Partnership Agreement - General (Oklahoma)

GENERAL PARTNERSHIP AGREEMENT

STATE OF OKLAHOMA

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned parties (each, a "Partner" and collectively, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Oklahoma Revised Uniform Partnership Act, Oklahoma Statutes Title 54, Chapter 1, Sections 1-100 through 1-1105, and upon the terms and conditions set forth herein.

RECITALS

WHEREAS, the Partners desire to associate themselves as a general partnership for the purposes set forth herein;

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

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

WHEREAS, the Partners intend this Agreement to constitute the "partnership agreement" as defined in 54 O.S. § 1-101;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and 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. Oklahoma-Specific Provisions
17. Execution

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 Oklahoma Revised Uniform Partnership Act, 54 O.S. § 1-100 et seq., as amended from time to time.

"Adjusted Capital Account" means, with respect to each Partner, such Partner's Capital Account as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Bankruptcy" means, with respect to any Partner, (a) the filing of a voluntary petition in bankruptcy or the entry of an order for relief under any bankruptcy or insolvency law; (b) the making of a general assignment for the benefit of creditors; (c) the appointment of a receiver, trustee, or custodian for all or substantially all of such Partner's assets; or (d) the filing of an involuntary petition against such Partner that is not dismissed within sixty (60) days.

"Capital Account" means, for each Partner, the account maintained and adjusted in accordance with Section 3.5 and the applicable provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

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

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

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

"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 14.8.

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

"Majority Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

"Managing Partner" has the meaning set forth in Section 5.5.

"Net Cash Flow" means the gross cash receipts of the Partnership from all sources, less all cash expenditures (including debt service, capital expenditures, and reserves), but excluding Capital Contributions and loan proceeds.

"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 the entire ownership interest of a Partner in the Partnership, including the Partner's share of profits, losses, and distributions, and the Partner's right to participate in management.

"Partnership Representative" has the meaning set forth in Section 4.5.

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

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, governmental authority, or other entity.

"Statement of Authority" means a statement of partnership authority filed with the Oklahoma Secretary of State pursuant to 54 O.S. § 1-303.

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

"Transfer" has the meaning set forth in Section 11.1.

"Treasury Regulations" means the regulations promulgated under the Code, as amended.

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 Oklahoma pursuant to the Act, effective as of the Effective Date. The rights and obligations of the Partners shall be governed by this Agreement and, to the extent not inconsistent herewith, by the Act.

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

[________________________________]

or such other name as the Partners may unanimously approve in writing. The Partnership shall comply with all Oklahoma trade name registration requirements.

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 by Oklahoma law.

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

[________________________________]
[________________________________]
[________________________________]

The Partners may change the principal office by a Majority Interest vote.

2.5 Registered Agent. The Partnership's registered agent for service of process in Oklahoma shall be:

Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]

The registered agent must have a physical street address in Oklahoma (P.O. boxes are not acceptable). The registered agent may be changed by filing an updated statement with the Oklahoma Secretary of State.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity unless and until dissolved in accordance with Article 12 of this Agreement or by operation of law under the Act.

2.7 Statement of Partnership Authority. The Partners authorize and direct the filing of a Statement of Partnership Authority with the Oklahoma Secretary of State pursuant to 54 O.S. § 1-303 and, if applicable, in the office of the county clerk of each county in which Partnership real property is situated. The Statement of Authority shall:

(a) State the name of the Partnership;

(b) State the street address of the Partnership's chief executive office and, if different, an office in Oklahoma;

(c) State the names and mailing addresses of all Partners or the name and address of an agent appointed to maintain a list of Partners;

(d) Identify the names of Partners authorized to execute instruments transferring real property;

(e) Describe the authority, or any limitations on the authority, of Partners to enter into transactions on behalf of the Partnership.

The Statement of Authority shall be renewed prior to its five (5)-year expiration date unless earlier canceled or amended.

2.8 Qualification in Other Jurisdictions. If the Partnership conducts business outside Oklahoma, the Partners shall cause the Partnership to comply with all applicable registration, qualification, and filing requirements.

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute to the Partnership the Capital Contribution set forth opposite such Partner's name 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 such Partner's prior written consent.

(b) If the Partners determine that additional capital is needed, the Managing Partner shall deliver written notice to all Partners specifying the amount and purpose. Each Partner shall have the right, but not the obligation, to contribute its pro rata share within thirty (30) days.

(c) If any Partner elects not to contribute, the remaining Partners may contribute such shortfall, and Percentage Interests shall be adjusted proportionally.

3.3 Capital Accounts. A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Credited with such Partner's Capital Contributions, allocable share of income and gain, and the amount of any Partnership liabilities assumed;

(b) Debited with distributions to such Partner, allocable share of losses and deductions, and the amount of any Partner liabilities assumed by the Partnership.

3.4 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution unless otherwise agreed in writing.

3.5 Withdrawal of Capital. Except as expressly provided herein, no Partner shall have the right to withdraw, reduce, or demand a return of all or any part of its Capital Contribution.

3.6 Loans by Partners. Any Partner may, with Majority Interest consent, make loans to the Partnership. Such loans shall be documented in a separate written agreement and shall not constitute Capital Contributions.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses.

(a) Net Profits. Net profits of the Partnership for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(b) Net Losses. Net losses shall be allocated in proportion to Percentage Interests; provided that no allocation of loss shall create or increase a deficit in a Partner's Adjusted Capital Account.

(c) Regulatory Allocations. The following special allocations shall be made:

(i) Minimum Gain Chargeback. Allocations shall be made in accordance with Treasury Regulations Section 1.704-2(f);

(ii) Qualified Income Offset. Items of income and gain shall be allocated as required by Treasury Regulations Section 1.704-1(b)(2)(ii)(d);

(iii) Nonrecourse Deductions. Nonrecourse deductions shall be allocated in proportion to Percentage Interests.

(d) Substantial Economic Effect. All allocations are intended to satisfy the "substantial economic effect" test under Treasury Regulations Section 1.704-1(b).

4.2 Distributions.

(a) Net Cash Flow shall be distributed to Partners at such times and in such amounts as determined by a Majority Interest, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually], in proportion to Percentage Interests.

(b) The Partnership shall distribute to each Partner, not later than [____] days prior to estimated tax payment due dates, an amount sufficient to cover such Partner's estimated income tax liability from Partnership operations (the "Tax Distribution"), calculated at the highest marginal rate applicable to Oklahoma residents.

(c) No distribution shall be made if it would render the Partnership unable to pay its debts as they become due.

4.3 Tax Elections. The Partnership shall make the following elections unless the Partners unanimously decide otherwise:

(a) Adopt the calendar year as its taxable year;

(b) Adopt the accrual method of accounting (or such other permitted method);

(c) Elect, pursuant to Code Section 754, to adjust the basis of Partnership property upon a transfer or distribution;

(d) Any other election the Partnership Representative deems appropriate.

4.4 Tax Returns. The Partnership shall prepare and timely file all required federal, state, and local tax returns, including IRS Form 1065 and Oklahoma Form 514 (Partnership Income Tax Return). The Partnership shall furnish to each Partner a completed Schedule K-1 and Oklahoma Schedule K-1 within seventy-five (75) days after the end of each Fiscal Year.

4.5 Partnership Representative. [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall:

(a) Promptly notify all Partners of any audit or proceeding;

(b) Keep Partners informed of the status of any audit;

(c) Not settle or compromise any tax matter without Majority Interest consent;

(d) Elect to push out any imputed underpayment under Code Section 6226, if feasible.

4.6 Withholding. The Partnership shall comply with all applicable tax withholding requirements, including Oklahoma withholding for nonresident partners under 68 O.S. § 2385.29.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. Unless otherwise provided herein, the Partnership shall be managed collectively by all Partners. Each Partner shall have the right to participate in management, subject to the voting requirements herein.

5.2 Voting. Except as otherwise specified, decisions shall require the affirmative vote of Partners holding a Majority Interest. Each Partner votes in proportion to its Percentage Interest.

5.3 Major Decisions Requiring Unanimous Consent. The following actions require unanimous written consent:

(a) Amendment of this Agreement;

(b) Admission of a new Partner;

(c) Sale of all or substantially all Partnership assets outside the ordinary course;

(d) Merger, conversion, or reorganization;

(e) Voluntary dissolution;

(f) Incurrence of indebtedness exceeding $[________________________________];

(g) Filing of a Statement of Authority or any amendment thereto;

(h) Any change in the business purpose;

(i) Entry into any related-party transaction;

(j) Commencement or settlement of litigation exceeding $[________________________________] in controversy.

5.4 Meetings.

(a) Regular Meetings. Partners shall hold regular meetings at least [☐ monthly / ☐ quarterly] at the principal office or other agreed location.

(b) Special Meetings. Any Partner may call a special meeting upon not less than five (5) business days' prior written notice.

(c) Quorum. Partners holding a Majority Interest, present in person, by telephone/video, or by proxy, constitute a quorum.

(d) Minutes. Written minutes shall be kept and distributed within ten (10) business days.

(e) Action Without Meeting. Actions may be taken without a meeting if consented to in writing by the requisite Percentage Interest.

5.5 Managing Partner.

(a) The initial Managing Partner shall be:

[________________________________]

(b) The Managing Partner shall have authority to:

(i) Execute contracts in the ordinary course not exceeding $[________________________________];
(ii) Hire and terminate employees and contractors;
(iii) Open and manage Partnership bank accounts;
(iv) Make routine expenditures within approved budgets;
(v) Represent the Partnership before third parties.

(c) The Managing Partner shall serve until resignation, removal by Majority Interest, or dissociation.

5.6 Duty of Care and Loyalty. Each Partner owes the Partnership and other Partners the duties of care and loyalty as set forth in 54 O.S. § 1-404. A Partner's duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

5.7 Compensation. No Partner shall receive compensation for services except as approved by unanimous consent. Approved compensation shall be treated as a guaranteed payment under Code Section 707(c).

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

6.1 Capacity and Authority. Such Partner has full legal right, power, and authority to execute this Agreement and perform its obligations. If an entity, it is duly organized, validly existing, and in good standing.

6.2 No Conflict. Execution and performance will not violate any law, regulation, or agreement to which such Partner is a party.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for investment purposes only, not with a view toward resale in violation of securities laws.

6.4 Sophistication and Independent Counsel. Such Partner is financially sophisticated and has had the opportunity to consult independent legal and tax advisors.

6.5 Financial Capacity. Such Partner has the financial capacity to make its Capital Contribution and meet its obligations.

6.6 No Litigation. There is no pending or, to such Partner's knowledge, threatened litigation that would materially affect its ability to perform.

6.7 Compliance with Laws. Such Partner is in material compliance with all applicable laws, including Oklahoma licensing requirements.

6.8 Survival. These representations and warranties survive for [____] years, except Sections 6.1 and 6.2 survive indefinitely.

ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with applicable federal, state, and local laws, including Oklahoma partnership law.

7.2 Non-Competition — OKLAHOMA-SPECIFIC RESTRICTIONS.

(a) IMPORTANT OKLAHOMA LAW NOTICE: Under 15 O.S. § 217, Oklahoma prohibits contracts in restraint of trade. A person cannot be restrained from exercising a lawful profession, trade, or business of any kind, except as specifically allowed by statute.

(b) Permitted Non-Compete Upon Dissolution. Pursuant to 15 O.S. § 219, Partners may agree — upon or in anticipation of a dissolution of the Partnership — that none of them will carry on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof. This is the sole permitted form of non-competition agreement among Partners under Oklahoma law.

(c) Non-Compete Upon Dissolution. Upon dissolution or dissociation of a Partner, the Partners agree as follows:

☐ Option A — Geographic Restriction: No dissociating or departing Partner shall carry on a similar business within the county of [________________________________] and the contiguous counties of [________________________________] for a period of [____] months following dissociation or dissolution.

☐ Option B — No Non-Compete: The Partners elect not to include a non-competition restriction.

(d) Non-Solicitation — Permitted Under Oklahoma Law. Pursuant to 15 O.S. § 219A, a Partner who dissociates from the Partnership shall be permitted to engage in the same or similar business as that conducted by the Partnership, provided that such Partner does not directly solicit the sale of goods, services, or a combination thereof from the established customers of the Partnership. This non-solicitation restriction shall remain in effect for a period of [____] months following dissociation.

(e) Non-Solicitation of Employees. Pursuant to 15 O.S. § 219B, a dissociating Partner may not directly solicit, contact, or recruit employees of the Partnership for a period of one (1) year following the dissociation, provided the Partnership has identified such employees in a list presented to the dissociating Partner.

7.3 Confidentiality.

(a) Each Partner shall keep confidential all proprietary and confidential information, including trade secrets, customer lists, financial data, business plans, and operational methods ("Confidential Information").

(b) Exclusions: information that is publicly available, previously known, independently developed, or required to be disclosed by law.

(c) These obligations survive dissociation and dissolution for [____] years. Protection of trade secrets under the Oklahoma Uniform Trade Secrets Act (78 O.S. § 85 et seq.) is in addition to this Section.

7.4 Notice of Material Matters. Each Partner shall promptly notify the other Partners of any material breach, adverse change, threatened litigation, or Bankruptcy event.

7.5 Devotion of Time. Each Partner shall devote such time as is reasonably necessary for Partnership business. Partners are not required to devote full time unless specified on Schedule D.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The Fiscal Year shall end on [________________________________] of each year.

8.2 Books and Records. The Partnership shall maintain at its principal office:

(a) A current list of Partners with addresses;

(b) Copies of federal, state, and local tax returns for the three most recent Fiscal Years;

(c) This Agreement and all amendments;

(d) A copy of the Statement of Authority;

(e) Financial statements for the three most recent Fiscal Years;

(f) Minutes of all Partner meetings and written consents;

(g) Books and records as required by 54 O.S. § 1-403.

8.3 Accounting Method. Books shall be maintained on the [☐ cash / ☐ accrual] basis in accordance with GAAP, consistently applied.

8.4 Financial Reporting. The Managing Partner or accountant shall prepare and distribute:

(a) Monthly or quarterly unaudited financial statements within thirty (30) days;

(b) Annual financial statements within ninety (90) days after each Fiscal Year end;

(c) Such other information as any Partner reasonably requests.

8.5 Inspection Rights. Each Partner may, upon reasonable notice, inspect and copy Partnership books during normal business hours as provided by 54 O.S. § 1-403.

8.6 Bank Accounts. Funds shall be deposited in the Partnership's name. Withdrawals require [☐ one (1) / ☐ two (2)] authorized Partner signature(s).

8.7 Independent Accountant. The Partners may engage an independent CPA for annual audits at Partnership expense.

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 / $[________________________________] aggregate;

(b) Property insurance covering Partnership real and personal property;

(c) Workers' compensation insurance as required by Oklahoma law (85A O.S. § 1 et seq.) if the Partnership has employees;

(d) Professional liability insurance, if applicable — not less than $[________________________________];

(e) Business interruption insurance in appropriate amounts;

(f) Such other insurance as required by law or deemed advisable.

9.2 Additional Insured. Each Partner shall be named as additional insured where commercially feasible.

9.3 Oklahoma Workers' Compensation. If the Partnership employs workers, it shall comply with the Oklahoma Administrative Workers' Compensation Act (85A O.S. § 1 et seq.), including securing workers' compensation coverage through an insurance carrier authorized to do business in Oklahoma or through self-insurance as approved by the Oklahoma Workers' Compensation Commission.

9.4 Risk Management. The Partnership shall implement appropriate risk management policies consistent with 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, the Partnership, and their respective officers, employees, agents, and representatives from and against any losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees (collectively, "Losses"), arising from:

(a) Any breach of any representation, warranty, covenant, or obligation under this Agreement;

(b) Grossly negligent, reckless, or intentional misconduct in connection with Partnership business;

(c) Any knowing violation of law.

10.2 Notice and Defense. The indemnified party shall promptly notify the Indemnifying Partner and grant reasonable control of the defense. Failure to provide prompt notice shall not relieve the Indemnifying Partner except to the extent materially prejudiced.

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

10.4 Limitation of Liability.

(a) No Partner shall be liable for monetary damages for acts in its capacity as a Partner, except for breach of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violation of law, transactions yielding improper personal benefit, or fraud.

(b) Aggregate liability shall not exceed [________________________________] (the "Liability Cap"), except for fraud, willful misconduct, or knowing violation of law.

(c) IN NO EVENT SHALL ANY PARTNER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT.

10.5 Exculpation. No Partner shall be liable for good faith reliance upon records, expert opinions, or information reasonably believed to be accurate.

10.6 Insurance. The Partnership may purchase insurance on behalf of Partners against Partnership-related liabilities.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may sell, assign, pledge, encumber, or otherwise transfer ("Transfer") its Partnership Interest without:

(a) Compliance with applicable securities laws;

(b) Prior written consent of Partners holding at least [____]% of non-transferring Percentage Interests;

(c) Delivery of a satisfactory opinion of counsel regarding securities law exemption.

11.2 Right of First Refusal.

(a) Any Partner receiving a bona fide third-party offer shall deliver written notice (the "Offer Notice") with a complete copy of the offer.

(b) Other Partners have thirty (30) days to elect to purchase on the same terms, pro rata.

(c) If not exercised, the Transfer may proceed within ninety (90) days on terms no more favorable to the third party.

11.3 Buy-Sell Provisions.

(a) Triggering Events: Death or disability, Bankruptcy, material breach, or retirement with [____] days' notice.

(b) Valuation: Determined by [☐ mutual agreement / ☐ independent appraisal / ☐ formula on Schedule E].

(c) Payment: [☐ In full at closing / ☐ In installments over [____] months at [____]% per annum].

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

11.5 Withdrawal.

(a) A Partner may withdraw upon ninety (90) days' prior written notice.

(b) The withdrawing Partner's interest shall be purchased per Section 11.3(b).

(c) Wrongful withdrawal creates liability for damages under 54 O.S. § 1-602.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation. A Partner shall be dissociated upon any event described in 54 O.S. § 1-601, including:

(a) Notice of express will to withdraw;

(b) An event specified in this Agreement;

(c) Expulsion pursuant to this Agreement;

(d) Expulsion by unanimous vote of other Partners for cause;

(e) Judicial expulsion under 54 O.S. § 1-601(5);

(f) Bankruptcy;

(g) Death, incapacity, or appointment of guardian (if an individual);

(h) Termination of an entity Partner.

12.2 Effect of Dissociation. Upon dissociation:

(a) The dissociated Partner's management rights terminate;

(b) The duties of loyalty and care terminate as to future matters;

(c) The dissociated Partner's interest shall be purchased per Section 11.3.

12.3 Dissolution Events. The Partnership dissolves upon the first to occur of:

(a) Unanimous written agreement of all Partners;

(b) An event making it unlawful to continue the business;

(c) Judicial determination under 54 O.S. § 1-801 that (i) the economic purpose is likely unreasonably frustrated, (ii) a Partner has engaged in conduct making it not reasonably practicable to carry on, or (iii) it is not reasonably practicable to carry on in conformity with this Agreement;

(d) Dissociation of a Partner resulting in dissolution under 54 O.S. § 1-801(2), unless within ninety (90) days a majority in interest agrees to continue;

(e) Disposition of all or substantially all Partnership assets.

12.4 Winding Up. Upon dissolution:

(a) Partners who have not wrongfully caused dissolution shall wind up affairs in accordance with 54 O.S. § 1-803;

(b) The Partnership continues for winding up purposes only;

(c) Each Partner shall cooperate;

(d) The Partnership shall file a statement of dissolution with the Oklahoma Secretary of State pursuant to 54 O.S. § 1-805.

12.5 Distribution Upon Liquidation. Assets shall be applied in this order:

(a) Payment of debts to creditors (including Partner-creditors);

(b) Establishment of reasonable reserves for contingent liabilities;

(c) Return of Capital Contributions to Partners;

(d) Distribution to Partners in proportion to positive Capital Account balances.

12.6 Deficit Capital Account. No Partner is required to restore a deficit Capital Account upon dissolution unless otherwise required by law.

ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs when a Partner (the "Defaulting Partner"):

(a) Materially breaches this Agreement and fails to cure within thirty (30) days after written notice;

(b) Becomes subject to Bankruptcy;

(c) Commits fraud, embezzlement, or criminal conduct relating to the Partnership;

(d) Knowingly or intentionally violates law, materially and adversely affecting the Partnership;

(e) Fails to make a required Capital Contribution within fifteen (15) days after demand.

13.2 Remedies. Non-defaulting Partners (each, a "Non-Defaulting Partner") may:

(a) Suspend the Defaulting Partner's voting and management rights;

(b) Purchase the Defaulting Partner's interest at the lesser of fair market value or book value, less damages;

(c) Offset amounts owed against distributions;

(d) Seek specific performance, injunctive relief, or other remedies at law or equity;

(e) Expel the Defaulting Partner.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party in any action is entitled to reasonable attorneys' fees and costs.

ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation. Partners shall first attempt in good faith to resolve Disputes by direct negotiation upon written notice.

14.2 Mediation. If not resolved within thirty (30) days, Partners shall submit to non-binding mediation administered by the AAA in [________________________________], Oklahoma, with costs shared equally.

14.3 Mandatory Arbitration. If not resolved through mediation within sixty (60) days, the Dispute shall be submitted to binding arbitration under AAA Commercial Arbitration Rules:

(a) Seat of arbitration: [________________________________], Oklahoma;

(b) One (1) arbitrator (or three (3) if amount exceeds $[________________________________]) with at least ten (10) years' experience;

(c) Reasoned award within sixty (60) days after close of hearing;

(d) Final and binding; judgment may be entered in any Oklahoma court.

14.4 Injunctive Relief. Any Partner may seek injunctive relief in state or federal courts in [________________________________] County, Oklahoma.

14.5 Governing Law. This Agreement is governed by Oklahoma law, including the Act, without regard to conflict of laws principles.

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

14.7 Confidentiality. All mediation and arbitration proceedings shall be confidential.

14.8 Force Majeure. No Partner shall be liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemics, governmental actions, or labor disputes ("Force Majeure Event"), provided the affected party gives prompt notice and uses commercially reasonable mitigation efforts.

ARTICLE 15. GENERAL PROVISIONS

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

15.2 Waiver. No failure or delay in exercising any right operates as a waiver.

15.3 Entire Agreement. This Agreement and the Schedules constitute the entire agreement and supersede all prior agreements.

15.4 Severability. If any provision is held invalid, the remainder continues in force.

15.5 Successors and Assigns. This Agreement binds and benefits the Partners and their permitted successors and assigns.

15.6 Notices. All notices shall be in writing, deemed given upon:

(a) Personal delivery;

(b) One (1) business day after overnight courier deposit;

(c) Three (3) business days after first-class certified mail deposit;

(d) Confirmed email transmission (with copy by another method);

addressed to the Partner at the address on Schedule A.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures are binding.

15.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." Singular includes plural and vice versa.

15.9 No Third-Party Beneficiaries. No Person other than the Partners and permitted successors and assigns has any rights hereunder.

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

15.11 Creditors. No provision benefits any creditor except as required by law.

ARTICLE 16. OKLAHOMA-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the Oklahoma Revised Uniform Partnership Act, 54 O.S. § 1-100 et seq. Oklahoma adopted a version of RUPA effective November 1, 2001. To the extent this Agreement conflicts with a non-waivable provision of the Act, the statutory provision controls, per 54 O.S. § 1-103.

16.2 Non-Waivable Provisions. Under 54 O.S. § 1-103, the partnership agreement may not:

(a) Vary the rights and duties under Section 1-103;

(b) Unreasonably restrict access to books and records under Section 1-403;

(c) Eliminate the duty of loyalty, though it may identify specific activities not violating the duty if not manifestly unreasonable;

(d) Unreasonably reduce the duty of care;

(e) Eliminate the obligation of good faith and fair dealing;

(f) Vary the power to dissociate except to require up to 180 days' notice;

(g) Vary the right of judicial expulsion;

(h) Vary the winding up requirement;

(i) Restrict third-party rights.

16.3 Statement of Partnership Authority Filing.

(a) Filing. The Partnership may file a Statement of Partnership Authority with the Oklahoma Secretary of State per 54 O.S. § 1-303.

(b) Filing Fee. The fee for filing a statement is $100.00 (as of 2026; verify current fee).

(c) Duration. Unless earlier canceled, a filed statement is canceled by operation of law five (5) years after filing or the most recent amendment.

(d) Real Property. A filed statement grants constructive notice of authority to transfer real property when recorded in the county clerk's office where the property is located.

(e) Contact Information:
Oklahoma Secretary of State, Business Filing Division
421 NW 13th Street, Suite 210
Oklahoma City, Oklahoma 73103
Telephone: (405) 521-3912
Website: www.sos.ok.gov

16.4 Oklahoma Non-Competition Law — Critical Notice.

(a) General Prohibition. Oklahoma law, 15 O.S. § 217, broadly prohibits contracts in restraint of trade. Any agreement by which anyone is restrained from exercising a lawful profession, trade, or business is void and unenforceable, except as specifically excepted by statute.

(b) Partnership Dissolution Exception (15 O.S. § 219). Partners may agree, upon or in anticipation of dissolution, that none will carry on a similar business within a specified county and contiguous counties, or within a specified city or town.

(c) Non-Solicitation Exception (15 O.S. § 219A). A departing Partner may engage in the same or similar business but shall not directly solicit the sale of goods or services from established customers of the Partnership.

(d) Employee Non-Solicitation (15 O.S. § 219B). A departing Partner may not solicit, contact, or recruit employees of the Partnership for one (1) year, provided the Partnership has identified such employees in a written list.

(e) Practitioner Note: Any non-competition provision in this Agreement that exceeds the scope permitted by 15 O.S. §§ 217-219B is void and unenforceable under Oklahoma law. Oklahoma attorneys should carefully review Article 7 for compliance.

16.5 Oklahoma Tax Matters.

(a) State Income Tax — Pass-Through Treatment. Oklahoma does not impose an entity-level income tax on general partnerships. Partnership income, deductions, and credits pass through to individual Partners and are reported on each Partner's Oklahoma individual income tax return (Form 511 or 511NR). The Partnership shall file Oklahoma Form 514 (Partnership Income Tax Return).

(b) Top Marginal Individual Income Tax Rate. Oklahoma's top marginal individual income tax rate is 4.75% (as of 2026). Partners should consider this rate when calculating Tax Distributions.

(c) Withholding for Nonresident Partners. The Partnership shall withhold Oklahoma income tax from the distributive shares allocated to nonresident Partners pursuant to 68 O.S. § 2385.29.

(d) Oklahoma Franchise Tax. General partnerships are generally not subject to the Oklahoma franchise tax. However, if the Partnership converts to an LLP or other entity, franchise tax obligations may apply.

(e) Oklahoma Sales Tax. If the Partnership sells taxable goods or services, it must register for an Oklahoma Sales Tax Permit with the Oklahoma Tax Commission (OTC) and collect and remit sales tax at the applicable rate (currently 4.5% state rate plus applicable local rates).

(f) Ad Valorem (Property) Tax. The Partnership is subject to ad valorem taxes on real and personal property situated in Oklahoma. Property must be listed with the county assessor in the county where it is located.

16.6 Agricultural Partnership Provisions. If the Partnership is engaged in agricultural operations in Oklahoma:

(a) Right to Farm. The Partnership acknowledges and may benefit from the protections of the Oklahoma Right to Farm Act (2 O.S. § 1451 et seq.), which provides certain protections against nuisance claims for agricultural operations;

(b) Agricultural Liens. The Partnership shall comply with Oklahoma agricultural lien requirements under 42 O.S. § 141 et seq.;

(c) Federal Programs. If the Partnership participates in federal agricultural programs (USDA, FSA, etc.), the Agreement should be reviewed for compliance with applicable program requirements.

16.7 Joint and Several Liability. Under 54 O.S. § 1-306, all Partners are jointly and severally liable for all obligations of the Partnership. Partners should carefully consider this liability exposure and may wish to explore conversion to an LLP under 54 O.S. § 1-1001 et seq.

16.8 Oklahoma Partnership Property. Under 54 O.S. § 1-203, property acquired by the Partnership is property of the Partnership and not of the individual Partners. Property is partnership property if acquired in the name of the Partnership or acquired by a Partner with an indication of partnership capacity.

16.9 Conversion to LLP. The Partners may, by unanimous vote, elect to convert the Partnership to a Limited Liability Partnership by filing a Statement of Qualification with the Oklahoma Secretary of State pursuant to 54 O.S. § 1-1001. The annual certificate fee for an LLP is $50.00.

16.10 Oklahoma Secretary of State Filing Reference.

Note: Fees are subject to change. Verify at www.sos.ok.gov or (405) 521-3912.

ARTICLE 17. EXECUTION

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

PARTNER SIGNATURE BLOCKS

PARTNER 1:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 2:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 3 (if applicable):

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF OKLAHOMA
COUNTY OF [________________________________]

Before me, the undersigned notary public, on this [____] day of [________________________________], 20[____], 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: [__/__/____]

Commission Number: [________________________________]

[NOTARY SEAL]

SCHEDULE A — PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests: 100%

SCHEDULE B — OKLAHOMA NON-COMPETITION COMPLIANCE CHECKLIST

Prior to execution, confirm the following regarding non-competition and non-solicitation provisions:

☐ Non-competition provisions are limited to dissolution/dissociation scenarios per 15 O.S. § 219

☐ Geographic scope is limited to a specified county and contiguous counties (or specified city/town)

☐ Non-solicitation provisions comply with 15 O.S. § 219A (customer non-solicitation only)

☐ Employee non-solicitation provisions comply with 15 O.S. § 219B (requires identified employee list, one-year limit)

☐ No provisions attempt to broadly restrain a Partner from practicing a lawful profession, trade, or business in violation of 15 O.S. § 217

☐ Oklahoma-licensed attorney has reviewed Article 7 for statutory compliance

SCHEDULE C — FORM OF JOINDER AGREEMENT

The undersigned hereby agrees to become a Partner of [________________________________] (the "Partnership") and to be bound by all terms of the General Partnership Agreement dated [__/__/____], as amended.

New Partner Information:

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

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

Acknowledged by Existing Partners:

SCHEDULE D — PARTNER DUTIES AND COMPENSATION

SCHEDULE E — VALUATION METHODOLOGY

☐ Option 1: Agreed Value. Partners attempt to agree within thirty (30) days.

☐ Option 2: Independent Appraisal. Each side selects one appraiser; the two select a third. The average (or median if values differ by more than 20%) controls. Costs shared equally.

☐ Option 3: Formula. FMV = [____] x average net income for [____] years + book value of assets - liabilities.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in Oklahoma before execution. Oklahoma's non-competition laws are unique and impose strict limitations — consult an Oklahoma-licensed attorney before relying on any non-competition provision. Laws and filing requirements change frequently. Do not use this template without professional legal review. No attorney-client relationship is created by use of this template.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-27.