Partnership Agreement - General (South Carolina)

GENERAL PARTNERSHIP AGREEMENT

STATE OF SOUTH CAROLINA

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"):

Partner A: [________________________________] (Full Legal Name), a resident of [________________________________] County, South Carolina / a [________________________________] (entity type) organized under the laws of [____]

Partner B: [________________________________] (Full Legal Name), a resident of [________________________________] County, South Carolina / a [________________________________] (entity type) organized under the laws of [____]

Partner C (if applicable): [________________________________] (Full Legal Name), a resident of [________________________________] County, South Carolina / a [________________________________] (entity type) organized under the laws of [____]

The Partners hereby form a general partnership (the "Partnership") pursuant to and governed by the South Carolina Uniform Partnership Act, S.C. Code Ann. Section 33-41-10 et seq. (the "Act"), and upon the following terms and conditions.

RECITALS

A. The Partners desire to associate themselves as partners in a general partnership for the purposes described herein;

B. Each Partner will make or has made the capital contributions described on Schedule A attached hereto;

C. The Partners wish to set forth in writing their respective rights, obligations, and duties with respect to the Partnership;

D. The Partners intend that this Partnership shall be governed by the South Carolina Uniform Partnership Act (S.C. Code Ann. Section 33-41-10 et seq.) and that this Agreement shall supplement and, where permitted by law, supersede the default provisions thereof; and

E. The Partners acknowledge that general partnerships formed in South Carolina are subject to county business license requirements and that each Partner has a duty to ensure compliance with all applicable local licensing requirements.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained 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. South Carolina-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. Defined terms appear in quotation marks upon first use.

"AAA" means the American Arbitration Association.

"Act" means the South Carolina Uniform Partnership Act, S.C. Code Ann. Section 33-41-10 et seq., as amended from time to time.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

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

"Agreement" means this General Partnership Agreement, including all Schedules and Exhibits attached hereto, as amended from time to time.

"Bankruptcy" means, with respect to any Partner, (i) the filing of a voluntary petition or the entry of an order for relief under the United States Bankruptcy Code, (ii) the making of a general assignment for the benefit of creditors, (iii) the appointment of a receiver, custodian, or trustee for all or substantially all assets, or (iv) any similar proceeding under applicable state or federal law.

"Capital Account" means, for each Partner, the account maintained in accordance with Section 4.1(c) and Treasury Regulations Section 1.704-1(b)(2)(iv).

"Capital Contribution" means, for any Partner, the total amount of cash and the agreed fair market value of property (net of liabilities assumed or 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.

"County Business License" means the business license required by the applicable county or municipality in South Carolina where the Partnership conducts business, as described in Section 16.3.

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

"Dissociation" has the meaning set forth in Section 12.1 and as described in S.C. Code Ann. Section 33-41-610 et seq.

"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 15.10.

"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.

"Net Cash Flow" means the gross cash receipts of the Partnership less all cash expenditures, debt service payments, and reasonable reserves as determined by the Partners.

"Non-Defaulting Partner" has the meaning set forth in Section 13.2.

"Partner" and "Partners" have the meanings set forth in the preamble.

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

"Partnership Interest" means a Partner's entire interest in the Partnership, including such Partner's right to distributions, allocations of Profits and Losses, and 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 in accordance with this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

"Profits" and "Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss as determined under Code Section 703(a), with appropriate adjustments.

"Rider" means any state-specific addendum attached as Schedule B.

"Secretary of State" means the South Carolina Secretary of State.

"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 federal income tax regulations promulgated under the Code, as amended from time to time.

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 South Carolina, effective as of the Effective Date, pursuant to the South Carolina Uniform Partnership Act (S.C. Code Ann. Section 33-41-10 et seq.). The rights and obligations of the Partners shall be as stated in this Agreement, which shall supplement and, to the extent permitted by the Act, supersede the default provisions of 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. If the Partnership name does not include the surname of all Partners, the Partnership shall comply with all applicable assumed name or "doing business as" (DBA) filing requirements under South Carolina law.

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 South Carolina law.

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

[________________________________]
[________________________________]
[________________________________] County, South Carolina [____]

or at such other location within or outside the State of South Carolina as the Partners may from time to time determine by Majority Interest vote.

2.5 Registered Agent (if applicable). If the Partnership files a Statement of Partnership Authority or registers as a limited liability partnership with the South Carolina Secretary of State, the Partnership shall maintain a registered agent and registered office in South Carolina as required by the Act.

Registered Agent: [________________________________]
Registered Office: [________________________________], South Carolina [____]

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity unless:

(a) The Partners unanimously agree to a fixed term of [________________________________] years, commencing on the Effective Date; or

(b) The Partnership is earlier dissolved in accordance with Article 12 of this Agreement.

2.7 Filing of Assumed Name. If the Partnership operates under a name other than the legal names of all Partners, the Partners shall file an assumed name certificate in each county where the Partnership conducts business, as required by South Carolina law.

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such other date as specified on Schedule A). Initial Capital Contributions may be in the form of cash, property, or services, as agreed by all Partners and reflected on Schedule A.

3.2 Additional Contributions.

(a) No Partner shall be required to make additional Capital Contributions to the Partnership without such Partner's prior written consent.

(b) If the Partnership requires additional capital, the Managing Partner (or, if none, Partners holding a Majority Interest) may request additional contributions from all Partners. Each Partner shall have the right, but not the obligation, to contribute its pro rata share based on Percentage Interests.

(c) Any Partner who contributes additional capital when other Partners decline shall have their Percentage Interest adjusted accordingly, as determined by mutual agreement or independent valuation.

(d) A Partner who fails to make a required additional Capital Contribution within [____] days of written notice shall be deemed a Defaulting Partner under Section 13.1.

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). Each Partner's Capital Account shall be:

(a) Increased by such Partner's Capital Contributions and allocations of Profits; and

(b) Decreased by distributions to such Partner and allocations of Losses.

3.4 No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution or on such Partner's Capital Account balance, unless otherwise unanimously agreed by the Partners in writing.

3.5 Withdrawal of Capital. Except as expressly provided herein or in connection with distributions under Article 4 or dissolution under Article 12, no Partner may withdraw any part of its Capital Contribution without the written consent of all other Partners.

3.6 Loans by Partners. Any Partner may, with the consent of a Majority Interest, lend funds to the Partnership. Such loans shall bear interest at the rate of [____]% per annum (or the applicable federal rate under Code Section 7872, whichever is greater) and shall be evidenced by a promissory note. Partner loans shall be repaid before any distributions of Net Cash Flow to Partners.

3.7 Return of Capital. No Partner shall have the right to demand the return of its Capital Contribution except upon dissolution and winding up of the Partnership in accordance with Article 12. No Partner shall be liable for the return of any other Partner's Capital Contribution.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.

(a) General Rule. Except as otherwise provided herein, Profits and Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(b) Substantial Economic Effect. The Partners intend that the allocations under this Section 4.1 satisfy the "substantial economic effect" test under Treasury Regulations Section 1.704-1(b). To the extent any allocation would not have substantial economic effect, such allocation shall be made in accordance with each Partner's interest in the Partnership as determined under Treasury Regulations Section 1.704-1(b)(3).

(c) Capital Account Adjustments. Capital Accounts shall be maintained and adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), including adjustments for contributions, distributions, allocations, and revaluations.

(d) Regulatory Allocations. The following special allocations shall be made in the following order of priority:

(i) Minimum Gain Chargeback. If there is a net decrease in "partnership minimum gain" (as defined in Treasury Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Partner shall receive allocations of income and gain as required by Treasury Regulations Section 1.704-2(f).

(ii) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), such Partner shall be allocated items of income and gain sufficient to eliminate any deficit balance in such Partner's Capital Account as quickly as possible.

(iii) Nonrecourse Deductions. Nonrecourse deductions shall be allocated among the Partners in proportion to their Percentage Interests.

4.2 Distributions.

(a) Timing and Amount. Distributions of Net Cash Flow shall be made to the Partners at such times and in such amounts as determined by Partners holding a Majority Interest, but no less frequently than [quarterly / annually], provided the Partnership has sufficient funds.

(b) Priority. All distributions shall be made to the Partners pro rata in accordance with their respective Percentage Interests.

(c) Limitation. No distribution shall be made if it would render the Partnership unable to pay its debts as they become due in the ordinary course of business, consistent with S.C. Code Ann. Section 33-41-380.

(d) Tax Distributions. The Partnership shall, to the extent of available cash, distribute to each Partner an amount reasonably estimated to cover such Partner's tax liability arising from the Partnership's income allocated to such Partner for the applicable Fiscal Year.

4.3 Withholding. The Partnership is authorized to withhold from distributions to any Partner any amounts required to be withheld under applicable federal, state, or local tax laws, including South Carolina withholding requirements under S.C. Code Ann. Section 12-8-590 (withholding on nonresident partners).

4.4 Tax Elections. The Partnership shall make the following tax elections:

☐ Election under Code Section 754 to adjust basis of Partnership property upon transfer of a Partnership Interest or distribution of Partnership property

☐ Election to use the [cash / accrual] method of accounting

☐ Such other elections as the Partnership Representative deems appropriate and in the best interest of the Partners

4.5 Partnership Representative. [________________________________] is designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall have full authority to act on behalf of the Partnership in connection with any federal tax audit or proceeding and shall keep all Partners reasonably informed of any such proceedings.

(a) The Partnership Representative may be changed by Majority Interest vote upon written notice to all Partners and the IRS.

(b) The Partnership Representative shall use commercially reasonable efforts to make the election under Code Section 6226 (push-out election) if available, so that any imputed underpayment is allocated to the Partners rather than paid at the entity level.

4.6 Tax Returns. The Partnership shall prepare and timely file all required federal and state tax returns, including:

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

(b) South Carolina Form SC 1065 (Partnership Return of Income); and

(c) Schedule K-1 to each Partner no later than March 15 of each year (or such other date as required by law).

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 Management.

☐ Option A: Partner-Managed. The Partnership shall be managed by all Partners collectively. Each Partner shall have an equal right to participate in the management and conduct of the Partnership's business, subject to the voting requirements set forth herein.

☐ Option B: Managing Partner. The Partnership shall be managed by [________________________________] (the "Managing Partner"), who shall have authority to conduct the day-to-day operations of the Partnership, subject to the limitations set forth in this Article 5.

5.2 Authority of Partners. Pursuant to S.C. Code Ann. Section 33-41-310 (every partner is an agent of the partnership), each Partner is an agent of the Partnership for the purpose of its business, and the act of every Partner for apparently carrying on the Partnership business in the usual way binds the Partnership, unless the acting Partner has no authority and the third party has knowledge thereof.

5.3 Ordinary Decisions. Unless otherwise stated herein, any decision or action regarding the ordinary business of the Partnership requires the affirmative vote or consent of Partners holding a Majority Interest (more than 50% of the Percentage Interests).

5.4 Major Decisions. The following actions require the unanimous written consent of all Partners:

(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner;
(c) Sale, lease, or other disposition of all or substantially all of the Partnership's assets;
(d) Merger, conversion, or reorganization of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Entry into any contract or obligation exceeding $[________________________________] in value;
(g) Incurrence of indebtedness exceeding $[________________________________];
(h) Filing of a Statement of Partnership Authority with the South Carolina Secretary of State;
(i) Conversion to a limited liability partnership or other entity type;
(j) Commencement or settlement of litigation involving claims exceeding $[________________________________];
(k) Any change in the purpose of the Partnership; and
(l) Any action outside the ordinary course of business.

5.5 Meetings.

(a) Regular Meetings. The Partners shall hold regular meetings at least [quarterly / monthly / annually] at the Partnership's principal office or as otherwise agreed.

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) business days' prior written notice to all Partners, stating the date, time, place, and purpose of the meeting.

(c) Telephonic/Electronic Participation. Partners may participate in any meeting by telephone, videoconference, or other electronic means that permit all participants to hear one another simultaneously.

5.6 Quorum. Partners holding a Majority Interest, present in person, by proxy, or by electronic participation, shall constitute a quorum for the transaction of business at any meeting.

5.7 Action Without Meeting. Any action that may be taken at a meeting may also be taken without a meeting if consented to in writing (including electronic communication) by Partners holding the requisite voting interest required for such action.

5.8 Minutes. Written minutes shall be maintained for all meetings and shall be available for inspection by any Partner at the Partnership's principal office.

5.9 Officers and Agents. The Partners may, by Majority Interest vote, appoint officers, employees, and agents as deemed necessary and may delegate to such persons specific authority to act on behalf of the Partnership, provided that no delegation shall relieve any Partner of liability under the Act or this Agreement.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners, as of the Effective Date and as of each date such Partner makes a Capital Contribution or acquires an additional Partnership Interest:

6.1 Authority. Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

6.2 Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.

6.3 No Conflict. The execution, delivery, and performance of this Agreement do not and will not (a) violate any law, rule, or regulation applicable to such Partner, (b) conflict with or result in a breach of any agreement or instrument to which such Partner is a party, or (c) result in the creation of any lien or encumbrance on any assets of such Partner or the Partnership.

6.4 No Litigation. There is no pending or threatened litigation, investigation, or proceeding that would materially adversely affect such Partner's ability to perform its obligations under this Agreement.

6.5 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to any distribution or resale in violation of applicable securities laws.

6.6 Sophistication. Such Partner (a) is experienced in evaluating and investing in business ventures, (b) has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Partnership, and (c) has had the opportunity to consult with independent legal, tax, and financial advisors.

6.7 Disclosure. Such Partner has not made any untrue statement of material fact or omitted to state a material fact necessary to make the statements made not misleading.

6.8 Survival. The representations and warranties in this Article 6 shall survive the execution of this Agreement and shall continue for so long as such Partner remains a Partner.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, regulations, and ordinances, including the South Carolina Uniform Partnership Act and all applicable South Carolina business licensing requirements.

7.2 Non-Competition.

(a) During the term of the Partnership and for a period of [____] months following a Partner's withdrawal, dissociation, or dissolution of the Partnership, no Partner shall, directly or indirectly, engage in, own, manage, operate, control, or participate in any business that is competitive with the business of the Partnership within the following geographic area: [________________________________].

(b) The Partners acknowledge that South Carolina courts evaluate restrictive covenants for reasonableness under the factors established in Rental Uniform Service of Florence, Inc. v. Dudley, 278 S.C. 674 (1983), and subsequent case law, considering the scope of activity, geographic area, and duration.

(c) This covenant shall not prohibit a Partner from owning, solely as a passive investment, less than five percent (5%) of the outstanding securities of any publicly traded company.

7.3 Non-Solicitation. During the term of the Partnership and for a period of [____] months following a Partner's withdrawal or dissociation, no Partner shall solicit, hire, or engage any employee, contractor, or customer of the Partnership.

7.4 Confidentiality.

(a) Each Partner shall keep confidential all proprietary information, trade secrets, customer lists, financial information, and other confidential information of the Partnership (collectively, "Confidential Information").

(b) This obligation shall survive the termination of the Partnership and the withdrawal of any Partner for a period of [____] years.

(c) Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving Partner, (ii) was known to the receiving Partner prior to disclosure, or (iii) is required to be disclosed by applicable law or legal process.

7.5 Duty of Loyalty. Each Partner acknowledges the fiduciary duty of loyalty owed to the Partnership and the other Partners under South Carolina law, including the duties set forth in S.C. Code Ann. Section 33-41-310 et seq., and agrees not to:

(a) Appropriate a Partnership opportunity without the informed consent of all other Partners;

(b) Deal with the Partnership in the conduct of the Partnership's business as, or on behalf of, an adverse party; or

(c) Compete with the Partnership in the conduct of the Partnership's business.

7.6 Duty of Care. Each Partner shall discharge its duties consistently with the obligation of good faith and fair dealing under the Act.

7.7 Notice of Material Events. Each Partner shall promptly notify all other Partners of (a) any material breach or default under this Agreement, (b) any material adverse change in the business, financial condition, or prospects of the Partnership, (c) any threatened or pending litigation involving the Partnership, and (d) any event that may give rise to dissolution under Article 12.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on [________________________________] (e.g., December 31) of each year, or on such other date as may be required by the Code or as the Partners may select.

8.2 Method of Accounting. The Partnership shall maintain its books and records on the [cash / accrual] basis of accounting, in accordance with generally accepted accounting principles (GAAP) consistently applied, or such other method as the Partnership Representative may determine is appropriate.

8.3 Books and Records. The Partnership shall maintain at its principal office complete and accurate books and records, including:

(a) A current list of the names, addresses, and Percentage Interests of all Partners;
(b) Copies of federal, state, and local tax returns for the current and preceding three (3) Fiscal Years;
(c) Copies of this Agreement and all amendments hereto;
(d) Financial statements for the current and preceding three (3) Fiscal Years;
(e) Records of all Capital Contributions, distributions, and Capital Account balances;
(f) Minutes of all Partner meetings and records of all actions taken without a meeting; and
(g) All records required by the Act or other applicable law.

8.4 Inspection Rights. Each Partner shall have the right, upon reasonable written notice, to inspect and copy the Partnership's books and records during normal business hours at the Partnership's principal office, at such Partner's own expense, consistent with S.C. Code Ann. Section 33-41-410.

8.5 Financial Reports. The Partnership shall furnish to each Partner:

(a) Quarterly unaudited financial statements within thirty (30) days after the end of each fiscal quarter; and

(b) Annual financial statements within ninety (90) days after the end of each Fiscal Year.

8.6 Bank Accounts. All funds of the Partnership shall be deposited in one or more accounts in the Partnership's name at financial institutions selected by the Partners. Withdrawals from such accounts shall require the signature of [________________________________] or such other person(s) as the Partners may designate.

8.7 Independent Auditor. The Partners may, by Majority Interest vote, engage an independent certified public accountant to audit or review the Partnership's financial statements annually. The cost of such audit or review shall be a Partnership expense.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain, at its expense, the following insurance coverages with financially sound and reputable insurers:

(a) Commercial General Liability Insurance with minimum limits of $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Property Insurance covering all Partnership assets against fire, theft, and other customary risks, with coverage at replacement cost;

(c) Professional Liability Insurance (if applicable) with minimum limits of $[________________________________] per claim;

(d) Workers' Compensation Insurance as required by the South Carolina Workers' Compensation Act (S.C. Code Ann. Section 42-1-10 et seq.), if the Partnership has employees;

(e) Commercial Auto Insurance (if applicable) with minimum limits as required by South Carolina law; and

(f) Such other insurance as the Partners may deem appropriate for the Partnership's business.

9.2 Additional Insureds. Each Partner shall be named as an additional insured on all liability policies where commercially feasible.

9.3 Insurance Review. The Partners shall review the Partnership's insurance coverage no less than annually and shall adjust coverage as necessary to adequately protect the Partnership and the Partners.

9.4 Risk Management. The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and prudent business practices.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (as the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:

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

(b) Any fraud, gross negligence, or willful misconduct of the Indemnifying Partner;

(c) Any act or omission by the Indemnifying Partner outside the scope of authority granted under this Agreement; or

(d) Any violation of applicable law by the Indemnifying Partner in connection with the Partnership's business.

10.2 Partnership Indemnification. The Partnership shall indemnify each Partner against Losses incurred by such Partner in the ordinary and proper conduct of the Partnership's business or for the preservation of the Partnership's business or property, to the extent such Losses are not caused by such Partner's fraud, gross negligence, or willful misconduct, consistent with S.C. Code Ann. Section 33-41-380(b).

10.3 Advance of Expenses. The Partnership may advance expenses incurred by a Partner in defending any action for which indemnification may be sought under this Article 10, subject to repayment if such Partner is ultimately determined not to be entitled to indemnification.

10.4 Limitation of Liability.

(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages for any act or omission in such Partner's capacity as a Partner, except for:
(i) A breach of the duty of loyalty;
(ii) Acts or omissions involving fraud or intentional misconduct;
(iii) A knowing violation of law; or
(iv) Any transaction from which the Partner derived an improper personal benefit.

(b) The aggregate liability of each Partner under this Agreement shall not exceed:

☐ Unlimited liability (default under South Carolina general partnership law)
☐ $[________________________________] (the "Liability Cap") -- Note: Any cap agreed among Partners does not limit liability to third parties under South Carolina law

10.5 Third-Party Liability. The Partners acknowledge that, under S.C. Code Ann. Section 33-41-360, all Partners in a general partnership are jointly and severally liable for all debts and obligations of the Partnership. This Agreement does not limit such liability to third parties.

10.6 Exculpation. No Partner shall be liable for errors in judgment or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, provided such Partner acted in good faith and in a manner such Partner reasonably believed to be in the best interest of the Partnership.

10.7 Insurance. The obligations under this Article 10 shall be reduced by any insurance proceeds received by the indemnified party with respect to the applicable Losses.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

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

(a) Compliance with all applicable federal and state securities laws;

(b) Obtaining the prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests (which consent shall not be unreasonably withheld); and

(c) The transferee executing a joinder agreement in substantially the form of Schedule C.

11.2 Right of First Refusal.

(a) If a Partner (the "Selling Partner") receives a bona fide written offer from a third party to purchase all or any portion of such Partner's Partnership Interest, the Selling Partner shall first offer such Interest to the remaining Partners on the same terms and conditions by delivering written notice (the "Offer Notice") to all remaining Partners.

(b) The remaining Partners shall have [____] days from receipt of the Offer Notice to elect to purchase the offered Interest, pro rata in accordance with their respective Percentage Interests (or in such other proportion as they may agree among themselves).

(c) If the remaining Partners do not elect to purchase all of the offered Interest within such period, the Selling Partner may complete the Transfer to the third party on terms no more favorable to the third party than those set forth in the Offer Notice, provided such Transfer is completed within [____] days.

11.3 Permitted Transfers. Notwithstanding Section 11.1, a Partner may Transfer all or any portion of its Partnership Interest without the consent of the other Partners to:

(a) A revocable trust established by such Partner for estate planning purposes;
(b) A family member (spouse, child, or grandchild) of such Partner; or
(c) An entity wholly owned by such Partner;

provided that (i) the transferee agrees in writing to be bound by all terms of this Agreement, and (ii) such Transfer does not cause a termination of the Partnership under Code Section 708.

11.4 Admission of New Partners. New Partners may be admitted to the Partnership only upon:

(a) The unanimous written consent of all existing Partners;
(b) The new Partner's execution of a joinder agreement in substantially the form of Schedule C;
(c) Payment of such Capital Contribution as the Partners may require; and
(d) Amendment of Schedule A to reflect the new Partner's interest.

11.5 Withdrawal.

(a) A Partner may voluntarily withdraw from the Partnership upon not less than ninety (90) days' prior written notice to all other Partners.

(b) Withdrawal shall constitute dissociation under S.C. Code Ann. Section 33-41-610 and shall be subject to the provisions of Article 12.

(c) A withdrawing Partner shall be entitled to receive the fair value of such Partner's Partnership Interest as of the date of withdrawal, determined in accordance with Section 12.5.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation. A Partner is dissociated from the Partnership upon the occurrence of any of the following events, consistent with S.C. Code Ann. Section 33-41-610 et seq.:

(a) The Partner's voluntary withdrawal pursuant to Section 11.5;
(b) An event agreed to in this Agreement as causing the Partner's dissociation;
(c) The Partner's expulsion by unanimous vote of the other Partners if:
(i) It is unlawful to carry on the Partnership business with such Partner;
(ii) There has been a transfer of all or substantially all of the Partner's transferable interest;
(iii) The Partner is a corporation, partnership, LLC, or other entity that has been dissolved; or
(iv) The Partner has engaged in conduct that makes it not reasonably practicable to carry on the business with such Partner;
(d) The Partner's Bankruptcy;
(e) The death of a Partner who is an individual;
(f) The appointment of a guardian or general conservator for a Partner who is an individual; or
(g) A judicial determination that the Partner has engaged in conduct relating to the Partnership that makes it not reasonably practicable to carry on the business with such Partner.

12.2 Effect of Dissociation. Upon a Partner's dissociation:

(a) The dissociated Partner's right to participate in management and conduct of the Partnership's business terminates;

(b) The dissociated Partner's duties under this Agreement and under the Act terminate, except to the extent the dissociated Partner's acts during winding up are required;

(c) The Partnership shall cause to be prepared a valuation of the dissociated Partner's Partnership Interest in accordance with Section 12.5; and

(d) If the dissociation does not result in dissolution, the remaining Partners shall have the option to purchase the dissociated Partner's interest.

12.3 Dissolution Events. The Partnership shall dissolve upon the first to occur of any of the following, consistent with S.C. Code Ann. Section 33-41-910 through 33-41-940:

(a) The unanimous written agreement of all Partners;

(b) The expiration of the Partnership term (if a fixed term was designated in Section 2.6);

(c) The occurrence of an event specified in this Agreement as causing dissolution;

(d) The dissociation of a Partner, unless within ninety (90) days after the dissociation, Partners holding a Majority Interest (excluding the dissociated Partner) agree to continue the Partnership;

(e) The sale or other disposition of all or substantially all of the Partnership's assets;

(f) The entry of a decree of judicial dissolution by a court of competent jurisdiction; or

(g) Any event that makes it unlawful for the Partnership to carry on its business.

12.4 Winding Up.

(a) Upon dissolution, the Partnership's business shall be wound up by the Partners who have not wrongfully dissolved the Partnership (or, if no Partner has wrongfully dissolved the Partnership, by all Partners), or by a person appointed by such Partners (the "Liquidating Partner"), consistent with S.C. Code Ann. Section 33-41-970.

(b) During winding up, the Liquidating Partner shall:
(i) Collect all debts, claims, and other amounts owing to the Partnership;
(ii) Pay or make adequate provision for all debts, liabilities, and obligations of the Partnership (including all expenses of winding up);
(iii) Liquidate the Partnership's assets in an orderly manner at the best prices reasonably obtainable;
(iv) Distribute the remaining assets to the Partners as provided in Section 12.4(c); and
(v) File all necessary documents with the Secretary of State and other governmental authorities.

(c) Order of Distribution. After payment of all Partnership debts and obligations, the remaining assets shall be distributed in the following order:
(i) First, to Partners in repayment of any outstanding Partner loans;
(ii) Second, to Partners in proportion to their positive Capital Account balances; and
(iii) Third, to Partners in proportion to their Percentage Interests.

12.5 Valuation of Partnership Interest.

(a) Upon dissociation (other than dissolution), the fair value of the dissociated Partner's Partnership Interest shall be determined as of the date of dissociation.

(b) The Partners shall first attempt to agree on the fair value. If they cannot agree within thirty (30) days, either party may engage an independent appraiser mutually acceptable to the parties. If the parties cannot agree on an appraiser, each party shall select one appraiser, and the two appraisers shall select a third, and the average of the two closest valuations shall be the fair value.

(c) The purchase price shall be paid within [____] days of the final determination of fair value, or in [____] equal monthly installments bearing interest at [____]% per annum.

12.6 Continuation After Dissociation. If the Partnership is continued after a Partner's dissociation, the remaining Partners shall execute an amendment to this Agreement reflecting the updated Percentage Interests and Capital Account balances.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if any Partner (the "Defaulting Partner"):

(a) Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from any other Partner specifying the breach;

(b) Becomes insolvent, files or has filed against it any petition under the United States Bankruptcy Code, or makes a general assignment for the benefit of creditors;

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

(d) Willfully and materially violates the fiduciary duties owed to the Partnership and other Partners under the Act;

(e) Fails to make any required Capital Contribution within the time prescribed; or

(f) Breaches the non-competition, non-solicitation, or confidentiality covenants set forth in Article 7.

13.2 Remedies. Upon the occurrence of a Default, the non-defaulting Partners (collectively, the "Non-Defaulting Partners") may, in addition to any other rights or remedies available at law or in equity:

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

(b) Purchase the Defaulting Partner's Partnership Interest at a price equal to the lesser of (i) the fair market value or (ii) the book value of such interest, as determined in accordance with Section 12.5;

(c) Offset any damages suffered by the Partnership or the Non-Defaulting Partners against amounts otherwise due to the Defaulting Partner;

(d) Seek specific performance or injunctive relief;

(e) Expel the Defaulting Partner from the Partnership by unanimous vote of all Non-Defaulting Partners; or

(f) Dissolve the Partnership in accordance with Article 12.

13.3 Cumulative Remedies. All remedies under this Agreement are cumulative and are in addition to any other remedies available at law or in equity. No exercise of any remedy shall preclude the exercise of any other remedy.

13.4 Attorneys' Fees. In any action or proceeding to enforce any provision of this Agreement or to collect damages for any breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a "Dispute"), through direct negotiation between the Partners. Either Partner may initiate negotiations by delivering written notice of the Dispute to the other Partners.

14.2 Mediation. If a Dispute is not resolved through negotiation within thirty (30) days of written notice, the Partners shall submit the Dispute to mediation administered by the AAA (or another mutually agreed mediator) in [________________________________] County, South Carolina, before resorting to arbitration or litigation.

14.3 Arbitration.

☐ Option A: Mandatory Arbitration. Any Dispute not resolved through mediation within sixty (60) days shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules. The seat of arbitration shall be [________________________________], South Carolina. The tribunal shall consist of one (1) arbitrator with at least ten (10) years' experience in partnership or commercial disputes. The arbitrator shall issue a reasoned written award. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

☐ Option B: Litigation. Any Dispute not resolved through mediation shall be resolved by litigation in the state or federal courts of competent jurisdiction located in [________________________________] County, South Carolina.

14.4 Injunctive Relief. Notwithstanding any other provision of this Article 14, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [________________________________] County, South Carolina, without the necessity of posting a bond or proving actual damages, and each Partner irrevocably submits to the exclusive jurisdiction of such courts for such purpose.

14.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.6 Confidentiality. All mediation and arbitration proceedings, including the existence of the dispute, any evidence, submissions, and any award, shall be treated as confidential by the Partners.

14.7 Governing Law. Any arbitration or litigation shall be governed by the substantive laws of the State of South Carolina, without regard to its conflict of laws principles.

ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of South Carolina, including the South Carolina Uniform Partnership Act (S.C. Code Ann. Section 33-41-10 et seq.), without regard to its conflict of laws principles.

15.2 Amendments. This Agreement may be amended or modified only by a written instrument signed by all Partners, unless a different voting threshold is specified herein for a particular type of amendment.

15.3 Waiver. No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof.

15.4 Entire Agreement; Integration. This Agreement (including all Schedules and Exhibits hereto) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings.

15.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Partners.

15.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

15.7 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given and received:

(a) Upon personal delivery;
(b) One (1) business day after deposit with a nationally recognized overnight courier service (e.g., FedEx, UPS);
(c) Upon confirmed transmission by email (with confirmation of receipt); or
(d) Three (3) business days after deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested;

addressed to the Partner at the address set forth on Schedule A or at such other address as such Partner may designate by written notice.

15.8 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF, DocuSign, or similar platforms) shall have the same force and effect as original signatures and shall be binding upon the Partners.

15.9 Interpretation.

(a) Headings are for convenience only and shall not affect the interpretation of this Agreement.
(b) "Including" means "including without limitation."
(c) References to Sections, Articles, and Schedules refer to the sections, articles, and schedules of this Agreement unless otherwise indicated.
(d) References to "days" mean calendar days unless otherwise specified.
(e) The singular includes the plural and vice versa.

15.10 Force Majeure. No Partner shall be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond such Partner's reasonable control, including acts of God, natural disasters, fire, flood, hurricane, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental actions, or utility failures (a "Force Majeure Event"), provided that the affected Partner gives prompt notice and uses commercially reasonable efforts to mitigate the effects and resume performance.

15.11 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to confer upon any Person other than the Partners any rights, benefits, or remedies.

15.12 Further Assurances. Each Partner shall execute and deliver such additional documents and take such additional actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

15.13 Relationship of the Partners. The relationship among the Partners shall be solely that of partners in a general partnership. Nothing in this Agreement shall be construed to create any agency, joint venture, employer-employee, or other relationship except as expressly set forth herein.

ARTICLE 16: SOUTH CAROLINA-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is governed by the South Carolina Uniform Partnership Act, S.C. Code Ann. Section 33-41-10 et seq. (the "Act"). The Act is based on the original Uniform Partnership Act (UPA), not the Revised Uniform Partnership Act (RUPA). Key characteristics of South Carolina's UPA include:

(a) Aggregate Theory. Under the original UPA as adopted in South Carolina, a partnership is treated as an aggregate of individual partners rather than as a separate legal entity for certain purposes, though the partnership is treated as an entity for some purposes such as holding property (S.C. Code Ann. Section 33-41-250);

(b) Joint and Several Liability. All Partners are jointly and severally liable for all debts and obligations of the Partnership under S.C. Code Ann. Section 33-41-360;

(c) Tenancy in Partnership. Partnership property is held as a tenancy in partnership under S.C. Code Ann. Section 33-41-250; and

(d) Dissolution on Dissociation. Under the original UPA, dissociation of any Partner generally results in dissolution of the Partnership (S.C. Code Ann. Section 33-41-910 et seq.), unless the remaining Partners agree to continue.

16.2 Statement of Partnership Authority. The Partnership may file a Statement of Partnership Authority with the South Carolina Secretary of State pursuant to the Act. Such filing:

(a) Shall require the affirmative vote of all Partners;
(b) Shall be executed by a majority in interest of the Partners;
(c) Shall specify the names of the Partners authorized to execute instruments transferring real property held in the Partnership name; and
(d) Is voluntary and not required for the formation or operation of a general partnership in South Carolina.

16.3 County Business License Requirements.

(a) South Carolina requires businesses to obtain a business license from the county and/or municipality where they conduct business. The Partnership shall obtain and maintain all required county and municipal business licenses.

(b) Business license fees in South Carolina are generally based on the Partnership's gross revenue and vary by county and municipality.

(c) The Managing Partner (or designated Partner) shall be responsible for timely renewal of all business licenses.

16.4 South Carolina Secretary of State Contact Information.

South Carolina Secretary of State
Edgar A. Brown Building
1205 Pendleton Street, Suite 525
Columbia, SC 29201
Telephone: (803) 734-2158
Website: www.sos.sc.gov

16.5 South Carolina Department of Revenue.

(a) The Partnership shall file South Carolina Form SC 1065 (Partnership Return of Income) with the South Carolina Department of Revenue annually.

(b) South Carolina imposes income tax on individuals; accordingly, each Partner who is a South Carolina resident shall report their distributive share of Partnership income on their individual South Carolina income tax return (SC 1040).

(c) Nonresident Withholding. The Partnership shall withhold South Carolina income tax on the distributive share of income allocable to nonresident partners pursuant to S.C. Code Ann. Section 12-8-590, unless the nonresident partner files a Nonresident Consent (Form I-309 or applicable form) agreeing to file a South Carolina return and pay applicable tax.

16.6 South Carolina Tax Rates (for reference). Individual income tax rates in South Carolina (as of the date of this Agreement) range from 0% to 6.4% (rates subject to change). Partners should consult their individual tax advisors regarding their tax obligations.

16.7 LLP Conversion Option. The Partners may elect to convert the Partnership to a registered limited liability partnership (LLP) by filing an application with the South Carolina Secretary of State pursuant to S.C. Code Ann. Section 33-41-1110. LLP registration:

(a) Requires an annual filing fee of approximately $100;
(b) Must be renewed annually during the sixty (60) day period preceding the registration expiration date;
(c) Provides limited liability protection for Partners against obligations of the Partnership arising from errors, omissions, negligence, incompetence, or malfeasance of other Partners; and
(d) Requires the Partnership to maintain adequate professional liability insurance or designate an amount of assets available to satisfy claims.

16.8 Real Property Provisions. If the Partnership holds real property in South Carolina:

(a) Real property may be acquired in the Partnership name and conveyed in the Partnership name by any Partner duly authorized under this Agreement, pursuant to S.C. Code Ann. Section 33-41-240;

(b) A deed conveying Partnership real property should reference this Agreement and the authority of the executing Partner;

(c) Filing a Statement of Partnership Authority with the Secretary of State and recording it with the Register of Deeds in the county where the property is located provides constructive notice of Partner authority; and

(d) Upon dissolution, the Partnership's interest in real property shall be transferred as part of the winding up process in accordance with Article 12.

16.9 Merger Provisions. Pursuant to S.C. Code Ann. Section 33-41-1310, the Partnership may merge with another partnership or entity by adopting a plan of merger approved by all Partners. Articles of merger must be filed with the South Carolina Secretary of State.

16.10 Workers' Compensation. If the Partnership employs four or more employees, it must carry workers' compensation insurance under the South Carolina Workers' Compensation Act (S.C. Code Ann. Section 42-1-10 et seq.).

ARTICLE 17: EXECUTION AND SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above, intending to be legally bound hereby.

PARTNER SIGNATURES

Partner A:

Signature: _______________________________________________

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner B:

Signature: _______________________________________________

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner C (if applicable):

Signature: _______________________________________________

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF SOUTH CAROLINA
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.

☐ [________________________________], 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

Description of Non-Cash Contributions (if any):

Partner [____]: [________________________________]
Agreed Fair Market Value: $[________________________________]
Basis for Valuation: [________________________________]

SCHEDULE B: STATE-SPECIFIC PARTNERSHIP LAW RIDER

This Schedule B supplements the main Agreement with provisions specific to South Carolina law.

B.1 South Carolina Assumed Name Filing. If applicable, the Partnership has filed (or shall file) an assumed name certificate in the following county(ies):

☐ [________________________________] County -- Filed on: [__/__/____]
☐ [________________________________] County -- Filed on: [__/__/____]

B.2 Statement of Partnership Authority. The Partners have elected:

☐ To file a Statement of Partnership Authority with the South Carolina Secretary of State
☐ Not to file a Statement of Partnership Authority at this time

B.3 County Business Licenses Obtained:

☐ [________________________________] County -- License No.: [________________________________]
☐ [________________________________] Municipality -- License No.: [________________________________]

B.4 South Carolina Retail Sales Tax License (if applicable):

☐ Obtained -- License No.: [________________________________]
☐ Not applicable

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby agrees to be bound by all of the terms and conditions of that certain General Partnership Agreement dated [__/__/____], as amended, among the Partners of [________________________________] (the "Partnership"), as if the New Partner were an original signatory thereto.

The New Partner's Capital Contribution, Percentage Interest, and other relevant information are set forth below:

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Form of Contribution: ☐ Cash ☐ Property ☐ Services
Effective Date of Admission: [__/__/____]

New Partner:

Signature: _______________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]

Acknowledged and Accepted by Existing Partners:

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

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

SCHEDULE D: PARTNERSHIP PROPERTY (INITIAL)

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This document should be reviewed, customized, and approved by a qualified attorney licensed in South Carolina before execution. The use of this template does not create an attorney-client relationship. Laws change frequently, and this template may not reflect the most current statutory requirements. Do not rely on this template without independent legal review.

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