Partnership Agreement - General (New Hampshire)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NEW HAMPSHIRE

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 New Hampshire Uniform Partnership Act (RSA Chapter 304-A) (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 New Hampshire 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 RSA 304-A:7, 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;

WHEREAS, the Partners acknowledge that New Hampshire does not impose a personal income tax on earned income but does impose a Business Profits Tax (RSA 77-A) and a Business Enterprise Tax (RSA 77-E) on business organizations conducting business activity in the state; and

WHEREAS, the Partners intend this Agreement to serve as the "partnership agreement" as defined in RSA 304-A:6.

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. New Hampshire-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 New Hampshire Uniform Partnership Act, RSA Chapter 304-A, 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.

"BET" means the New Hampshire Business Enterprise Tax imposed under RSA 77-E.

"BPT" means the New Hampshire Business Profits Tax imposed under RSA 77-A.

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of New Hampshire 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 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, 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 RSA 304-A:15, if filed with the New Hampshire 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 New Hampshire, 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 trade name registration requirements under New Hampshire law (RSA 349:1 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 New Hampshire.

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 New Hampshire as the Partners may determine by Majority Vote.

2.5 Registered Agent. If the Partnership files a Statement of Partnership Authority or becomes a registered LLP, the registered agent shall be:

Name: [________________________________]
Address: [________________________________]

The registered agent must be: (i) an individual who resides in New Hampshire with a business office identical to the registered office; (ii) a corporation organized under RSA 292, 293-A, or 294-A; (iii) an LLC formed under RSA 304-C; or (iv) an LLP formed under RSA 304-A:44, in each case with an office in New Hampshire (RSA 304-A:49).

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 New Hampshire Secretary of State pursuant to RSA 304-A:15.

☐ 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).

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.

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 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. 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. 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, in accordance with Code Section 704(c).

4.3 Distributions.
(a) Cash available for distribution (after payment of all Partnership expenses, obligations, and establishment of reasonable reserves, including reserves for New Hampshire BPT and BET obligations) 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.

4.4 Tax Matters.
(a) Tax Classification. The Partnership shall be treated as a partnership for federal 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.
(c) Federal Tax Returns. The Partnership shall timely prepare and file IRS Form 1065 and furnish each Partner with Schedule K-1 within seventy-five (75) days after the close of each Fiscal Year.
(d) New Hampshire Tax Returns. The Partnership shall timely prepare and file New Hampshire Form NH-1065 (Partnership Business Profits Tax Return) and applicable BET returns with the New Hampshire Department of Revenue Administration. See Article 16 for detailed New Hampshire tax requirements.
(e) Tax Elections. The Partnership shall make or refrain from making the following tax elections:

• ☐ 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)

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 applicable state income tax obligations attributable to such Partner's share of Partnership income (the "Tax Distribution"). Because New Hampshire does not impose a personal income tax on earned income, Tax Distributions shall be calculated based on federal tax obligations and, for Partners who are residents of states that impose a personal income tax, the applicable state income tax rates.

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 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) Election to register as a Limited Liability Partnership under RSA 304-A:44; 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 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.

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 that permits simultaneous participation.

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

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

5.9 Minutes and Records. Minutes of all meetings and records of all written consents shall be maintained by the Partnership.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and the Partnership as of the Effective Date:

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 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.

6.3 No Conflict. The execution, delivery, and performance of this Agreement does not and will not violate any law, regulation, order, or agreement applicable to such Partner.

6.4 Litigation. There is no pending or threatened action 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 and not with a view to distribution or resale.

6.6 Sophistication and Independent Advice. Such Partner is sophisticated and has had the opportunity to consult independent legal, tax, and financial advisors.

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

6.8 New Hampshire Tax Compliance. Such Partner understands and acknowledges the New Hampshire BPT and BET obligations of the Partnership and agrees to cooperate in compliance with all New Hampshire tax filing requirements.

6.9 Survival. The representations and warranties in this Article 6 shall survive execution of this Agreement for the duration of the Partnership.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Good Faith and Fair Dealing. Each Partner shall act in good faith and in accordance with the duty of loyalty and duty of care standards set forth in the Act.

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, and regulations.

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

7.4 Non-Compete.
(a) During the term of the Partnership and for [____] months following dissociation or dissolution, no Partner shall directly or indirectly engage in any business that competes with the Partnership within: [________________________________].
(b) This restriction shall not apply to ownership of less than five percent (5%) of publicly traded securities.
(c) The Partners acknowledge these restrictions are reasonable and necessary. New Hampshire courts may modify overbroad restrictions under the "rule of reasonableness" standard.

7.5 Confidentiality.
(a) Each Partner shall keep strictly confidential all proprietary and business information of the Partnership ("Confidential Information").
(b) This obligation shall survive termination of the Partnership for [____] years.

7.6 Non-Solicitation. During the term and for [____] months thereafter, no Partner shall solicit employees, contractors, customers, or clients of the Partnership for competing purposes.

7.7 Notice of Material Matters. Each Partner shall promptly notify the other Partners of any material breach, adverse change, litigation, or potential dissociation event.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

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

8.2 Method of Accounting. The Partnership shall maintain books using the [☐ cash ☐ accrual] method in accordance with GAAP.

8.3 Books and Records. The Partnership shall maintain at the principal office:
(a) Current list of names and addresses of all Partners;
(b) Copies of this Agreement and amendments;
(c) Federal, state, and local tax returns and financial statements;
(d) Copies of all filings with the New Hampshire Secretary of State;
(e) Minutes and 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 notice and during normal business hours, to inspect and copy the books and records.

8.5 Financial Statements. The Partnership shall prepare and distribute to each Partner:
(a) Annual financial statements within ninety (90) days after Fiscal Year end;
(b) Quarterly unaudited statements within forty-five (45) days after each quarter; and
(c) Such other information as reasonably requested.

8.6 Bank Accounts. All Partnership funds shall be deposited in accounts in the Partnership's name. Withdrawals exceeding $[________________________________] require the signature of [☐ one ☐ two] authorized Partner(s).

8.7 Independent Accountant. The Partners may engage an independent CPA to audit or review the Partnership's financial statements annually.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain:
(a) Commercial general liability insurance: not less than $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property insurance covering tangible Partnership assets at replacement cost;
(c) Workers' compensation insurance as required by New Hampshire law (RSA 281-A);
(d) Professional liability insurance, 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. Each Partner shall be named as an additional insured where commercially feasible.

9.3 Annual Review. Insurance coverages shall be reviewed at least annually.

9.4 Risk Management. The Partnership shall maintain risk management policies consistent with industry standards and New Hampshire 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 losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to:
(a) Any breach of this Agreement by the Indemnifying Partner;
(b) Any negligent or wrongful act or omission in connection with Partnership business;
(c) Any willful misconduct or fraud; or
(d) Any unauthorized act outside the scope of authority.

10.2 Partnership Indemnification. The Partnership shall indemnify each Partner against Losses incurred in the ordinary and proper conduct of Partnership business, provided such Partner acted in good faith and within its authority.

10.3 Advance of Expenses. The Partnership may advance defense expenses, subject to repayment if indemnification is ultimately not warranted.

10.4 Limitation of Liability.
(a) No Partner shall be liable except for fraud, willful misconduct, knowing violation of law, or uncured material breach.
(b) No Partner shall be liable for indirect, incidental, consequential, special, or punitive damages.
(c) Aggregate liability: [☐ Unlimited ☐ $[________________________________]].

10.5 Exculpation. No Partner shall be personally liable for good-faith errors of judgment or good-faith actions believed to be in the Partnership's best interests.

10.6 Joint and Several Liability. The Partners acknowledge that, under New Hampshire general partnership law, each Partner is jointly and severally liable for all Partnership debts and obligations.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer its Partnership Interest without:
(a) The prior written consent of Partners holding at least [____]% of non-transferring Percentage Interests;
(b) Compliance with all applicable securities laws; and
(c) Execution by the transferee of a joinder agreement.

11.2 Right of First Refusal.
(a) A Partner receiving a bona fide third-party offer shall first give written notice to the other Partners with a complete copy of the offer.
(b) The other Partners shall have thirty (30) days to elect to purchase on the same terms.
(c) If the right is not exercised, the Transfer may proceed to the third party within sixty (60) days on terms no more favorable.

11.3 Permitted Transfers. Transfers to (a) revocable living trusts, (b) spouses, children, or lineal descendants, or (c) Affiliates shall not require consent, provided the transferee executes a joinder.

11.4 Admission of New Partners. New Partners may be admitted only with unanimous consent and execution of a joinder (Schedule C).

11.5 Withdrawal.
(a) A Partner may withdraw upon ninety (90) days' prior written notice.
(b) The withdrawing Partner shall receive fair market value of its Interest.
(c) Wrongful withdrawal may subject the Partner to damages under the Act.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner shall be dissociated upon:
(a) Written notice of express will to withdraw;
(b) An event agreed to in this Agreement;
(c) Expulsion by unanimous vote of other Partners for cause;
(d) Judicial determination;
(e) Bankruptcy; or
(f) Death (or termination, if the Partner is a trust or entity).

12.2 Effect of Dissociation. Upon dissociation:
(a) The dissociated Partner's management rights terminate;
(b) Duties of loyalty and care continue only for pre-dissociation matters; and
(c) The Partnership shall purchase the dissociated Partner's Interest per Section 12.6.

12.3 Dissolution Events. The Partnership shall dissolve upon:
(a) Unanimous written agreement;
(b) The express will of at least half the Partners to wind up;
(c) An event making it unlawful to continue business;
(d) Judicial decree of dissolution;
(e) Passage of ninety (90) consecutive days with no Partners; or
(f) Any other event requiring dissolution under the Act.

12.4 Notice of Dissolution. Upon dissolution, the Partnership shall:
(a) Notify all Partners, creditors, and known claimants;
(b) File a Statement of Dissolution with the New Hampshire Secretary of State (if applicable); and
(c) Publish notice in a newspaper of general circulation in the county of the principal office.

12.5 Winding Up.
(a) Upon dissolution, the Partnership continues only for winding up purposes.
(b) The Partners who have not wrongfully caused dissolution shall wind up affairs.
(c) During winding up, the Partnership shall collect receivables, liquidate assets, pay debts, distribute remaining assets per Section 12.7, and file final tax returns (including final NH-1065 and applicable BET returns).

12.6 Buyout of Dissociated Partner's Interest. The buyout price shall equal the greater of:
(a) The distributable amount upon hypothetical liquidation as of the dissociation date; or
(b) An amount determined by an independent appraiser.

Payment: within [____] days, or in [____] equal [☐ monthly ☐ quarterly] installments at [____]% interest per annum.

12.7 Distribution Upon Dissolution. Assets shall be distributed:
(a) First, to creditors (including Partner-creditors);
(b) Second, to reserves for contingent liabilities;
(c) Third, to Partners per positive Capital Account balances; and
(d) Fourth, to Partners per Percentage Interests.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
(b) Becomes Bankrupt;
(c) Has an unsatisfied judgment exceeding $[________________________________] for sixty (60) days;
(d) Is convicted of a felony or engages in fraud relating to the Partnership;
(e) Fails to make a required Capital Contribution within thirty (30) days of demand; or
(f) Breaches non-compete, confidentiality, or non-solicitation obligations.

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

13.3 Cumulative Remedies. All remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party in any enforcement action shall recover reasonable attorneys' fees and costs.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Partners shall first attempt to resolve disputes by good-faith negotiation within fifteen (15) Business Days of written notice.

14.2 Mediation. If not resolved, disputes shall be submitted to mediation administered by [☐ AAA ☐ JAMS ☐ other: [________________________________]] in [________________________________], New Hampshire. Costs shall be shared equally.

14.3 Binding Arbitration. If mediation fails within sixty (60) days, disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules:
(a) Seat: [________________________________], New Hampshire;
(b) Arbitrators: [☐ one (1) ☐ three (3)];
(c) Qualifications: at least ten (10) years of commercial or partnership law experience;
(d) Written, reasoned award required;
(e) Discovery: limited to document exchange and key depositions; and
(f) Completion: within one hundred eighty (180) days of arbitrator appointment.

14.4 Injunctive Relief. Any Partner may seek injunctive relief or specific performance in state or federal courts in [________________________________] County, New Hampshire, without first exhausting mediation or arbitration.

14.5 Exclusive Jurisdiction. For non-arbitrable disputes, the Partners submit to the exclusive jurisdiction of courts in [________________________________] County, New Hampshire.

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

14.7 Confidentiality. All dispute resolution proceedings shall be confidential.

ARTICLE 15: GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended only by written instrument executed by all Partners.

15.2 Waivers. No failure or delay in exercising any right shall operate as a waiver thereof.

15.3 Entire Agreement. This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements.

15.4 Severability. Invalid provisions shall be reformed to the minimum extent necessary; remaining provisions continue in full force.

15.5 Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire, including the Act, without regard to conflict of law principles.

15.6 Successors and Assigns. This Agreement binds and benefits the Partners and their heirs, executors, administrators, successors, and permitted assigns.

15.7 Notices. All notices shall be in writing and deemed given upon:
(a) Personal delivery;
(b) Overnight courier (one Business Day after deposit);
(c) Email with confirmed receipt; or
(d) Certified mail (three Business Days after deposit);

addressed to the Partner at its address on Schedule A.

15.8 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are binding.

15.9 No Third-Party Beneficiaries. No Person other than the Partners has rights under this Agreement.

15.10 Headings. Headings are for convenience only.

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

15.12 Further Assurances. Each Partner shall execute further documents as reasonably necessary.

15.13 Creditors. No creditor has rights under this Agreement except as expressly provided.

15.14 Force Majeure. No party shall be liable for failure or delay caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, labor disputes, or governmental actions ("Force Majeure Event"), provided prompt notice and commercially reasonable mitigation efforts.

ARTICLE 16: NEW HAMPSHIRE-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the New Hampshire Uniform Partnership Act (RSA Chapter 304-A). The Act governs all matters not otherwise addressed by this Agreement.

16.2 No State Personal Income Tax.
(a) New Hampshire does not impose a personal income tax on wages, salaries, or partnership distributions of earned income.
(b) The former Interest and Dividends Tax (RSA 77) has been phased out and fully repealed effective January 1, 2025. As of the date of this Agreement, New Hampshire does not tax interest or dividend income at the state level.
(c) Partners who are residents of other states remain subject to the income tax laws of their state of residence with respect to their share of Partnership income.

16.3 Business Profits Tax (BPT).
(a) The Partnership is subject to the New Hampshire Business Profits Tax (RSA 77-A) at a rate of 7.5% on gross business profits (as of 2025).
(b) The BPT is imposed on net business income derived from business activity conducted within New Hampshire.
(c) Every business organization with gross business income in excess of $109,000 (for taxable periods beginning on or after January 1, 2025) must file a BPT return.
(d) The Partnership shall file Form NH-1065 (Partnership Business Profits Tax Return) with the New Hampshire Department of Revenue Administration. The return is due on the fifteenth (15th) day of the third month following the close of the fiscal period (March 15 for calendar-year partnerships).
(e) Estimated tax payments are due quarterly using Form NH-1065-ES on or before the 15th day of the 4th, 6th, 9th, and 12th months of the taxable period.

16.4 Business Enterprise Tax (BET).
(a) The Partnership is subject to the New Hampshire Business Enterprise Tax (RSA 77-E) at a rate of 0.55% (for taxable periods ending on or after December 31, 2022).
(b) The BET is imposed on the enterprise value tax base, which is the sum of all compensation paid or accrued, interest paid or accrued, and dividends paid.
(c) Filing threshold: every business enterprise with more than $298,000 of gross receipts or enterprise value tax base (for taxable periods beginning on or after January 1, 2025) must file a BET return.
(d) The BET paid is a credit against the BPT liability for the same taxable period (RSA 77-E:4).

16.5 New Hampshire Tax Filing Summary.

New Hampshire Department of Revenue Administration
Address: 109 Pleasant Street, Concord, NH 03301
Phone: (603) 230-5000
Website: https://www.revenue.nh.gov

16.6 Statement of Partnership Authority (RSA 304-A:15).
(a) A partnership may file a Statement of Partnership Authority with the New Hampshire Secretary of State, which may state the authority, or limitations on the authority, of some or all of the partners to enter into transactions on behalf of the partnership and any other matter.
(b) A filed Statement of Partnership Authority is effective for five (5) years unless earlier canceled.
(c) A grant of authority to a partner in the statement to transfer real property held in the name of the partnership is conclusive in favor of a person who gives value without knowledge to the contrary.

16.7 Registered Agent Requirements (RSA 304-A:49).
(a) If the Partnership files for LLP status, it must designate and maintain a registered agent in New Hampshire.
(b) The registered agent must be:
(i) An individual residing in New Hampshire with a business office identical to the registered office;
(ii) A New Hampshire corporation organized under RSA 292, 293-A, or 294-A;
(iii) A New Hampshire LLC formed under RSA 304-C; or
(iv) An LLP formed under RSA 304-A:44.
(c) The registered office must be a physical street address in New Hampshire.

16.8 Secretary of State Filing Information.

New Hampshire Secretary of State - Corporation Division
Address: 107 North Main Street, Concord, NH 03301
Phone: (603) 271-3246
Website: https://sos.nh.gov

16.9 LLP Conversion Option.
(a) The Partners may, by unanimous vote, elect to register the Partnership as a registered limited liability partnership ("LLP") under RSA 304-A:44.
(b) To register, the Partnership must file with the Secretary of State a registration containing:
(i) The name of the Partnership (which must contain "LLP," "L.L.P.," or "Registered Limited Liability Partnership");
(ii) The address of its principal office;
(iii) The address of its registered office and the name and address of its registered agent; and
(iv) A brief statement of the business in which the partnership engages.
(c) An LLP provides that a partner is not personally liable for the debts, obligations, and liabilities of the partnership arising from the negligence, wrongful acts, or misconduct of another partner or an employee not supervised by such partner.

16.10 New Hampshire Consumer Protection Act. The Partners acknowledge that the New Hampshire Consumer Protection Act (RSA 358-A) prohibits unfair or deceptive acts or practices in the conduct of trade or commerce. The Partnership shall conduct all business activities in compliance with RSA 358-A.

16.11 Workers' Compensation. If the Partnership has employees, it must comply with New Hampshire Workers' Compensation Law (RSA 281-A). New Hampshire requires employers to provide workers' compensation coverage for all employees.

16.12 Employment Law. The Partnership shall comply with all applicable New Hampshire employment laws, including:
(a) RSA 275 (Protective Legislation, including wage payment requirements);
(b) RSA 275-E (Whistleblower Protection);
(c) RSA 354-A (New Hampshire Law Against Discrimination); and
(d) Applicable federal employment laws.

16.13 Dissolution Under New Hampshire Law.
(a) Upon dissolution, the Partnership shall follow the winding-up procedures set forth in the Act and Article 12.
(b) Filing a Statement of Dissolution with the Secretary of State (if a Statement of Partnership Authority is on file) provides ninety (90) days' constructive notice to third parties of limitations on partner authority.
(c) The Partnership must file all final BPT and BET returns with the Department of Revenue Administration.

16.14 Unique New Hampshire Considerations.
(a) No Franchise Tax. New Hampshire does not impose a franchise tax on partnerships.
(b) No Sales Tax. New Hampshire does not impose a general sales or use tax. The Partnership shall not be required to collect or remit sales tax on goods or services sold in New Hampshire.
(c) Meals and Rooms Tax. If the Partnership's business involves selling meals or renting rooms, it is subject to the New Hampshire Meals and Rooms Tax (RSA 78-A) at 8.5%.
(d) Real Estate Transfer Tax. If the Partnership transfers real estate in New Hampshire, a real estate transfer tax of $0.75 per $100 of the price or consideration applies (RSA 78-B), applicable to both buyer and seller.

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 NEW HAMPSHIRE
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

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 agrees to become a Partner and to be bound by all terms and conditions of the Agreement.

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 shall have specific authority to:

☐ Execute contracts up to $[________________________________]
☐ Hire and terminate employees and contractors
☐ Open and maintain bank accounts
☐ Execute leases with terms not exceeding [____] years
☐ Purchase supplies, equipment, and inventory in the ordinary course
☐ Make routine tax filings and elections
☐ File required BPT and BET returns with the NH Department of Revenue Administration
☐ Other: [________________________________]

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

This template is provided for informational and educational purposes only and does not constitute legal advice. It is intended as a starting point and must be reviewed, customized, and approved by a qualified attorney licensed in the State of New Hampshire 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.