Partnership Agreement - General (Nevada)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NEVADA

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 Nevada Revised Uniform Partnership Act (NRS Chapter 87) (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 Nevada 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 have selected Nevada as the jurisdiction of formation in recognition of Nevada's favorable business environment, including the absence of state income tax, no franchise tax, and strong creditor protection laws, including the exclusive charging order remedy under NRS 87.4342;

WHEREAS, the Partners acknowledge that, under the Act, the partnership agreement governs relations among the partners and between the partners and the partnership; and

WHEREAS, the Partners intend this Agreement to serve as the "partnership agreement" under the Act.

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. Nevada-Specific Provisions
17. Execution and Signature Blocks

ARTICLE 1: DEFINITIONS

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

"AAA" means the American Arbitration Association.

"Act" means the Nevada Revised Uniform Partnership Act, NRS Chapter 87 (§§ 87.010 to 87.560), 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.

"Annual List" means the annual list of partners required to be filed with the Nevada Secretary of State pursuant to NRS 87.510.

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

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

"Business License" means the Nevada State Business License required under NRS 76.100 et seq.

"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.

"Charging Order" means an order issued by a court pursuant to NRS 87.4342 charging the transferable interest of a judgment debtor partner.

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

"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 the transferable interest (right to receive distributions) and management/governance rights.

"Percentage Interest" means the percentage set forth on Schedule A.

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

"Statement of Partnership Authority" means the statement described in NRS 87.4307, if filed with the Nevada 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.

"Transferable Interest" means a partner's right to receive distributions under NRS 87.4341.

"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 Nevada, 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 a fictitious name, it shall file a Fictitious Firm Name Certificate with the county clerk of the county where the Partnership's principal office is located (NRS 602.010 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 Nevada 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. The Partnership shall designate and continuously maintain a registered agent in the State of Nevada as required by the Act:

Name: [________________________________]
Address: [________________________________] (must be a physical Nevada address)

The registered agent must be either a Nevada resident individual or an entity authorized to act as a registered agent in Nevada.

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 Nevada Secretary of State pursuant to NRS 87.4307.

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

2.8 State Business License. The Partnership shall obtain and maintain a Nevada State Business License as required by NRS 76.100 et seq. The initial business license shall be obtained prior to commencing business operations in Nevada.

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 per Percentage Interests 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, decreased by distributions and loss allocations.

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

3.7 No Priority. No Partner shall have priority except as provided herein.

3.8 Charging Order Protection. The Partners acknowledge that, under NRS 87.4342, a charging order is the sole and exclusive remedy by which a judgment creditor of a partner or a partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the Partnership. No creditor of a Partner shall have the right to foreclose on, seize, or otherwise acquire a Partner's interest in the Partnership, except through a charging order. See Article 16 for additional detail.

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) 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 in excess of a restoration obligation.

4.2 Special Allocations.
(a) Qualified Income Offset. As required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
(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, and reserves) shall be distributed at such times and amounts as determined by Majority Vote, but not less frequently than [☐ quarterly ☐ semi-annually ☐ annually].
(b) Pro rata per Percentage Interests unless otherwise unanimously agreed.
(c) No distribution shall be made if the Partnership would become unable to pay debts as they come due.

4.4 Tax Matters.
(a) Tax Classification. The Partnership shall be treated as a partnership for federal income tax purposes. Nevada does not impose a state income tax on partnerships or individuals.
(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 each Partner with Schedule K-1 within seventy-five (75) days of Fiscal Year end.
(d) Nevada State Tax Returns. Nevada imposes NO state income tax on partnerships, individuals, or corporations. Accordingly, no state income tax return is required to be filed in Nevada. However, the Partnership must file an Annual List with the Secretary of State (see Section 16.5) and maintain a State Business License (see Section 16.6).
(e) Other State Tax Returns. If the Partnership conducts business in other states, it shall file all required tax returns in those jurisdictions. Partners who are residents of states with income taxes remain subject to those states' taxes on their share of Partnership income.
(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)

4.5 Tax Distributions. Although Nevada imposes no state income tax, Partners may be residents of states that do. The Partnership shall distribute to each Partner, on a quarterly basis, amounts sufficient to enable each Partner to pay estimated federal and applicable state income tax obligations attributable to such Partner's share of Partnership income (the "Tax Distribution"). Tax Distributions shall be calculated using the highest combined marginal federal and applicable state income tax rate of 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. Voting power is proportional to Percentage Interest.

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

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

5.5 Managing Partner.
(a) [________________________________] is designated as the initial Managing Partner 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 in person, by telephone, or by video conference.

5.7 Quorum. Majority of Percentage Interests constitutes a quorum.

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

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

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

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

6.2 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 materially adverse to performance.

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

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

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

6.8 Tax Residency. Each Partner has disclosed its state of tax residency to the other Partners and understands that although Nevada imposes no state income tax, Partners residing in other states may be subject to those states' income taxes on their share of Partnership income.

6.9 Charging Order Awareness. Each Partner understands that under Nevada law (NRS 87.4342), a charging order is the sole and exclusive remedy available to a judgment creditor to reach a partner's transferable interest, and that this protection may not extend to jurisdictions outside Nevada.

6.10 Survival. Representations 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 the duties of loyalty and care under the Act.

7.2 Compliance with Law. The Partnership and each Partner shall comply with all applicable laws.

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

7.4 Non-Compete.
(a) During the Partnership and for [____] months following dissociation or dissolution, no Partner shall compete within: [________________________________].
(b) Exception: less than five percent (5%) of publicly traded securities.
(c) Nevada courts enforce non-compete agreements that are supported by valuable consideration, reasonable in scope, and not unduly burdensome. NRS 613.195 governs non-compete agreements with employees; for partner-level non-competes in business agreements, courts apply general contract principles.

7.5 Confidentiality.
(a) Each Partner shall maintain strict confidentiality of all proprietary information.
(b) Obligation survives for [____] years after termination.
(c) Nevada has adopted the Uniform Trade Secrets Act (NRS 600A.010 et seq.), which provides additional protections and remedies for misappropriation of trade secrets.

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 State Business License Maintenance. The Partnership shall maintain a valid Nevada State Business License at all times during which it conducts business.

7.9 Annual List Filing. The Partnership shall timely file the Annual List of Partners with the Nevada Secretary of State as required by NRS 87.510.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The calendar year, ending December 31 of each year, or such other period as the Partners may designate.

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

8.3 Books and Records. The Partnership shall maintain:
(a) Current Partner list;
(b) This Agreement and amendments;
(c) Federal tax returns and financial statements;
(d) Annual Lists filed with the Secretary of State;
(e) Business License records;
(f) Minutes and written consents; and
(g) 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 statements within ninety (90) days of Fiscal Year end;
(b) Quarterly unaudited statements within forty-five (45) days; and
(c) Additional information upon reasonable request.

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

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

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:
(a) Commercial general liability: not less than $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation as required by Nevada law (NRS 616A-616D);
(d) Professional liability, if applicable: not less than $[________________________________];
(e) Business automobile insurance, if applicable; and
(f) Such other insurance as determined by Majority Vote.

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

9.3 Annual Review. Insurance reviewed annually.

9.4 Risk Management. Appropriate risk management policies maintained consistent with Nevada law and industry standards.

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 proper conduct of business, provided good-faith, authorized conduct.

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

10.4 Limitation of Liability.
(a) No Partner 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 personally liable for good-faith errors of judgment. Nevada law permits broad exculpation provisions in business entity agreements.

10.6 Joint and Several Liability. Under Nevada general partnership law, each Partner is jointly and severally liable for all Partnership debts and obligations. However, Nevada's strong charging order protections (NRS 87.4342) limit the remedies available to creditors of individual Partners against their Partnership interests.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

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

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

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

11.4 Transferable Interest vs. Full Partnership Interest.
(a) Under Nevada law (NRS 87.4341), a partner's transferable interest includes only the right to receive distributions (economic rights).
(b) A transfer of a transferable interest does not entitle the transferee to participate in management or conduct of Partnership business, or to inspect books and records.
(c) A transferee who does not become a Partner is entitled only to distributions and allocations attributable to the transferred interest.

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

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

11.7 Charging Order Protections. See Section 16.7 for detailed provisions regarding Nevada's exclusive charging order remedy.

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;
(f) Death or entity dissolution; or
(g) Appointment of a guardian or conservator.

12.2 Effect of Dissociation.
(a) Management rights terminate;
(b) Duties continue only for pre-dissociation matters;
(c) The Partnership shall purchase the Interest per Section 12.6; and
(d) The dissociated Partner's authority to bind the Partnership ceases, subject to the protections in the Act for third parties without notice of the dissociation.

12.3 Dissolution Events. The Partnership dissolves upon:
(a) Unanimous written agreement;
(b) In a partnership at will, the express will of at least half the Partners;
(c) An event making continued business unlawful;
(d) Judicial decree;
(e) Ninety (90) days with no Partners; or
(f) Any other dissolution 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 Nevada Secretary of State (if applicable); and
(c) Publish notice in a Nevada 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 per Section 12.7, and file all final federal tax returns and the final Annual List with the Nevada Secretary of State.

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) Fails to maintain the Partnership's State Business License or timely file the Annual List.

13.2 Remedies. 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 in any enforcement action shall recover reasonable attorneys' fees and costs. Nevada follows the American Rule by default but enforces contractual fee-shifting provisions (NRS 18.010).

ARTICLE 14: DISPUTE RESOLUTION

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

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

14.3 Binding Arbitration. If mediation fails within sixty (60) days, binding arbitration under AAA Commercial Arbitration Rules:
(a) Seat: [________________________________], Nevada;
(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 any state or federal court sitting in [________________________________] County, Nevada, without first exhausting mediation or arbitration.

14.5 Exclusive Jurisdiction. For non-arbitrable disputes, the Partners submit to the exclusive jurisdiction of the [☐ Eighth Judicial District Court (Clark County) ☐ Second Judicial District Court (Washoe County) ☐ [________________________________] Judicial District Court], State of Nevada, or the United States District Court for the District of Nevada.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY NEVADA LAW, EACH PARTNER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Nevada courts enforce jury trial waivers in commercial agreements when knowingly and voluntarily made.

14.7 Statute of Limitations. The statute of limitations for actions on written contracts in Nevada is six (6) years (NRS 11.190(1)(b)).

14.8 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; remaining provisions continue.

15.5 Governing Law. Governed by the laws of the State of Nevada, including the Act, without regard to conflict of law principles. The Partners specifically intend that Nevada law shall govern the internal affairs of the Partnership.

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. Nevada recognizes electronic signatures under the Uniform Electronic Transactions Act (NRS 719.010 et seq.).

15.9 No Third-Party Beneficiaries. No rights conferred on non-Partners except as expressly provided.

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. The Partners expressly intend that this Agreement shall not confer any rights on creditors except to the limited extent required by the Act.

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

ARTICLE 16: NEVADA-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the Nevada Revised Uniform Partnership Act (NRS Chapter 87). Nevada adopted the Revised Uniform Partnership Act and has been recognized as one of the most business-friendly jurisdictions in the United States.

16.2 No State Income Tax.
(a) Nevada does not impose a state personal income tax. There is no state income tax on wages, salaries, partnership distributions, or other personal income earned by Nevada residents.
(b) Nevada does not impose a state corporate income tax. There is no corporate income tax or franchise tax on partnerships or corporations in Nevada.
(c) Consequence for Partners: Partners who are Nevada residents will not owe any Nevada state income tax on their share of Partnership income. However, Partners who reside in other states may be subject to income tax in their state of residence.
(d) No State Partnership Return. Because Nevada has no income tax, the Partnership is not required to file a state partnership income tax return in Nevada.
(e) Federal Tax Obligations Remain. The Partnership must still file federal Form 1065 and provide Schedule K-1 to each Partner. Federal income tax obligations are unaffected by Nevada's no-income-tax status.

16.3 Nevada Commerce Tax.
(a) Businesses with Nevada gross revenue exceeding $4,000,000 in a fiscal year are subject to the Nevada Commerce Tax (NRS 363C).
(b) The Commerce Tax rate varies by industry (ranging from 0.051% to 0.331%).
(c) If the Partnership's Nevada gross revenue exceeds the threshold, it must file a Commerce Tax return with the Nevada Department of Taxation.
(d) The Commerce Tax is imposed on gross revenue (not net income).

16.4 No Franchise Tax. Nevada does not impose a franchise tax on partnerships. This is a significant advantage over states such as California (which imposes an annual minimum franchise tax) and Texas (which imposes a margin tax).

16.5 Annual List Filing (NRS 87.510).
(a) The Partnership must file an Annual List of partners with the Nevada Secretary of State.
(b) The Annual List must be filed on or before the last day of the month in which the anniversary date of the Partnership's initial filing with the Secretary of State falls.
(c) The Annual List must include the names and addresses of all partners and the name and address of the Partnership's registered agent.
(d) Filing fee: $150 for the Annual List.
(e) Late filing results in a $75 late fee.
(f) Failure to file for one year may result in revocation of the Partnership's right to transact business.

16.6 State Business License (NRS 76.100).
(a) Every business operating in Nevada must obtain a State Business License from the Secretary of State.
(b) The initial license fee and annual renewal fee is $200.
(c) The Business License must be renewed annually.
(d) Failure to maintain the Business License may result in penalties and inability to maintain actions in Nevada courts.

16.7 Annual Compliance Cost Summary.

Nevada Secretary of State
Address: 202 North Carson Street, Carson City, NV 89701
Las Vegas Office: 555 E. Washington Ave., Suite 5200, Las Vegas, NV 89101
Phone: (775) 684-5708
Website: https://www.nvsos.gov

Nevada Department of Taxation
Address: 1550 College Parkway, Suite 115, Carson City, NV 89706
Phone: (866) 962-3707
Website: https://tax.nv.gov

16.8 Charging Order Protections (NRS 87.4342) -- CRITICAL PROVISION.
(a) Exclusive Remedy. Under NRS 87.4342, a charging order is the sole and exclusive remedy by which a judgment creditor of a partner or a partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the Partnership.
(b) What a Charging Order Does. A charging order charges the transferable interest of the judgment debtor and requires the Partnership to pay over to the person holding the charging order any distributions that would otherwise be paid to the judgment debtor partner.
(c) What a Charging Order Does NOT Do. A charging order does NOT:
(i) Grant the creditor any management or voting rights;
(ii) Entitle the creditor to inspect books and records;
(iii) Allow the creditor to foreclose on or seize the Partnership interest;
(iv) Allow the creditor to force a distribution or dissolution; or
(v) Transfer ownership of the Partnership interest to the creditor.
(d) Court Discretion. The court may appoint a receiver of the share of distributions due or to become due to the judgment debtor and make all other orders that the circumstances may require.
(e) Redemption. At any time before foreclosure on the charging order, the partnership interest that is charged may be redeemed by the judgment debtor, by any one or more of the other partners, or by the Partnership with Partnership property.
(f) Multi-Member Protection. This exclusive charging order remedy applies regardless of the number of partners.
(g) Practical Significance. This protection is one of the strongest asset protection features available under any state's partnership law, making Nevada a preferred jurisdiction for partnership formation.

16.9 Statement of Partnership Authority (NRS 87.4307).
(a) A partnership may file a Statement of Partnership Authority with the Secretary of State.
(b) The statement may include grants of authority, limitations on authority, and the names and addresses of partners.
(c) A filed statement is effective for five (5) years unless earlier canceled.
(d) A grant of authority to transfer real property held in the Partnership name is conclusive in favor of a good-faith purchaser for value.

16.10 Registered Agent Requirements.
(a) The Partnership must maintain a registered agent in Nevada at all times.
(b) The registered agent must have a physical street address in Nevada (P.O. boxes are not acceptable).
(c) The registered agent may be: a Nevada resident individual, a Nevada domestic entity, or a foreign entity authorized to transact business in Nevada.
(d) Failure to maintain a registered agent may result in default of the Partnership's filings.

16.11 LLP Conversion Option (NRS 87.440).
(a) The Partners may elect to register the Partnership as a registered limited liability partnership ("LLP") under NRS 87.440.
(b) Requirements:
(i) File a certificate of registration signed by a majority in interest of the partners or by one or more authorized partners;
(ii) Filing fee: $75 for the certificate of registration;
(iii) Partnership name must contain "Limited-Liability Partnership," "L.L.P.," or "LLP";
(iv) File annual list and maintain state business license; and
(v) Maintain minimum liability insurance or financial responsibility.
(c) An LLP partner is not personally liable for the debts, obligations, or liabilities of the partnership arising from the negligence, wrongful acts, or misconduct of another partner or an employee not supervised by such partner.

16.12 Fictitious Firm Name (NRS 602.010).
(a) If the Partnership conducts business under a name that does not include the last names of all partners, it must file a Certificate of Fictitious Firm Name with the county clerk of the county where the business is located.
(b) The certificate must include the fictitious name, the full names and addresses of all partners, and the nature of the business.
(c) Filing fee varies by county.

16.13 Nevada Workers' Compensation.
(a) If the Partnership has employees, it must carry workers' compensation insurance under Nevada's Industrial Insurance Act (NRS 616A through 616D).
(b) Nevada does not allow employers to self-insure for workers' compensation (with limited exceptions for very large employers).
(c) Coverage is available through the State Industrial Insurance System or private carriers.

16.14 Nevada Employment Law.
(a) Nevada minimum wage: $12.00 per hour (as of July 1, 2024, and subject to annual adjustment).
(b) Nevada requires employers to provide paid leave (NRS 608.0197) -- at least 0.01923 hours of paid leave for each hour worked (effective January 1, 2020).
(c) Nevada prohibits discrimination under NRS 613.330 based on race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, national origin, and other protected categories.

16.15 Dissolution Under Nevada Law.
(a) Upon dissolution, the Partnership must follow winding-up procedures under the Act.
(b) A Statement of Dissolution may be filed with the Secretary of State.
(c) The Partnership must file a final Annual List.
(d) The State Business License must be surrendered or allowed to expire.
(e) All final federal tax returns must be filed.

16.16 Nevada's Business-Friendly Advantages Summary.

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

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

Name: [________________________________]
Capital Contribution: $[________________________________]
Percentage Interest: [____]%
State of Tax Residency: [________________________________]
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 federal tax filings
☐ File Annual List with the Nevada Secretary of State
☐ Renew State Business License
☐ Maintain registered agent designation
☐ File Commerce Tax return (if applicable)
☐ Other: [________________________________]

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

SCHEDULE E: NEVADA COMPLIANCE CHECKLIST

The Partnership shall maintain compliance with the following Nevada requirements:

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 Nevada before execution. Nevada's business-friendly laws, including its no-income-tax status and strong charging order protections, make it an attractive jurisdiction, but proper legal structuring is essential. Laws change frequently; statutory citations should be verified at 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.