Partnership Agreement - General (New Jersey)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NEW JERSEY

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 Jersey Revised Uniform Partnership Act (N.J.S.A. §§ 42:1A-1 to 42:1A-56) (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 Jersey 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 N.J.S.A. § 42:1A-4, relations among the partners and between the partners and the partnership are governed by the partnership agreement, and to the extent not provided for, the Act governs;

WHEREAS, the Partners acknowledge New Jersey's robust regulatory and tax framework, including the New Jersey Gross Income Tax Act, the Corporation Business Tax Act as applied to partnerships with nonresident partners, and the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.); and

WHEREAS, the Partners intend this Agreement to serve as the "partnership agreement" as defined in N.J.S.A. § 42:1A-2.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Dispute Resolution
15. General Provisions
16. New Jersey-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 Jersey Revised Uniform Partnership Act, N.J.S.A. §§ 42:1A-1 to 42:1A-56, as amended.

"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 from time to time.

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

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of New Jersey 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) contributed to the Partnership, as set forth in Schedule A.

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

"CBT" means the New Jersey Corporation Business Tax Act, N.J.S.A. § 54:10A-1 et seq., as applied to partnerships with nonresident partners under N.J.S.A. § 54:10A-15.11.

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

"Dissociation" has the meaning ascribed under the Act.

"Division of Revenue" means the New Jersey Division of Revenue and Enterprise Services within the Department of the Treasury.

"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.

"GIT" means the New Jersey Gross Income Tax Act, N.J.S.A. § 54A:1-1 et seq.

"LAD" means the New Jersey Law Against Discrimination, N.J.S.A. § 10:5-1 et seq.

"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, the Partnership's taxable income or loss determined in accordance with Code Section 703(a).

"NJ-1065" means the New Jersey Partnership Return (Form NJ-1065).

"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 Filing Fee" means the annual filing fee required under New Jersey law for partnerships with New Jersey-source income, currently $150 per partner (up to a maximum of $250,000).

"Partnership Interest" means a Partner's entire interest in the Partnership, including rights to profits, losses, distributions, and all other rights under this Agreement and the Act.

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

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

"Statement of Partnership Authority" means the statement described in N.J.S.A. § 42:1A-15, if filed with the Division of Revenue.

"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.

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 Jersey, effective as of the Effective Date, pursuant to the Act.

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

[________________________________]

or such other name as the Partners may approve by Majority Vote. If the Partnership operates under an assumed name, it shall file an Alternate Name Registration with the appropriate county clerk and the Division of Revenue, in accordance with N.J.S.A. § 56:1-1 et seq.

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 New Jersey law.

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

[________________________________]
[________________________________]
[________________________________]

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

2.5 Registered Agent. If the Partnership files any statement with the Division of Revenue requiring a registered agent designation, the initial registered agent shall be:

Name: [________________________________]
Address: [________________________________]

The registered agent must maintain a physical office in New Jersey.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue until dissolved in accordance with Article 12 or as 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 Jersey Division of Revenue pursuant to N.J.S.A. § 42:1A-15.

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

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

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

3.2 Additional Capital Contributions.
(a) No Partner shall be required to make additional Capital Contributions without written consent.
(b) Additional capital requests shall be pro rata unless otherwise unanimously agreed.
(c) Failure to contribute within thirty (30) days of notice may result in dilution.

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

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

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), increased by contributions and profit allocations and decreased by distributions and loss allocations.

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

3.7 No Priority. No Partner shall have priority over any other Partner with respect to Capital Contributions, allocations, or distributions except as otherwise provided herein.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.
(a) Net Profits and Net Losses shall be allocated in proportion to Percentage Interests.
(b) The allocations are intended to satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b)(2).
(c) No allocation shall cause a deficit Capital Account balance in excess of a Partner's restoration obligation.

4.2 Special Allocations.
(a) Qualified Income Offset. Items of income and gain shall be specially allocated to any Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6).
(b) Minimum Gain Chargeback. As required by Treasury Regulation Section 1.704-2(f).
(c) Section 704(c) Allocations. As required by Code Section 704(c) for contributed property.

4.3 Distributions.
(a) Cash available for distribution (after all expenses, obligations, reserves, and New Jersey tax obligations) shall be distributed at such times and amounts as determined by Majority Vote, but not less frequently than [☐ quarterly ☐ semi-annually ☐ annually].
(b) All distributions shall be pro rata per Percentage Interests unless otherwise unanimously agreed.
(c) No distribution shall be made if the Partnership would become unable to pay debts as they become due.

4.4 Tax Matters.
(a) Tax Classification. The Partnership shall be treated as a partnership for federal and New Jersey tax purposes.
(b) Partnership Representative. [________________________________] is designated as the "partnership representative" under Code Section 6223.
(c) Federal Tax Returns. The Partnership shall file IRS Form 1065 and furnish K-1s within seventy-five (75) days after each Fiscal Year end.
(d) New Jersey Tax Returns. The Partnership shall file NJ-1065 (New Jersey Partnership Return) and NJ-CBT-1065 (if applicable) with the New Jersey Division of Taxation. See Article 16 for detailed New Jersey tax requirements.
(e) Partnership Filing Fee. The Partnership shall pay the annual New Jersey Partnership Filing Fee of $150 per partner (for partnerships with more than two owners), up to a maximum of $250,000, using Form PART-100 (Partnership Filing Fee and Tax Payment Return).
(f) Tax Elections:

• ☐ Election under Code Section 754
• ☐ Cash method of accounting
• ☐ Accrual method of accounting
• ☐ Election out of Centralized Partnership Audit Regime (if eligible)
• ☐ New Jersey Pass-Through Business Alternative Income Tax (BAIT) election (N.J.S.A. § 54A:12-1 et seq.)

4.5 Tax Distributions. The Partnership shall distribute to each Partner, on a quarterly basis, amounts sufficient to enable each Partner to pay estimated federal and New Jersey income tax obligations attributable to its share of Partnership income. Tax Distributions shall be calculated using the highest combined marginal federal and New Jersey income tax rate applicable to any Partner.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

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

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

5.3 Major Decisions. The following require unanimous consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Merger, conversion, or reorganization;
(d) Sale of all or substantially all assets;
(e) Voluntary dissolution;
(f) Indebtedness exceeding $[________________________________];
(g) Filing or settling lawsuits exceeding $[________________________________];
(h) Contracts exceeding [____] years;
(i) Related-party transactions;
(j) Change in business purpose;
(k) Election to register as an LLP under N.J.S.A. § 42:1A-47;
(l) Election of New Jersey BAIT treatment; and
(m) Filing of voluntary bankruptcy.

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

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

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

5.7 Quorum. Majority of Percentage Interests present constitutes a quorum.

5.8 Written Consent. Action may be taken without a meeting by written consent of the requisite number of Partners.

5.9 Minutes. Minutes and written consents shall be maintained.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

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

6.2 Binding Obligation. This Agreement is a legal, valid, and binding obligation.

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

6.4 Litigation. No pending or threatened action that would materially impair performance.

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

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

6.7 Title to Contributions. Good and marketable title to contributed property, free of liens (except as disclosed).

6.8 Tax Compliance. Each Partner understands New Jersey's tax framework and agrees to cooperate in all filing obligations.

6.9 LAD Compliance. Each Partner acknowledges the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) and agrees that the Partnership will not engage in any discriminatory practices.

6.10 Survival. Representations and warranties survive for the duration of the Partnership.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Good Faith. Each Partner shall act in good faith and in accordance with duties of loyalty and care under the Act.

7.2 Compliance with Law. The Partnership and each Partner shall comply with all applicable laws, including the Act, the LAD, the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.), and all tax laws.

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

7.4 Non-Compete.
(a) During the Partnership and for [____] months following dissociation or dissolution, no Partner shall compete with the Partnership within: [________________________________].
(b) Exception: ownership of less than five percent (5%) of publicly traded securities.
(c) New Jersey courts evaluate non-compete agreements under a "rule of reasonableness" standard, considering whether the restriction protects the legitimate interests of the Partnership, imposes no undue hardship on the restricted Partner, and is not injurious to the public interest. Soloman v. Walgreens Co., N.J. Super. (App. Div.).

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

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

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

7.8 Anti-Discrimination. The Partnership shall comply with the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) in all employment, business, and contractual practices. The LAD is one of the broadest state civil rights statutes in the nation and prohibits discrimination based on race, color, national origin, ancestry, age, sex, gender identity or expression, disability, sexual orientation, marital status, domestic partnership or civil union status, military service, and other protected categories.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

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

8.2 Method of Accounting. [☐ Cash ☐ Accrual] method, in accordance with GAAP.

8.3 Books and Records. The Partnership shall maintain at its principal office:
(a) Current Partner list;
(b) Copies of this Agreement and amendments;
(c) Federal and New Jersey tax returns and financial statements;
(d) Filings with the Division of Revenue;
(e) Minutes and written consents; and
(f) Records of Capital Contributions, distributions, and Capital Accounts.

8.4 Inspection Rights. Each Partner may inspect and copy books and records upon reasonable notice during normal business hours.

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

8.6 Bank Accounts. Funds shall be deposited in accounts in the Partnership's name. Withdrawals exceeding $[________________________________] require [☐ one ☐ two] authorized signatures.

8.7 Independent Accountant. The Partners may engage an independent CPA for annual audit or review.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:
(a) Commercial general liability: not less than $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation as required by New Jersey law (N.J.S.A. § 34:15-1 et seq.);
(d) Professional liability, if applicable: not less than $[________________________________];
(e) Business automobile insurance, if applicable;
(f) Employment practices liability insurance (recommended given NJ's expansive LAD); and
(g) Such other insurance as determined by Majority Vote.

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

9.3 Annual Review. Insurance shall be reviewed annually.

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

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from Losses arising from:
(a) Breach of this Agreement;
(b) Negligent or wrongful acts or omissions;
(c) Willful misconduct or fraud; or
(d) Unauthorized acts outside the scope of authority.

"Losses" means losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees.

10.2 Partnership Indemnification. The Partnership shall indemnify Partners for Losses incurred in the ordinary and proper conduct of business, provided good-faith, authorized conduct.

10.3 Advance of Expenses. The Partnership may advance defense expenses, subject to repayment if indemnification is 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 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. Under New Jersey law, each Partner is jointly and severally liable for all Partnership debts and obligations (N.J.S.A. § 42:1A-15 and general partnership liability principles).

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Transfer without:
(a) Written consent of Partners holding at least [____]% of non-transferring Percentage Interests;
(b) Securities law compliance; and
(c) Transferee joinder.

11.2 Right of First Refusal.
(a) Written notice with complete offer terms required.
(b) Thirty (30) day election period.
(c) If not exercised, Transfer may proceed within sixty (60) days on terms no more favorable.

11.3 Permitted Transfers. Without consent: (a) revocable living trusts; (b) spouses, children, or lineal descendants; (c) Affiliates; provided joinder is executed.

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

11.5 Withdrawal.
(a) Ninety (90) days' prior written notice required.
(b) Withdrawing Partner receives fair market value of Interest.
(c) Wrongful withdrawal may result in damages under the Act.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated upon:
(a) Written notice of express will to withdraw;
(b) An agreed-upon event;
(c) Expulsion by unanimous vote for cause;
(d) Judicial determination;
(e) Bankruptcy; or
(f) Death or entity dissolution/termination.

12.2 Effect of Dissociation.
(a) Management rights terminate;
(b) Duties continue only for pre-dissociation matters; and
(c) The Partnership shall purchase the Interest per Section 12.6.

12.3 Dissolution Events. The Partnership dissolves upon:
(a) Unanimous written agreement;
(b) The express will of at least half the Partners to wind up;
(c) Illegality of business;
(d) Judicial decree (N.J.S.A. § 42:1A-34);
(e) Ninety (90) days with no Partners; or
(f) Any other event under the Act.

12.4 Notice of Dissolution.
(a) Written notice to Partners, creditors, and known claimants;
(b) File Statement of Dissolution with the Division of Revenue (if Statement of Partnership Authority is on file); and
(c) Publish notice in a New Jersey newspaper of general circulation.

12.5 Winding Up.
(a) The Partnership continues only for winding-up purposes.
(b) Non-wrongfully-dissociating Partners wind up affairs.
(c) Collect receivables, liquidate assets, pay debts, distribute remaining assets, and file final NJ-1065, PART-100, and NJ-CBT-1065 returns.

12.6 Buyout of Dissociated Partner's Interest. Buyout price: the greater of:
(a) Distributable amount upon hypothetical liquidation; or
(b) Amount determined by independent appraiser.

Payment: within [____] days, or in [____] installments at [____]% interest.

12.7 Distribution Upon Dissolution.
(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 without cure within thirty (30) days;
(b) Becomes Bankrupt;
(c) Has an unsatisfied judgment exceeding $[________________________________] for sixty (60) days;
(d) Is convicted of a felony or engages in fraud;
(e) Fails to make a Capital Contribution within thirty (30) days of demand;
(f) Breaches non-compete, confidentiality, or non-solicitation provisions; or
(g) Violates the New Jersey Law Against Discrimination in the conduct of Partnership business.

13.2 Remedies. Non-defaulting Partners ("Non-Defaulting Partners") may:
(a) Suspend management and voting rights;
(b) Reduce Percentage Interest;
(c) Purchase Interest at [____]% discount from fair market value;
(d) Seek specific performance or injunctive relief;
(e) Expel 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.

13.4 Attorneys' Fees. The prevailing party shall recover reasonable attorneys' fees and costs. New Jersey Rule of Court 4:42-9 generally follows the American Rule, but contractual fee-shifting provisions are enforceable.

ARTICLE 14: DISPUTE RESOLUTION

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

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

14.3 Binding Arbitration. If mediation fails within sixty (60) days, binding arbitration under AAA Commercial Arbitration Rules:
(a) Seat: [________________________________], New Jersey;
(b) Arbitrators: [☐ one (1) ☐ three (3)];
(c) Qualifications: ten (10) years' experience in commercial or partnership law;
(d) Written, reasoned award;
(e) Limited discovery; and
(f) Completion within one hundred eighty (180) days of arbitrator appointment.

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

14.5 Exclusive Jurisdiction. For non-arbitrable disputes, the Partners submit to the exclusive jurisdiction of the Superior Court of New Jersey, [________________________________] County, or the United States District Court for the District of New Jersey.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW JERSEY LAW, EACH PARTNER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Note: New Jersey courts have upheld jury trial waivers in commercial agreements when they are knowingly and voluntarily made.

14.7 Confidentiality. All dispute resolution proceedings shall be confidential.

ARTICLE 15: GENERAL PROVISIONS

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

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

15.3 Entire Agreement. This Agreement supersedes all prior agreements.

15.4 Severability. Invalid provisions reformed to minimum extent; remaining provisions continue.

15.5 Governing Law. Governed by the laws of the State of New Jersey, including the Act, without regard to conflict of law principles.

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

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

addressed per Schedule A.

15.8 Counterparts. Counterparts and electronic signatures are binding.

15.9 No Third-Party Beneficiaries. No rights conferred on non-Partners.

15.10 Headings. For convenience only.

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

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

15.13 Creditors. No creditor rights unless expressly provided.

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

ARTICLE 16: NEW JERSEY-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the New Jersey Revised Uniform Partnership Act (N.J.S.A. §§ 42:1A-1 to 42:1A-56). New Jersey adopted RUPA effective December 12, 2000, replacing the prior Uniform Partnership Act (N.J.S.A. § 42:1-1 et seq.).

16.2 Statement of Partnership Authority (N.J.S.A. § 42:1A-15).
(a) The Partnership may file a Statement of Partnership Authority with the New Jersey Division of Revenue and Enterprise Services.
(b) The statement must include:
(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and, if different, an office in New Jersey;
(iii) The names and mailing addresses of all partners, or of an agent designated to maintain a list;
(iv) The names of partners authorized to execute instruments transferring real property; and
(v) Any other grant or limitation of authority.
(c) A filed statement is effective for five (5) years unless earlier canceled.
(d) A grant of authority to transfer real property is conclusive in favor of good-faith purchasers for value.
(e) Persons dealing with the Partnership are not deemed to know of limitations on authority merely because they appear in a filed statement.

16.3 New Jersey Tax Obligations.

(a) Partnership Filing Fee (PART-100).

• Each partnership classified as a partnership for federal tax purposes, with New Jersey-source income or losses, and with more than two owners, must pay an annual filing fee of $150 per partner (up to a maximum of $250,000).
• Filed using Form PART-100 (Partnership Filing Fee and Tax Payment Return).
• Due on the fifteenth (15th) day of the fourth month following the close of the tax year (April 15 for calendar-year partnerships).
• An additional prepayment of fifty percent (50%) of the current year's filing fee is required as a prepayment for the next tax year.

(b) NJ-1065 (Partnership Return).

• Every partnership with a New Jersey resident partner or New Jersey-source income must file Form NJ-1065.
• Must include a complete partner directory and New Jersey Schedule NJK-1 for each partner.
• Due on the fifteenth (15th) day of the third month following the close of the tax year (March 15 for calendar-year partnerships).

(c) NJ-CBT-1065 (Nonresident Partner Tax).

• Partnerships with nonresident partners must file Form NJ-CBT-1065 and pay the Corporation Business Tax on behalf of nonresident partners pursuant to N.J.S.A. § 54:10A-15.11.
• The tax is calculated on the nonresident partners' share of New Jersey-source income.

(d) New Jersey Gross Income Tax (GIT).

• New Jersey resident partners are subject to the New Jersey Gross Income Tax (N.J.S.A. § 54A:1-1 et seq.) on their share of Partnership income at rates ranging from 1.4% to 10.75% (as of 2025).
• Nonresident partners with NJ-source income must file NJ-1040NR.

(e) Pass-Through Business Alternative Income Tax (BAIT).

• The Partnership may elect to pay the New Jersey BAIT (N.J.S.A. § 54A:12-1 et seq.), which allows entity-level taxation at graduated rates. Partners receive a corresponding credit on their individual returns.
• The election must be made annually on the partnership's NJ-1065.
• BAIT estimated payments are due quarterly.

16.4 New Jersey Tax Filing Summary.

New Jersey Division of Taxation
Address: P.O. Box 252, Trenton, NJ 08695
Phone: (609) 292-6400
Website: https://www.nj.gov/treasury/taxation

New Jersey Division of Revenue and Enterprise Services
Address: P.O. Box 308, Trenton, NJ 08625-0308
Phone: (609) 292-9292
Website: https://www.njportal.com/DOR/BusinessRegistration

16.5 New Jersey Law Against Discrimination (LAD).
(a) The New Jersey LAD (N.J.S.A. § 10:5-1 et seq.) is one of the most comprehensive state civil rights statutes in the United States.
(b) The LAD prohibits discrimination in employment, housing, places of public accommodation, and contractual relationships based on numerous protected categories including: race, color, religion, national origin, ancestry, age, sex, gender identity or expression, disability, affectional or sexual orientation, marital status, domestic partnership or civil union status, familial status, liability for military service, and nationality.
(c) The Partnership shall not discriminate against any person in its employment practices, business dealings, or contractual relationships in violation of the LAD.
(d) The LAD allows for individual liability of persons who aid and abet discriminatory conduct.
(e) The Partnership shall maintain written anti-discrimination policies and provide appropriate training.

16.6 New Jersey Consumer Fraud Act.
(a) The Partnership shall comply with the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.) in all dealings with consumers.
(b) The Consumer Fraud Act provides for treble damages, attorneys' fees, and costs for violations.

16.7 Alternate Name (Assumed Name) Registration.
(a) If the Partnership operates under a name other than the true names of all Partners, it must file an Alternate Name Registration Certificate with the county clerk of the county where the Partnership's principal office is located (N.J.S.A. § 56:1-1 et seq.).
(b) The registration must be renewed every five (5) years.

16.8 Division of Revenue Filing Information.

16.9 LLP Conversion Option.
(a) The Partners may elect to qualify the Partnership as a limited liability partnership ("LLP") under N.J.S.A. § 42:1A-47.
(b) Requirements:
(i) File a statement of qualification with the Division of Revenue;
(ii) Partnership name must contain "LLP," "L.L.P.," or "Registered Limited Liability Partnership";
(iii) File annual reports with the Division of Revenue (N.J.S.A. § 42:1A-49); and
(iv) Maintain minimum liability insurance or financial responsibility.
(c) An LLP partner is not personally liable for the obligations of the partnership arising from the negligence, wrongful acts, or misconduct of another partner or Partnership employee not under such partner's supervision.

16.10 New Jersey Workers' Compensation.
(a) If the Partnership has employees, it must provide workers' compensation insurance under N.J.S.A. § 34:15-1 et seq.
(b) New Jersey also requires temporary disability insurance (N.J.S.A. § 43:21-25 et seq.) and family leave insurance.

16.11 New Jersey Specific Employment Requirements.
(a) The Partnership shall comply with:
(i) New Jersey Wage Payment Law (N.J.S.A. § 34:11-4.1 et seq.);
(ii) New Jersey Wage and Hour Law (N.J.S.A. § 34:11-56a et seq.);
(iii) New Jersey WARN Act (N.J.S.A. § 34:21-1 et seq.) for mass layoffs;
(iv) New Jersey Earned Sick Leave Law (N.J.S.A. § 34:11D-1 et seq.);
(v) New Jersey Family Leave Act (N.J.S.A. § 34:11B-1 et seq.); and
(vi) CEPA (Conscientious Employee Protection Act, N.J.S.A. § 34:19-1 et seq.) (whistleblower protections).

16.12 New Jersey Statute of Limitations. The statute of limitations for breach of a written contract in New Jersey is six (6) years (N.J.S.A. § 2A:14-1).

16.13 Dissolution Under New Jersey Law.
(a) Upon dissolution, the Partnership shall follow winding-up procedures under the Act.
(b) A Statement of Dissolution filed with the Division of Revenue cancels any filed Statement of Partnership Authority and provides ninety (90) days' constructive notice to third parties.
(c) The Partnership must file all final NJ-1065, PART-100, and NJ-CBT-1065 returns.
(d) The Partnership must also cancel its NJ Business Registration Certificate.

ARTICLE 17: EXECUTION AND SIGNATURE BLOCKS

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

PARTNER SIGNATURES

Partner A:

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

Signature: _______________________________________________

Date: [__/__/____]

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

Partner B:

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

Signature: _______________________________________________

Date: [__/__/____]

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

Partner C: (if applicable)

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

Signature: _______________________________________________

Date: [__/__/____]

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

NOTARY ACKNOWLEDGMENT

STATE OF NEW JERSEY
COUNTY OF [________________________________]

On this [____] day of [________________________________], [________], before me, the undersigned Notary Public of the State of New Jersey, 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 acknowledges receipt and review of the General Partnership Agreement dated [__/__/____] (the "Agreement").

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

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

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

ACKNOWLEDGED BY EXISTING PARTNERS:

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

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

SCHEDULE D: MANAGING PARTNER AUTHORITY

The Managing Partner shall have authority to:

☐ Execute contracts up to $[________________________________]
☐ Hire and terminate employees and contractors
☐ Open and maintain bank accounts
☐ Execute leases not exceeding [____] years
☐ Purchase supplies, equipment, and inventory in the ordinary course
☐ Make routine tax filings (NJ-1065, PART-100, NJ-CBT-1065)
☐ Register trade names and maintain required state filings
☐ Other: [________________________________]

The Managing Partner shall NOT take any action listed in Section 5.3 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 Jersey before execution. Laws change frequently; statutory citations should be verified at time of use. New Jersey has particularly complex tax and anti-discrimination requirements; professional guidance is essential. 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.