otherwise agreed, each Partner shall devote such time and attention to the business of the Partnership as is reasonably necessary for the conduct of its business.

7.4 Non-Compete.
(a) During the term of the Partnership and for a period of [____] months following such Partner's dissociation or the dissolution of the Partnership, no Partner shall, directly or indirectly, engage in, own, manage, operate, control, or participate in any business that competes with the Partnership's business within the following geographic area: [________________________________].
(b) This restriction shall not apply to ownership of less than five percent (5%) of the publicly traded securities of any competing entity.
(c) The Partners acknowledge that the restrictions in this Section are reasonable and necessary for the protection of the Partnership and its goodwill.

7.5 Confidentiality.
(a) Each Partner shall keep strictly confidential all proprietary, financial, and business information of the Partnership ("Confidential Information") and shall not disclose such information to any Person except (i) as required by law, (ii) to the Partner's professional advisors, or (iii) as authorized by Majority Vote.
(b) This obligation shall survive termination of the Partnership and the dissociation of any Partner for a period of [____] years.

7.6 Non-Solicitation. During the term of the Partnership and for a period of [____] months thereafter, no Partner shall solicit any employee, contractor, customer, or client of the Partnership for the purpose of competing with the Partnership's business.

7.7 Notice of Material Matters. Each Partner shall promptly notify the other Partners in writing of (a) any material breach or default under this Agreement, (b) any material adverse change in the Partnership's business, (c) any litigation or threatened litigation involving the Partnership, or (d) any event that may result in the dissociation of such Partner.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year, or such other period as the Partners may designate by Majority Vote, ending on [________________________________] of each year.

8.2 Method of Accounting. The Partnership shall maintain its books and records using the [☐ cash ☐ accrual] method of accounting in accordance with generally accepted accounting principles ("GAAP") consistently applied.

8.3 Books and Records. The Partnership shall maintain complete and accurate books and records at the principal office, including:
(a) A current list of the names and addresses of all Partners;
(b) Copies of this Agreement and all amendments;
(c) Copies of all federal, state, and local income tax returns and financial statements;
(d) Copies of all Statements of Partnership Authority filed with the Nebraska Secretary of State;
(e) Minutes of all meetings and records of all written consents; and
(f) Records of all Capital Contributions, distributions, and Capital Account balances.

8.4 Inspection Rights. Each Partner shall have the right, upon reasonable prior written notice and during normal business hours, to inspect, audit, and copy the books and records of the Partnership, in accordance with Neb. Rev. Stat. § 67-418.

8.5 Financial Statements. The Partnership shall prepare and distribute to each Partner:
(a) Annual financial statements (including a balance sheet, income statement, and statement of cash flows) within ninety (90) days after the end of each Fiscal Year;
(b) Quarterly unaudited financial statements within forty-five (45) days after the end of each calendar quarter; and
(c) Such other financial information as any Partner may reasonably request.

8.6 Bank Accounts. All Partnership funds shall be deposited in a bank account or accounts in the name of the Partnership at a financial institution selected by Majority Vote. Withdrawals from such accounts shall require the signature of [☐ one ☐ two] authorized Partner(s) for amounts exceeding $[________________________________].

8.7 Independent Accountant. The Partners may, by Majority Vote, engage an independent certified public accountant to audit or review the Partnership's financial statements. The cost of such audit or review shall be borne by the Partnership.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain, at its own expense, the following insurance coverages (as applicable):
(a) Commercial general liability insurance with coverage limits of not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;
(b) Property insurance covering all tangible Partnership assets at replacement cost;
(c) Workers' compensation insurance, if required by Nebraska law (Neb. Rev. Stat. § 48-106);
(d) Professional liability (errors and omissions) insurance, if applicable, with limits of not less than $[________________________________];
(e) Business automobile insurance, if applicable; and
(f) Such other insurance as the Partners may determine by Majority Vote.

9.2 Additional Insured. Each Partner shall be named as an additional insured on all Partnership insurance policies where commercially feasible.

9.3 Insurance Review. The Partnership shall review its insurance coverages at least annually and adjust as necessary to maintain adequate protection.

9.4 Risk Management. The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and applicable Nebraska law.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any and all losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:
(a) Any breach by the Indemnifying Partner of this Agreement;
(b) Any negligent or wrongful act or omission of the Indemnifying Partner in connection with Partnership business;
(c) Any willful misconduct or fraud by the Indemnifying Partner; or
(d) Any unauthorized act of the Indemnifying Partner outside the scope of the Indemnifying Partner's authority under this Agreement.

10.2 Partnership Indemnification. The Partnership shall indemnify each Partner against any Losses incurred by such Partner in the ordinary and proper conduct of Partnership business or for the preservation of the Partnership's business or property, provided that such Partner acted in good faith and within the scope of its authority.

10.3 Advance of Expenses. The Partnership may advance expenses incurred by a Partner in defending any action, suit, or proceeding, subject to an undertaking by such Partner to repay such advances if it is ultimately determined that such Partner is not entitled to indemnification.

10.4 Limitation of Liability.
(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages except for (i) fraud, (ii) willful misconduct, (iii) a knowing violation of law, or (iv) a material breach of this Agreement that remains uncured.
(b) In no event shall any Partner be liable for indirect, incidental, consequential, special, or punitive damages.
(c) The aggregate liability of any Partner under this Agreement shall not exceed: [☐ Unlimited ☐ $[________________________________]].

10.5 Exculpation. No Partner shall be personally liable for any error of judgment or for any action taken or omitted in good faith if such Partner reasonably believed such action or omission to be in the best interests of the Partnership.

10.6 Joint and Several Liability. The Partners acknowledge that, under Nebraska general partnership law, each Partner is jointly and severally liable for all debts and obligations of the Partnership pursuant to Neb. Rev. Stat. § 67-415.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of its Partnership Interest without:
(a) The prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests;
(b) Compliance with all applicable federal and state securities laws; and
(c) The execution by the transferee of a written instrument, in form and substance acceptable to the remaining Partners, agreeing to be bound by the terms of this Agreement.

11.2 Right of First Refusal.
(a) If a Partner (the "Offering Partner") receives a bona fide written offer from a third party to purchase all or any portion of such Partner's Partnership Interest, the Offering Partner shall first give written notice to the other Partners, including a true and complete copy of the offer and all material terms thereof.
(b) The other Partners shall have thirty (30) days from receipt of such notice to elect to purchase the offered Interest on the same terms and conditions. If more than one Partner elects to purchase, they shall purchase pro rata in accordance with their respective Percentage Interests (excluding the Offering Partner's Percentage Interest).
(c) If the other Partners do not exercise their right of first refusal within such thirty (30) day period, the Offering Partner may complete the Transfer to the third party on terms no more favorable than those offered to the other Partners, provided that such Transfer is completed within sixty (60) days.

11.3 Permitted Transfers. The following Transfers shall not require the consent of the other Partners:
(a) Transfers to a revocable living trust of which the transferring Partner is the settlor and a beneficiary;
(b) Transfers to a spouse, child, or other lineal descendant of the transferring Partner; and
(c) Transfers to an Affiliate of the transferring Partner;
provided, however, that in each case the transferee executes a written joinder to this Agreement.

11.4 Admission of New Partners. A new Partner may be admitted to the Partnership only with the unanimous written consent of all existing Partners and upon such terms and conditions as the existing Partners may determine. Each new Partner shall execute a joinder agreement in substantially the form attached as Schedule C.

11.5 Withdrawal.
(a) A Partner may withdraw from the Partnership upon at least ninety (90) days' prior written notice to the other Partners.
(b) A withdrawing Partner shall be entitled to receive the fair market value of such Partner's Partnership Interest as of the date of withdrawal, payable in accordance with Section 12.6.
(c) A Partner who withdraws in violation of this Agreement may be subject to damages under Neb. Rev. Stat. § 67-432(b).

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner shall be dissociated from the Partnership upon the occurrence of any of the following events (pursuant to Neb. Rev. Stat. § 67-431):
(a) Receipt by the Partnership of written notice of the Partner's express will to withdraw;
(b) An event agreed to in this Agreement as causing dissociation;
(c) The Partner's expulsion by unanimous vote of the other Partners if:
(i) It is unlawful to carry on business with such Partner;
(ii) There has been a transfer of substantially all of such Partner's transferable interest;
(iii) The Partner is a corporation, partnership, LLC, or other entity that has been dissolved; or
(iv) The Partner has engaged in conduct that makes it not reasonably practicable to carry on business with such Partner;
(d) Judicial determination of dissociation under Neb. Rev. Stat. § 67-432;
(e) The Partner's Bankruptcy; or
(f) The death of a Partner (or, if the Partner is a trust, the termination of the trust).

12.2 Effect of Dissociation. Upon dissociation:
(a) The dissociated Partner's right to participate in management and conduct of Partnership business terminates;
(b) The dissociated Partner's duty of loyalty and duty of care continue only with regard to matters arising and events occurring before the dissociation; and
(c) The Partnership shall cause the dissociated Partner's Interest to be purchased pursuant to Section 12.6.

12.3 Dissolution Events. The Partnership shall be dissolved upon the first to occur of the following events:
(a) Unanimous written agreement of all Partners;
(b) The express will of at least half the Partners to wind up Partnership business, in accordance with Neb. Rev. Stat. § 67-439(1);
(c) An event that makes it unlawful for all or substantially all of the Partnership's business to be continued;
(d) Entry of a judicial decree of dissolution pursuant to Neb. Rev. Stat. § 67-440;
(e) Passage of ninety (90) consecutive days during which the Partnership has no Partners (unless the business is continued by a personal representative or assignee); or
(f) An administrative dissolution or other event requiring dissolution under the Act.

12.4 Notice of Dissolution. Upon dissolution, the Partnership shall promptly:
(a) Provide written notice to all Partners, creditors, and other known persons with claims against the Partnership;
(b) File a Statement of Dissolution with the Nebraska Secretary of State, if a Statement of Partnership Authority is on file, in accordance with Neb. Rev. Stat. § 67-443; and
(c) Publish notice of dissolution in a newspaper of general circulation in the county where the Partnership's principal office is located.

12.5 Winding Up.
(a) Upon dissolution, the Partnership shall continue solely for the purpose of winding up its business. The Partners who have not wrongfully caused dissolution (or, if none, all Partners) shall wind up the affairs of the Partnership.
(b) During winding up, the Partnership shall:
(i) Collect all accounts receivable and liquidate all assets;
(ii) Pay or provide for all debts, liabilities, and obligations;
(iii) Distribute remaining assets to Partners in accordance with Section 12.7; and
(iv) File all final tax returns, including a final Nebraska Form 1065N.

12.6 Buyout of Dissociated Partner's Interest. Upon dissociation (other than dissolution), the Partnership shall purchase the dissociated Partner's Interest at a price equal to the greater of:
(a) The amount distributable to the dissociated Partner upon a hypothetical liquidation of the Partnership as of the date of dissociation; or
(b) Such other amount determined by an independent appraiser agreed upon by the parties (or, if the parties cannot agree, appointed by a court of competent jurisdiction).

Payment shall be made within [____] days of the determination of the buyout price, or in [____] equal [☐ monthly ☐ quarterly] installments with interest at the rate of [____]% per annum.

12.7 Distribution Upon Dissolution. Upon winding up, the assets of the Partnership shall be distributed in the following order of priority:
(a) First, to the payment of debts and liabilities to creditors, including Partners who are creditors;
(b) Second, to the establishment of any reserves for contingent or unknown liabilities;
(c) Third, to Partners in proportion to their positive Capital Account balances; and
(d) Fourth, to Partners in proportion to their Percentage Interests.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" shall occur if a Partner (the "Defaulting Partner"):
(a) Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof;
(b) Becomes Bankrupt;
(c) Has a judgment entered against it exceeding $[________________________________] that remains unsatisfied for sixty (60) days;
(d) Is convicted of a felony or engages in fraud, embezzlement, or criminal conduct relating to the Partnership;
(e) Fails to make a required Capital Contribution within thirty (30) days after written demand; or
(f) Breaches the non-compete, confidentiality, or non-solicitation obligations set forth in Article 7.

13.2 Remedies. Upon the occurrence of a Default, the non-defaulting Partners (each, a "Non-Defaulting Partner") may, individually or collectively, exercise any one or more of the following remedies:
(a) Suspend the Defaulting Partner's management and voting rights;
(b) Reduce the Defaulting Partner's Percentage Interest in a manner proportionate to the harm caused;
(c) Purchase the Defaulting Partner's Interest at a discount of [____]% from fair market value;
(d) Seek specific performance or injunctive relief;
(e) Expel the Defaulting Partner by unanimous vote of the Non-Defaulting Partners; or
(f) Pursue any other remedy available at law or in equity.

13.3 Cumulative Remedies. All remedies set forth herein are cumulative and not exclusive. Exercise of any one remedy shall not preclude the exercise of any other remedy.

13.4 Attorneys' Fees. In any action or proceeding arising out of or relating to a Default under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party. Nebraska follows the "American Rule" unless there is an express contractual provision for fee-shifting.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement by direct negotiation among the Partners. The disputing Partners shall meet (in person or by teleconference) within fifteen (15) Business Days after written notice of a dispute.

14.2 Mediation. If a dispute is not resolved through negotiation within thirty (30) days, the Partners shall submit the dispute to non-binding mediation administered by [☐ the AAA ☐ JAMS ☐ other: [________________________________]] in [________________________________], Nebraska. The mediator shall be selected by agreement of the parties or, failing agreement, shall be appointed by the mediation service. Mediation costs shall be shared equally.

14.3 Binding Arbitration. If mediation is not successful within sixty (60) days, any unresolved dispute shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted as follows:
(a) Seat of arbitration: [________________________________], Nebraska;
(b) Number of arbitrators: [☐ one (1) ☐ three (3)];
(c) The arbitrator(s) shall have at least ten (10) years of experience in commercial or partnership law;
(d) The arbitrator(s) shall issue a written, reasoned award;
(e) Discovery shall be limited to the exchange of documents and depositions of key witnesses; and
(f) The arbitration shall be completed within one hundred eighty (180) days after appointment of the arbitrator(s).

14.4 Injunctive Relief. Notwithstanding the foregoing, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in any state or federal court sitting in [________________________________] County, Nebraska, without first exhausting mediation or arbitration, to prevent irreparable harm.

14.5 Exclusive Jurisdiction. For any disputes not subject to arbitration, the Partners irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in [________________________________] County, Nebraska, and waive any objection to venue or forum non conveniens.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.7 Statute of Limitations. The Partners acknowledge that the statute of limitations for actions on written contracts in Nebraska is ten (10) years pursuant to Neb. Rev. Stat. § 25-205.

14.8 Confidentiality. All dispute resolution proceedings (mediation, arbitration, and related proceedings) shall be conducted in confidence, and no party shall disclose the existence, content, or results of any proceeding except as required by law.

ARTICLE 15: GENERAL PROVISIONS

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

15.2 Waivers. No failure or delay by any Partner in exercising any right, power, or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise thereof.

15.3 Entire Agreement. This Agreement (including all Schedules and Exhibits) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nebraska, including the Act, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

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

15.7 Notices. All notices, demands, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given upon:
(a) Personal delivery (upon receipt);
(b) Delivery by nationally recognized overnight courier (one Business Day after deposit);
(c) Transmission by email with confirmation of receipt (upon confirmed receipt); or
(d) Deposit in the United States mail, registered or certified, postage prepaid, return receipt requested (three Business Days after deposit);

addressed to the Partner at its address set forth on Schedule A or to such other address as may be designated by written notice.

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

15.9 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to confer upon any Person other than the Partners any rights, remedies, obligations, or liabilities.

15.10 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

15.11 Construction. As used in this Agreement: (a) "including" means "including without limitation"; (b) words of one gender include other genders; and (c) words in the singular include the plural and vice versa.

15.12 Further Assurances. Each Partner shall execute and deliver such further instruments and documents, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement.

15.13 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Partnership or of any Partner, except as otherwise expressly provided herein.

15.14 Force Majeure. Neither the Partnership nor any Partner shall be liable for any failure or delay in performance caused by events beyond reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, epidemics or pandemics, labor disputes, governmental actions, or failure of utilities or telecommunications (each, a "Force Majeure Event"), provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance as soon as practicable.

ARTICLE 16: NEBRASKA-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under, and this Agreement is governed by, the Nebraska Uniform Partnership Act of 1998 (Neb. Rev. Stat. §§ 67-401 to 67-467) (the "Act"). The Act applies to this Partnership and the Partners to the extent not otherwise addressed or modified by this Agreement, as permitted by Neb. Rev. Stat. § 67-404.

16.2 Statement of Partnership Authority Filing.
(a) The Partners may elect to file a Statement of Partnership Authority with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. § 67-407. Such statement may include:
(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and, if different, the address of its office in Nebraska;
(iii) The names and mailing addresses of all Partners or an agent designated to maintain a list of Partners;
(iv) The names of Partners authorized to execute instruments transferring real property held in the Partnership name; and
(v) Any limitations on the authority of specific Partners.
(b) A filed Statement of Partnership Authority is effective for five (5) years unless earlier canceled or superseded.
(c) Filing fee: $110.00 (subject to change; verify with the Nebraska Secretary of State).

Nebraska Secretary of State - Business Services Division
Address: P.O. Box 94608, Lincoln, NE 68509-4608
Phone: (402) 471-4079
Website: https://sos.nebraska.gov

16.3 Registered Agent.
(a) If the Partnership does not maintain an office in Nebraska and files any statement with the Secretary of State, it must designate a registered agent for service of process in Nebraska.
(b) The registered agent must be a Nebraska resident individual or an entity authorized to do business in Nebraska with a physical street address in the state.

16.4 Nebraska Tax Obligations.
(a) Nebraska Form 1065N. The Partnership shall file Nebraska Form 1065N (Nebraska Return of Partnership Income) annually with the Nebraska Department of Revenue. The return is due on the fifteenth (15th) day of the third month following the close of the Partnership's tax year (March 15 for calendar-year partnerships), with extensions available.
(b) Schedule K-1N. The Partnership shall furnish each Partner a Nebraska Schedule K-1N showing such Partner's share of Nebraska income, deductions, and credits.
(c) Nonresident Partner Withholding. The Partnership must withhold Nebraska income tax on the Nebraska-source income of nonresident partners, unless the nonresident partner files Nebraska Form 12N (Agreement of Nonresident Partner) agreeing to file a Nebraska income tax return.
(d) Estimated Tax Payments. If the Partnership elects the Nebraska Pass-Through Entity Tax (PTET), estimated payments are required when the estimated tax liability exceeds $400. Estimated payments are due quarterly (April 15, June 15, September 15, and January 15 of the following year).
(e) Nebraska Income Tax Rates. Individual partners who are Nebraska residents are subject to Nebraska individual income tax on their share of Partnership income. Nebraska income tax rates range from 2.46% to 6.64% (as of 2025, with scheduled reductions).

Nebraska Department of Revenue
Address: P.O. Box 94818, Lincoln, NE 68509-4818
Phone: (402) 471-5729 / (800) 742-7474
Website: https://revenue.nebraska.gov

16.5 Statute of Limitations for Written Contracts. The Partners acknowledge that the statute of limitations for actions on written contracts in Nebraska is ten (10) years pursuant to Neb. Rev. Stat. § 25-205. All claims under this Agreement must be brought within such period.

16.6 Dissolution and Winding Up Under Nebraska Law.
(a) Pursuant to Neb. Rev. Stat. § 67-439, the Partnership is dissolved and its business must be wound up upon the occurrence of any dissolution event specified in Section 12.3.
(b) After dissolution, a Statement of Dissolution may be filed with the Secretary of State, which will cancel any filed Statement of Partnership Authority and provide ninety (90) days' constructive notice to third parties of the limitation on partners' authority (Neb. Rev. Stat. § 67-443).
(c) After dissolution but before the completion of winding up, all Partners (including any dissociating partner other than a wrongfully dissociating partner) may waive the right to have the Partnership's business wound up and elect to continue the business.

16.7 Joint and Several Liability. Under Nebraska law (Neb. Rev. Stat. § 67-415), all Partners are jointly and severally liable for all debts, obligations, and liabilities of the Partnership, including those arising from torts committed by a Partner in the ordinary course of Partnership business. This liability is personal and extends to each Partner's individual assets.

16.8 Fictitious Name Registration. If the Partnership operates under a name other than the true surnames of all Partners, the Partnership shall register its trade name with the Nebraska Secretary of State pursuant to the Nebraska Trade Name Registration Act (Neb. Rev. Stat. § 87-219 et seq.).

16.9 LLP Conversion Option. The Partners may, by unanimous vote, elect to convert the Partnership to a registered limited liability partnership ("LLP") by filing a Statement of Qualification with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. § 67-454. An LLP provides limited liability protection for partners for obligations of the Partnership arising from the negligence, wrongful acts, or misconduct of other partners or employees. The LLP must:
(a) Include "LLP" or "L.L.P." or "Registered Limited Liability Partnership" in its name;
(b) Maintain minimum liability insurance or financial responsibility as required by the Act; and
(c) File an annual report with the Secretary of State.

16.10 Nebraska Specific Remedies. Nebraska courts may enforce non-compete agreements that are reasonable in scope, duration, and geographic area. Nebraska follows the "blue pencil" doctrine, under which courts may narrow an overbroad restriction rather than invalidating it entirely.

ARTICLE 17: EXECUTION AND SIGNATURE BLOCKS

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

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 ACKNOWLEDGMENT

STATE OF NEBRASKA
COUNTY OF [________________________________]

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

[________________________________]

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

WITNESS my hand and official seal.

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

[NOTARY SEAL]

SCHEDULE A: PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B: PARTNERSHIP PROPERTY

The following property is contributed to or held by the Partnership as of the Effective Date:

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned hereby acknowledges that it has received and reviewed a copy of that certain General Partnership Agreement dated [__/__/____] (the "Agreement"), by and among the Partners identified therein.

By executing this Joinder, the undersigned hereby agrees to become a Partner in the Partnership and to be bound by all of the terms, conditions, rights, and obligations of the Agreement as if the undersigned were an original signatory thereto.

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

Name: [________________________________]
Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date of Admission: [__/__/____]

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

ACKNOWLEDGED AND ACCEPTED BY EXISTING PARTNERS:

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

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

SCHEDULE D: MANAGING PARTNER AUTHORITY

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

☐ Execute contracts on behalf of the Partnership up to $[________________________________]
☐ Hire and terminate employees and independent contractors
☐ Open and maintain bank accounts
☐ Execute leases with a term not exceeding [____] years
☐ Purchase supplies, equipment, and inventory in the ordinary course
☐ Make routine tax filings and elections (subject to Article 4)
☐ Other: [________________________________]

The Managing Partner shall NOT have authority to take any action listed in Section 5.3 (Major Decisions) without the required consent.

This template is provided for informational and educational purposes only and does not constitute legal advice. It is intended for use as a starting point and must be reviewed, customized, and approved by a qualified attorney licensed in the State of Nebraska before execution. Laws change frequently, and statutory citations should be verified at the time of use. Neither the authors nor the publisher assume any liability for the use or misuse of this template. Do not execute this document without obtaining independent legal counsel.