Partnership Agreement - General (Oregon)

GENERAL PARTNERSHIP AGREEMENT

STATE OF OREGON

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 Oregon Revised Partnership Act, Oregon Revised Statutes Chapter 67, 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 ORS 67.005;

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. Oregon-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 Oregon Revised Partnership Act, ORS Chapter 67, 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 management and policies, 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) filing of a voluntary petition in bankruptcy or entry of an order for relief under any bankruptcy or insolvency law; (b) making of a general assignment for the benefit of creditors; (c) appointment of a receiver, trustee, or custodian for all or substantially all of such Partner's assets; or (d) filing of an involuntary petition not dismissed within sixty (60) days.

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

"Capital Contribution" means the total cash and agreed fair market value of property (net of liabilities) contributed to the Partnership by a 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 gross cash receipts 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.

"ORS" means the Oregon Revised Statutes, as amended from time to time.

"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 profit/loss shares, distribution rights, and management participation rights.

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

"Percentage Interest" means the percentage set forth opposite each Partner's name on Schedule A, as amended.

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

"Authority Schedule" means the internal approval and signature-authority schedule adopted by the Partners under this Agreement. It is not represented as a public filing or as notice to a third party.

"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 Partners intend to conduct the business described in this Agreement as an Oregon general partnership beginning on the Effective Date. Under ORS 67.055, however, the association of two or more persons to carry on as co-owners a business for profit can create a partnership whether or not the persons intend that result. Counsel must confirm whether conduct before the Effective Date created an earlier partnership or another legal relationship.

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

[________________________________]

or such other name as the Partners may unanimously approve. If the Partnership uses a name that does not include the surname of all Partners, the Partnership shall comply with applicable Oregon assumed business name registration requirements under ORS 648.005 et seq.

2.3 Assumed Business Name Review. Before using a name other than the legal name selected for the Partnership, counsel shall determine whether a current assumed-business-name filing or renewal is required and shall use the current Secretary of State form, instructions, and fee. This Agreement does not hard-code a filing fee or renewal period.

2.4 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any lawful activities incidental, necessary, or ancillary thereto.

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

[________________________________]
[________________________________]
[________________________________]

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

2.6 Service and Contact Information. The Partnership designates the following internal contact for legal notices under this Agreement:

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

This internal designation does not create a statutory registered-agent filing for an ordinary general partnership, alter lawful service methods, or satisfy any separate LLP, assumed-name, license, or foreign-qualification requirement.

2.7 Term. The Partnership shall commence on the Effective Date and continue until dissolved in accordance with Article 12 or by operation of law.

2.8 Internal Authority Schedule. ORS Chapter 67's current section sequence moves from ORS 67.070 to ORS 67.090 and does not contain the cited ORS 67.075 or an Oregon public “Statement of Partnership Authority” filing. The Partners shall instead complete an internal Authority Schedule stating:

(a) The name of the Partnership;

(b) The principal office and notice contacts;

(c) The names and mailing addresses of all Partners;

(d) Names of Partners authorized to execute instruments transferring real property;

(e) Any limitations on Partner authority.

The Authority Schedule allocates internal approval and signing responsibility only. Third-party effect is governed by applicable law, including ORS 67.090, and by the third party's knowledge or notice; no five-year public-filing rule is stated here.

2.9 Qualification in Other Jurisdictions. Before conducting business outside Oregon, counsel and tax advisors shall classify the activity, jurisdiction, registration, tax, licensing, and agent requirements. This Agreement does not state a Washington or other out-of-state tax result.

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 is required to make additional Capital Contributions without written consent.

(b) If additional capital is needed, the Managing Partner shall deliver written notice. Each Partner has the right, but not obligation, to contribute pro rata within thirty (30) days.

(c) If any Partner declines, remaining Partners may contribute, and Percentage Interests shall be adjusted.

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

(a) Credited with Capital Contributions, allocable income/gain, and assumed liabilities;

(b) Debited with distributions, allocable losses/deductions, and assumed Partner liabilities.

3.4 Interest on Capital. No Partner is entitled to interest on Capital Contributions unless otherwise agreed in writing.

3.5 Withdrawal of Capital. No Partner may withdraw Capital Contributions except as expressly provided herein.

3.6 Loans by Partners. Partners may, with Majority Interest consent, make loans to the Partnership. Loans shall not constitute Capital Contributions and shall be documented separately.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses.

(a) Net Profits. Allocated in proportion to Percentage Interests.

(b) Net Losses. Allocated in proportion to Percentage Interests; provided no allocation creates or increases a deficit in a Partner's Adjusted Capital Account.

(c) Regulatory Allocations:

(i) Minimum Gain Chargeback per Treasury Regulations Section 1.704-2(f);
(ii) Qualified Income Offset per Treasury Regulations Section 1.704-1(b)(2)(ii)(d);
(iii) Nonrecourse Deductions allocated in proportion to Percentage Interests.

(d) Substantial Economic Effect. All allocations are intended to comply with Treasury Regulations Section 1.704-1(b).

4.2 Distributions.

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

(b) Tax Distributions. The Partnership shall distribute to each Partner, at least [____] days before estimated tax payment dates, an amount sufficient to cover estimated income tax liability from Partnership operations, calculated at the highest combined federal and Oregon marginal tax rate.

(c) No distribution shall render the Partnership unable to pay debts as they become due.

4.3 Tax Elections. The Partnership shall make the following elections:

(a) Calendar year as taxable year (or other permitted year);

(b) Accrual method of accounting (or other permitted method);

(c) Code Section 754 election to adjust basis upon transfer or distribution;

(d) Such other elections as the Partnership Representative deems appropriate.

4.4 Tax Returns. The Partnership shall timely file:

(a) Federal Form 1065 (U.S. Return of Partnership Income);

(b) Oregon Form OR-65 (Oregon Partnership Return of Income);

(c) Schedule K-1 to each Partner (federal and Oregon) within seventy-five (75) days after Fiscal Year end.

Every partnership with income derived from or connected with sources in Oregon, or any partnership with an Oregon-resident partner, must file Form OR-65 per ORS 314.724.

4.5 Partnership Representative. [________________________________] is designated as the "Partnership Representative" under Code Section 6223. The Partnership Representative shall:

(a) Promptly notify all Partners of any audit;

(b) Keep Partners informed of audit status;

(c) Not settle without Majority Interest consent;

(d) Elect to push out imputed underpayments under Code Section 6226 if feasible.

4.6 Oregon Minimum Tax. Pursuant to ORS 314.732, each partnership transacting business in Oregon shall pay a minimum tax of $150.00 with its Oregon Form OR-65 filing.

4.7 Withholding. The Partnership shall comply with all applicable withholding requirements, including Oregon withholding for nonresident partners under ORS 314.781.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. The Partnership shall be managed collectively by all Partners. Each Partner has the right to participate in management.

5.2 Voting. Decisions require a Majority Interest vote except as otherwise specified. Each Partner votes in proportion to its Percentage Interest.

5.3 Major Decisions Requiring Unanimous Consent.

(a) Amendment of this Agreement;

(b) Admission of a new Partner;

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

(d) Merger, conversion, or reorganization;

(e) Voluntary dissolution;

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

(g) Adoption or amendment of the internal Authority Schedule;

(h) Change in business purpose;

(i) Related-party transactions;

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

5.4 Meetings.

(a) Regular Meetings. At least [☐ monthly / ☐ quarterly].

(b) Special Meetings. Called on five (5) business days' written notice.

(c) Quorum. Majority Interest present in person, by telephone/video, or by proxy.

(d) Minutes. Distributed within ten (10) business days.

(e) Action Without Meeting. Permitted by written consent.

5.5 Managing Partner.

(a) The initial Managing Partner shall be:

[________________________________]

(b) The Managing Partner may:

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

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

5.6 Duty of Care and Loyalty. Each Partner owes the duties of care and loyalty as set forth in ORS 67.155. The duty of care is limited to refraining from grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law.

5.7 Compensation. No Partner receives compensation except as approved by unanimous consent. Approved compensation is 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. Full legal power and authority to execute this Agreement and perform obligations. If an entity, duly organized, validly existing, and in good standing.

6.2 No Conflict. Execution and performance do not violate any law, regulation, or agreement.

6.3 Investment Purpose. Acquiring its Partnership Interest for investment, not for resale in violation of securities laws.

6.4 Sophistication. Financially sophisticated and has consulted independent advisors.

6.5 Financial Capacity. Has financial capacity to make Capital Contributions and meet obligations.

6.6 No Litigation. No pending or threatened litigation that would materially affect its ability to perform.

6.7 Compliance. In material compliance with all applicable laws, including Oregon licensing requirements.

6.8 Survival. These representations 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 laws.

7.2 Non-Competition.

(a) During the term and for [____] months following dissociation or dissolution, no Partner shall, directly or indirectly, own, manage, operate, consult for, or be employed by any competitive business within [________________________________] (the "Restricted Territory").

(b) Oregon Non-Compete Considerations. Under Oregon law (ORS 653.295, as amended by the Oregon Workplace Fairness Act and related legislation), non-compete agreements are subject to significant restrictions. While these provisions primarily apply to employer-employee relationships rather than between partners, Oregon courts may apply similar reasonableness standards when evaluating non-competition provisions in partnership agreements. Key Oregon requirements include:

(i) The non-compete must be reasonable in duration (generally limited to twelve (12) months or eighteen (18) months depending on the applicable statutory version);

(ii) The non-compete must be supported by a legitimate business interest (e.g., protection of trade secrets, confidential information, or goodwill);

(iii) Oregon courts may reform (blue-pencil) unreasonable restrictions.

(c) Exclusions. The restrictions do not apply to passive ownership of less than 5% of a publicly traded company or activities approved in writing by other Partners.

7.3 Non-Solicitation. During the term and for [____] months following dissociation, no Partner shall solicit, recruit, or hire any employee, contractor, customer, or supplier of the Partnership.

7.4 Confidentiality.

(a) Each Partner shall keep confidential all proprietary information ("Confidential Information"), including trade secrets as defined under the Oregon Uniform Trade Secrets Act (ORS 646.461 et seq.).

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

(c) Obligations survive dissociation and dissolution for [____] years. Trade secret protections continue indefinitely under ORS 646.461 et seq.

7.5 Notice of Material Matters. Each Partner shall promptly notify others of any material breach, adverse change, litigation, or Bankruptcy.

7.6 Devotion of Time. Each Partner shall devote time reasonably necessary unless otherwise specified on Schedule D.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The Fiscal Year ends on [________________________________].

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

(a) Current list of Partners with addresses;

(b) Tax returns for the three most recent Fiscal Years;

(c) This Agreement and all amendments;

(d) Current Authority Schedule and prior versions;

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

(f) Meeting minutes and written consents;

(g) Books, records, and access information required by ORS 67.150.

8.3 Accounting Method. [☐ Cash / ☐ Accrual] basis in accordance with GAAP.

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

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

(b) Annual financial statements within ninety (90) days;

(c) Additional information upon reasonable request.

8.5 Inspection Rights. Each Partner may inspect and copy books and records upon reasonable notice during business hours per ORS 67.155(5).

8.6 Bank Accounts. Deposited in the Partnership's name. Withdrawals require [☐ one / ☐ two] authorized signature(s).

8.7 Independent Accountant. Partners may engage a CPA for annual audit at Partnership expense.

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:

(a) Commercial general liability — not less than $[________________________________] per occurrence / $[________________________________] aggregate;

(b) Property insurance covering real and personal property;

(c) Workers' compensation as required by Oregon law (ORS 656.017) if the Partnership has employees;

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

(e) Business interruption insurance;

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

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

9.3 Oregon Workers' Compensation. Under ORS 656.017, every Oregon employer shall provide workers' compensation coverage. Partners who are employer-partners should note that under ORS 656.027, coverage requirements may apply to working partners depending on the nature of the partnership and applicable exemptions.

9.4 Risk Management. The Partnership shall implement appropriate risk management policies.

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" (losses, damages, liabilities, claims, judgments, costs, expenses, including reasonable attorneys' fees) arising from:

(a) Breach of this Agreement;

(b) Grossly negligent, reckless, or intentional misconduct;

(c) Knowing violation of law.

10.2 Notice and Defense. The indemnified party shall promptly notify and grant the Indemnifying Partner reasonable control of defense.

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

10.4 Limitation of Liability.

(a) No Partner is liable for monetary damages except for breach of loyalty, bad faith acts, intentional misconduct, knowing violation of law, 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 is liable for good faith reliance on records, expert opinions, or information reasonably believed accurate.

10.6 Insurance. The Partnership may purchase insurance for Partners against Partnership-related liabilities.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer its Partnership Interest without:

(a) Compliance with applicable securities laws;

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

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

11.2 Right of First Refusal.

(a) Offering Partner delivers written notice with a copy of the third-party offer;

(b) Other Partners have thirty (30) days to elect to purchase pro rata;

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

11.3 Buy-Sell Provisions.

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

(b) Valuation: [☐ Mutual agreement / ☐ Independent appraisal / ☐ Formula on Schedule E].

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

11.4 Admission of New Partners. Only with unanimous consent and joinder execution (Schedule C).

11.5 Withdrawal.

(a) Ninety (90) days' prior written notice required.

(b) Interest purchased per Section 11.3(b).

(c) Wrongful withdrawal creates liability under ORS 67.210.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation. A Partner is dissociated upon events described in ORS 67.200, 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 for cause;

(e) Judicial expulsion under ORS 67.200(5);

(f) Bankruptcy;

(g) Death, incapacity, or appointment of guardian;

(h) Termination of entity Partner.

12.2 Effect of Dissociation.

(a) Management rights terminate;

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

(c) Interest purchased per Section 11.3.

12.3 Dissolution Events. The Partnership dissolves upon:

(a) Unanimous written agreement;

(b) An event making it unlawful to continue;

(c) Judicial determination under ORS 67.260;

(d) Dissociation resulting in dissolution under ORS 67.250, unless within ninety (90) days a majority in interest agrees to continue;

(e) Disposition of substantially all assets.

12.4 Winding Up. Upon dissolution:

(a) Partners who have not wrongfully caused dissolution shall wind up per ORS 67.265;

(b) The Partnership continues for winding up only;

(c) Each Partner shall cooperate;

(d) File statement of dissolution with the Oregon Secretary of State per ORS 67.095.

12.5 Distribution Upon Liquidation.

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

(b) Reserves for contingent liabilities;

(c) Return of Capital Contributions;

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

12.6 Deficit Capital Account. No Partner is required to restore a deficit unless 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 and fails to cure within thirty (30) days;

(b) Becomes subject to Bankruptcy;

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

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

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

13.2 Remedies. Non-defaulting Partners ("Non-Defaulting Partners") may:

(a) Suspend voting and management rights;

(b) Purchase the interest at the lesser of FMV or book value, less damages;

(c) Offset amounts owed against distributions;

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

(e) Expel the Defaulting Partner.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party is entitled to reasonable attorneys' fees and costs, as permitted under ORS 20.096.

ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation. Partners shall first attempt good faith negotiation upon written notice.

14.2 Mediation. If not resolved within thirty (30) days, submit to non-binding mediation under AAA Commercial Mediation Procedures in [________________________________], Oregon. Costs shared equally.

14.3 Mandatory Arbitration. If not resolved within sixty (60) days of mediation commencement, submit to binding AAA Commercial Arbitration:

(a) Seat: [________________________________], Oregon;

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

(c) Reasoned award within sixty (60) days;

(d) Final and binding; judgment in any Oregon court.

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

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

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY OREGON LAW, EACH PARTNER WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING RELATING TO THIS AGREEMENT. Oregon counsel review: Oregon decisions recognizing voluntary waiver by agreement arose from agreed arbitration, not a standalone clause selecting litigation without a jury. Do not assume this clause will be enforced; counsel should confirm current enforceability, scope, and presentation. See Carrier v. Hicks, 316 Or. 341, 352 (1993); The Hays Group, Inc. v. Biege, 222 Or. App. 347, 350-52 (2008).

14.7 Confidentiality. All mediation and arbitration proceedings are confidential.

14.8 Force Majeure. No Partner is liable for delay or failure caused by Force Majeure Events (natural disasters, war, terrorism, pandemics, governmental actions, labor disputes), provided prompt notice and commercially reasonable mitigation efforts. Oregon-specific events may include volcanic activity (e.g., Cascades region), wildfires, and seismic events.

ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments. Amendment requires written instrument executed by all Partners.

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

15.3 Entire Agreement. This Agreement and Schedules constitute the entire agreement.

15.4 Severability. Invalid provisions are reformed; remainder continues.

15.5 Successors and Assigns. Binding on Partners and permitted successors.

15.6 Notices. Written notices deemed given upon:

(a) Personal delivery;

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

(c) Three (3) business days after certified mail;

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

addressed to the Partner at the address on Schedule A.

15.7 Counterparts; Electronic Signatures. Executed in counterparts. Electronic signatures are binding. Oregon recognizes electronic signatures under the Uniform Electronic Transactions Act (ORS 84.001 et seq.).

15.8 Interpretation. Headings are for convenience. "Including" means "including without limitation."

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

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

15.11 Creditors. No provision benefits creditors except as required by law.

ARTICLE 16. OREGON-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under the Oregon Revised Partnership Act, ORS Chapter 67. Oregon adopted its version of RUPA based on the 1994 Uniform Partnership Act (with 1997 amendments) promulgated by the National Conference of Commissioners on Uniform State Laws (NCCUSL). The Act took effect January 1, 1998. To the extent this Agreement conflicts with a non-waivable provision of ORS Chapter 67, the statutory provision controls per ORS 67.042.

16.2 Non-Waivable Provisions. Under ORS 67.042, the partnership agreement may not:

(a) Vary the rights and duties under ORS 67.042;

(b) Unreasonably restrict the right of access to books and records under ORS 67.155(5);

(c) Eliminate the duty of loyalty, though specific types of activities not violating the duty may be identified 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 under ORS 67.225(1), except to require the notice under ORS 67.220(1) to be in writing;

(g) Vary the right of judicial expulsion;

(h) Vary the winding up requirement;

(i) Restrict rights of third parties.

16.3 Authority and Public-Filing Gate.

(a) Internal Authority. Keep the current Authority Schedule with this Agreement. ORS 67.090 governs a partner's agency and the effect of acts within or outside the ordinary course; an internal limitation does not automatically bind a third party.

(b) No ORS 67.075 Filing. The current Oregon Chapter 67 does not contain the cited ORS 67.075 or the former template's five-year Statement of Partnership Authority filing. Do not submit or record a document under that label.

(c) Separate Filing Review. Before any assumed-name, LLP, conversion, merger, foreign-qualification, property, or other public filing, use the current governing section, Secretary of State form, county instructions, and fee. Do not infer a filing from this heading.

(d) Contact Information:
Oregon Secretary of State, Corporation Division
255 Capitol Street NE, Suite 151
Salem, Oregon 97310-1327
Telephone: (503) 986-2200
Website: sos.oregon.gov/business

16.4 Oregon Tax Matters.

(a) No Oregon Sales Tax. Oregon does not impose a general sales tax. The Partnership is not required to collect or remit sales tax on goods or services sold in Oregon. This is a significant advantage for Oregon-based partnerships, particularly those in retail or consumer-facing businesses. However, Partners should be aware that:

(i) If the Partnership sells goods or services into other states, it may be required to collect and remit sales tax in those states where it has economic nexus;

(ii) Oregon does impose certain excise taxes on specific goods (e.g., motor fuels, tobacco, marijuana);

(iii) Some Oregon municipalities impose local business license taxes or fees.

(b) Oregon Income Tax — Pass-Through Treatment. Oregon taxes partnership income at the partner level. The Partnership is not subject to entity-level income tax (except for the minimum tax). Partners report their distributive shares of income on their individual Oregon returns.

(i) The top Oregon marginal individual income tax rate is 9.9% (as of 2026; applies to taxable income over $125,000 for single filers / $250,000 for joint filers);

(ii) Oregon also assesses a 1.5% statewide transit tax on wages and self-employment income (including guaranteed payments from partnerships) earned within the TriMet and Lane Transit District boundaries;

(iii) Partners should factor the combined federal and Oregon rate when calculating Tax Distributions.

(c) Oregon Minimum Tax. Each partnership transacting business in Oregon must pay a minimum tax of $150.00 with its OR-65 filing per ORS 314.732.

(d) Oregon Corporate Activity Tax (CAT). If the Partnership has Oregon-source commercial activity exceeding $1 million, it may be subject to the Oregon Corporate Activity Tax (ORS 317A.100 et seq.). The Oregon CAT is:

The Oregon CAT is reported and paid annually.

(e) Withholding for Nonresident Partners. The Partnership shall withhold Oregon income tax on distributive shares to nonresident partners per ORS 314.781.

(f) Multnomah County and Metro Taxes. Partnerships with operations in the Portland metropolitan area should be aware of:

(i) Multnomah County Preschool for All (PFA) personal income tax surcharge on high earners;

(ii) Metro Supportive Housing Services (SHS) personal income tax;

(iii) These apply to individual Partners with income above applicable thresholds and are filed separately.

16.5 Oregon Workplace Fairness Act and Non-Compete Considerations.

(a) Oregon has enacted some of the nation's most restrictive non-compete legislation. While ORS 653.295 primarily applies to employment relationships, Oregon courts may apply similar reasonableness standards to partnership non-competes.

(b) Key considerations:

(i) Duration should generally not exceed twelve (12) months (or eighteen (18) months under certain circumstances);

(ii) The person subject to the non-compete should have access to trade secrets or competitively sensitive confidential information;

(iii) Oregon courts may reform overbroad restrictions rather than voiding them entirely.

(c) Practitioner Note: Oregon-licensed counsel should review Article 7 to ensure non-competition provisions are enforceable under current Oregon law.

16.6 Oregon Partnership Property. Under ORS 67.110, property acquired by the Partnership is property of the Partnership. A Partner has no interest in specific Partnership property.

16.7 Joint and Several Liability. Under ORS 67.130, Partners are jointly and severally liable for Partnership obligations. Partners should consider conversion to an LLP for liability protection.

16.8 Conversion to LLP. The Partners may convert to a Limited Liability Partnership by filing a Registration of Limited Liability Partnership (LLP) with the Oregon Secretary of State per ORS 67.700 et seq.

16.9 Oregon Business Registry — Annual Report. ORS 67.645 requires an annual report for a registered Oregon LLP and an authorized foreign LLP. Do not state or imply that an ordinary general partnership has the same filing merely because the partners signed this Agreement.

16.10 Oregon Secretary of State Filing Reference.

Note: Fees subject to change. Verify at sos.oregon.gov/business or (503) 986-2200.

16.11 Oregon-Specific Environmental Considerations. If the Partnership engages in activities subject to Oregon environmental regulation:

(a) The Oregon Department of Environmental Quality (DEQ) regulates air quality, water quality, and waste management;

(b) Oregon's bottle bill (ORS 459A.700 et seq.) may apply to beverage distributors;

(c) The Oregon Forest Practices Act (ORS 527.610 et seq.) governs forestry-related partnerships;

(d) Partners should review applicable environmental licensing and permitting requirements.

ARTICLE 17. EXECUTION

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

PARTNER SIGNATURE BLOCKS

PARTNER 1:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 2:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 3 (if applicable):

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction: [________________________________]
Title: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF OREGON
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: [__/__/____]

[NOTARY SEAL]

SCHEDULE A — PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests: 100%

SCHEDULE B — OREGON TAX COMPLIANCE CHECKLIST

☐ Federal EIN obtained

☐ Oregon Business Identification Number (BIN) obtained from the Oregon Department of Revenue

☐ Oregon Form OR-65 filing requirement confirmed

☐ Oregon minimum tax of $150.00 accounted for

☐ Oregon CAT registration (if commercial activity exceeds $1 million)

☐ TriMet/Lane Transit District transit tax registration (if applicable)

☐ Multnomah County / Metro tax obligations reviewed (if Portland area operations)

☐ Nonresident partner withholding procedures established (ORS 314.781)

☐ No Oregon sales tax collection required (confirm no out-of-state nexus obligations)

☐ Oregon workers' compensation coverage obtained (if employees)

☐ Oregon business license / city license obtained (check local requirements)

SCHEDULE C — FORM OF JOINDER AGREEMENT

The undersigned agrees to become a Partner and be bound by the General Partnership Agreement dated [__/__/____], as amended.

New Partner Information:

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

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. Average (or median if >20% divergence) 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 Oregon before execution. Oregon's non-compete laws are among the most restrictive in the nation — consult Oregon counsel before relying on any non-competition provision. Oregon does not have a general sales tax, but other tax obligations may apply. 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.