Partnership Agreement - General (Utah)

GENERAL PARTNERSHIP AGREEMENT

STATE OF UTAH

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, Utah / a [________________________________] (entity type) organized under the laws of [____]

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

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

The Partners agree to carry on a business for profit as co-owners under the Utah Uniform Partnership Act, Utah Code Title 16, Chapter 18 (the "Act"). Their association forms a general partnership (the "Partnership") when it satisfies Utah Code § 16-18-202(1); this Agreement states the terms of their relationship.

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;

C. The Partners wish to set forth their respective rights, obligations, and duties;

D. The Partners intend that this Partnership shall be governed by the Utah Uniform Partnership Act (Utah Code Title 16, Chapter 18);

E. The Partners acknowledge that the Utah Division of Corporations and Commercial Code within the Department of Commerce administers business entity filings; and

F. The Partners have had the opportunity to seek independent legal and tax counsel.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, 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. Utah-Specific Provisions
17. Execution and Signature Blocks

ARTICLE 1: DEFINITIONS

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

"AAA" means the American Arbitration Association.

"Act" means the Utah Uniform Partnership Act, Utah Code Title 16, Chapter 18, as amended.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Agreement" means this General Partnership Agreement, including all Schedules and Exhibits, as amended.

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

"Capital Account" means each Partner's account maintained per 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 by a Partner, as on Schedule A.

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

"Defaulting Partner" has the meaning in Section 13.1.

"Dissociation" has the meaning in Utah Code § 16-18-701 and Section 12.1.

"Division" means the Utah Division of Corporations and Commercial Code within the Utah Department of Commerce.

"Effective Date" has the meaning in the preamble.

"Fiscal Year" has the meaning in Section 8.1.

"Force Majeure Event" has the meaning in Section 15.10.

"Losses" has the meaning in Section 10.1.

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

"Net Cash Flow" means gross cash receipts less cash expenditures, debt service, and reasonable reserves.

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

"Partnership" has the meaning in the preamble.

"Partnership Interest" means a Partner's entire interest, including distribution, allocation, and management rights.

"Partnership Representative" has the meaning in Section 4.5.

"Percentage Interest" means the percentage on Schedule A.

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

"Profits" and "Losses" mean the Partnership's taxable income or loss per Code Section 703(a), with adjustments.

"Record" means information on a tangible or electronic medium retrievable in perceivable form, as defined in Utah Code § 16-18-101(19).

"Statement" means a filing under Utah Code §§ 16-18-303, 16-18-304, 16-18-804, or 16-18-902, as applicable.

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

"Transfer" has the meaning in Section 11.1.

"Transferable Interest" means a Partner's right to receive distributions, as defined in Utah Code § 16-18-101(25).

"Treasury Regulations" means the federal income tax regulations under the Code.

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Formation. Under Utah Code § 16-18-202(1), a general partnership forms when two or more persons associate to carry on a business for profit as co-owners, whether or not they intend that legal result. Signing this Agreement or choosing its Effective Date does not by itself fix the date of that association. Under Utah Code § 16-18-201, a partnership is an entity distinct from its partners. No formation filing with the Utah Division of Corporations is required for an ordinary general partnership.

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

[________________________________]

or such other name as unanimously approved. If the Partnership uses an assumed name, it shall comply with Utah's assumed name filing requirements under Utah Code Section 42-2-5 (DBA registration with the Division).

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]
[________________________________]

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

2.4 Principal Office. The principal office shall be at:

[________________________________]
[________________________________]
[________________________________] County, Utah [____]

or at such other location as determined by Majority Interest vote.

2.5 Correspondence Contact. The Partners designate this person to receive ordinary notices under this Agreement:

Contact Name: [________________________________]
Contact Address: [________________________________]

This internal contact is not a statutory registered agent. If the Partnership becomes a domestic filing entity, a registered foreign entity, or a D.B.A. covered by Utah Code § 16-1a-402, it shall designate and maintain a registered agent in a separate filing.

2.6 Term. This Agreement takes effect on the Effective Date. The Partnership exists from its formation under Section 2.1 and shall continue:

☐ In perpetuity, until dissolved under Article 12; or
☐ For a definite term of [________________________________] years; or
☐ Until completion of the following particular undertaking: [________________________________]

2.7 Entity Status. Under Utah Code § 16-18-201, a partnership is an entity distinct from its partners. The Partnership may own property, sue and be sued, and transact business in its own name.

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution on Schedule A on or before the Effective Date. Contributions may be cash, property, or services.

3.2 Additional Contributions.

(a) No additional contributions required without written consent.

(b) Pro rata additional contributions may be requested by Majority Interest.

(c) Percentage Interests adjusted for disproportionate contributions.

(d) Failure to contribute within [____] days constitutes Default.

3.3 Capital Accounts. Maintained per Treasury Regulations Section 1.704-1(b)(2)(iv), increased by contributions and Profit allocations, decreased by distributions and Loss allocations.

3.4 No Interest on Capital. No interest on Capital Contributions unless unanimously agreed.

3.5 Withdrawal of Capital. No withdrawal without consent of all Partners, except upon dissolution.

3.6 Loans by Partners. Partner loans require Majority Interest consent, bear interest at [____]% per annum, and are repaid before distributions.

3.7 Return of Capital. No right to demand return except upon dissolution. Under Utah Code § 16-18-402(3), a Partner is not entitled to remuneration for services except reasonable compensation for winding up.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.

(a) General Rule. Allocated in proportion to Percentage Interests.

(b) Substantial Economic Effect. Allocations shall satisfy the requirements of Treasury Regulations Section 1.704-1(b).

(c) Capital Account Adjustments. Per Treasury Regulations Section 1.704-1(b)(2)(iv).

(d) 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 per Percentage Interests.

4.2 Distributions.

(a) Net Cash Flow distributed at times and amounts determined by Majority Interest, no less than [quarterly / annually].

(b) Distributions pro rata per Percentage Interests.

(c) No distribution rendering Partnership unable to pay debts as they become due.

(d) Tax Distributions. The Partnership shall distribute amounts estimated to cover each Partner's federal and Utah state income tax liability arising from Partnership income.

4.3 Withholding. The Partnership shall withhold amounts required under federal and Utah tax laws, including Utah withholding on nonresident partners under Utah Code Section 59-10-1403.2 (pass-through entity withholding).

4.4 Tax Elections.

☐ Section 754 election
☐ [Cash / Accrual] method
☐ Other elections as deemed appropriate

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

(a) Act on behalf of the Partnership in federal tax proceedings;
(b) Keep Partners informed;
(c) Pursue push-out elections under Code Section 6226 when available; and
(d) Be removable by Majority Interest vote.

4.6 Tax Returns. The Partnership shall file:

(a) IRS Form 1065;
(b) Utah Form TC-65 (Utah Partnership/Limited Liability Partnership/Limited Liability Company Return of Income);
(c) Schedule K-1 to each Partner no later than March 15 annually; and
(d) Utah Schedule K-1 to each Partner.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 Management.

☐ Option A: Partner-Managed. All Partners collectively manage the Partnership.

☐ Option B: Managing Partner. [________________________________] (the "Managing Partner") manages day-to-day operations.

5.2 Authority of Partners. Under Utah Code § 16-18-301, each Partner is an agent of the Partnership. An act of a Partner for apparently carrying on the Partnership's ordinary business binds the Partnership, unless the Partner had no authority and the third party knew or had notice.

5.3 Ordinary Decisions. Require Majority Interest vote under this Agreement. Utah Code § 16-18-402(4) supplies a default majority-of-partners rule for ordinary-course differences.

5.4 Major Decisions. Require unanimous written consent:

(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale of all or substantially all assets;
(d) Merger, interest exchange, conversion, or domestication under Utah Code Title 16, Chapter 1a, Parts 7-10;
(e) Voluntary dissolution;
(f) Contracts exceeding $[________________________________];
(g) Indebtedness exceeding $[________________________________];
(h) Filing a Statement of Partnership Authority;
(i) Conversion to LLP or other entity;
(j) Litigation involving claims exceeding $[________________________________];
(k) Change in purpose; and
(l) Acts outside the ordinary course (per Utah Code § 16-18-402(4)-(5)).

5.5 Meetings.

(a) Regular meetings at least [quarterly / annually].
(b) Special meetings on five (5) business days' written notice.
(c) Electronic participation permitted.

5.6 Quorum. Majority Interest constitutes a quorum.

5.7 Action Without Meeting. Permitted by written consent of the requisite voting interest.

5.8 Minutes. Written minutes maintained.

5.9 Officers and Agents. Appointed by Majority Interest vote.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

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

6.2 Enforceability. This Agreement is a valid and binding obligation.

6.3 No Conflict. No violation of applicable law, agreement, or instrument.

6.4 No Litigation. No pending or threatened litigation materially affecting performance.

6.5 Investment Purpose. Partnership Interest acquired for investment.

6.6 Sophistication. Experienced in business; opportunity to consult advisors.

6.7 Utah Tax Acknowledgment. Acknowledges Utah's tax obligations, including the Utah individual income tax (a rate set for the applicable tax year) and pass-through entity reporting requirements.

6.8 Survival. Representations survive 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 with all applicable laws, including the Act and Utah tax requirements.

7.2 Non-Competition.

(a) During the Partnership term and for [____] months following withdrawal or dissociation, no Partner shall engage in competitive business within [________________________________].

(b) Utah restrictive covenants must be drafted for the relationship and occupation involved. The general employee non-compete rule is in Utah Code § 34-51-201, while §§ 34-51-201 through 34-51-206 impose separate healthcare-worker and veterinarian rules. A partnership covenant is not automatically governed by the general employer-employee one-year rule, but a covenant involving licensed healthcare or veterinary practice may fall within the occupation-specific provisions. Healthcare sale-of-business terms must satisfy § 34-51-202; a veterinarian non-compete requires at least 5% ownership under § 34-51-201(3).

(c) Passive ownership of less than 5% of publicly traded securities is not prohibited.

7.3 Non-Solicitation. During the Partnership term and for [____] months following withdrawal, no Partner shall solicit employees, contractors, or customers.

7.4 Confidentiality.

(a) Confidential Information shall be maintained.
(b) Survives [____] years after termination.
(c) Standard exceptions apply.

7.5 Duty of Loyalty. Under Utah Code § 16-18-405(2), each Partner's duty of loyalty includes:

(a) Accounting for profits from Partnership business or use of Partnership property;
(b) Refraining from dealing as or on behalf of an adverse party; and
(c) Refraining from competing with the Partnership.

7.6 Duty of Care. Under Utah Code § 16-18-405(3), the duty of care is limited to refraining from grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.

7.7 Good Faith and Fair Dealing. Under Utah Code § 16-18-405(4), each Partner shall discharge duties consistent with the contractual obligation of good faith and fair dealing.

7.8 Notice of Material Events. Prompt notification of breaches, adverse changes, litigation, or dissolution events.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. Ends on [________________________________].

8.2 Method of Accounting. [Cash / Accrual] method, GAAP consistently applied.

8.3 Books and Records. Maintained at the principal office:

(a) Current Partner list;
(b) Tax returns for current and prior three (3) years;
(c) This Agreement and amendments;
(d) Financial statements for current and prior three (3) years;
(e) Capital account records;
(f) Meeting minutes; and
(g) All records required by the Act.

8.4 Inspection Rights. Subject to Utah Code § 16-18-403, a Partner may inspect and copy material Partnership records on reasonable notice during regular business hours at a reasonable location. The Partnership and Partners shall furnish material information as that section requires.

8.5 Financial Reports.

(a) Quarterly unaudited statements within thirty (30) days of quarter end.
(b) Annual financial statements within ninety (90) days of Fiscal Year end.

8.6 Bank Accounts. Partnership funds in accounts in the Partnership name. Withdrawals require signature of [________________________________].

8.7 Independent Auditor. May be engaged by Majority Interest vote.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance.

(a) Commercial General Liability -- $[________________________________] per occurrence / $[________________________________] aggregate;
(b) Property Insurance -- replacement cost;
(c) Professional Liability (if applicable) -- $[________________________________] per claim;
(d) Workers' Compensation as required by Utah law (Utah Code Section 34A-2-101 et seq.); and
(e) Other insurance as deemed appropriate.

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

9.3 Annual Review. Insurance reviewed at least annually.

9.4 Risk Management. Appropriate policies and procedures maintained.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner shall indemnify and hold harmless the other Partners and the Partnership from all losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees ("Losses"), arising from:

(a) Breach of this Agreement;
(b) Fraud, gross negligence, or willful misconduct;
(c) Acts outside the scope of authority; or
(d) Violation of applicable law.

10.2 Partnership Indemnification. The Partnership shall reimburse a Partner and indemnify a current or former Partner to the extent required by Utah Code § 16-18-404(1)-(2), subject to that section's exclusions for breaches of statutory duties.

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

10.4 Limitation of Liability.

(a) Between the Partners and the Partnership, any agreed limit on monetary remedies applies only to the extent permitted by Utah Code § 16-18-105(3)-(4). This clause does not restrict third-party claims.

(b) Aggregate liability:
☐ Unlimited (default under Utah general partnership law)
☐ $[________________________________] (inter-partner cap; does not affect third-party liability)

10.5 Third-Party Liability. Utah Code § 16-18-306 generally makes Partners jointly and severally liable for Partnership obligations, subject to statutory exceptions. Under § 16-18-307, a judgment against the Partnership alone is not a judgment against a Partner. Collection from a Partner's assets requires a judgment against that Partner and compliance with § 16-18-307(4).

10.6 Exculpation. No Partner liable for good-faith errors in judgment within the scope of authority.

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

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

(a) Compliance with securities laws;
(b) Prior written consent of Partners holding at least [____]% of non-transferring interests; and
(c) Transferee's execution of a joinder.

11.2 Transferable Interest. Under Utah Code §§ 16-18-602 and 16-18-603, a Partner may transfer the right to receive distributions, subject to an effective restriction in this Agreement. Transfer of that economic interest alone does not confer management or voting rights.

11.3 Right of First Refusal.

(a) A Partner receiving a bona fide offer must first offer the interest to remaining Partners.
(b) [____] day exercise period.
(c) If not exercised, transfer may proceed on no better terms.

11.4 Permitted Transfers. Without consent to revocable trusts, family members, or wholly owned entities, provided the transferee agrees to be bound.

11.5 Admission of New Partners. Unanimous consent, joinder, and Schedule A amendment required. Under Utah Code § 16-18-401(2), admission may follow the Agreement or all Partners' consent; this Agreement requires unanimity.

11.6 Withdrawal.

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

(b) Under Utah Code § 16-18-702(1), a Partner may dissociate at any time by express will, rightfully or wrongfully.

(c) Under Utah Code § 16-18-702, dissociation is wrongful if it breaches an express provision of this Agreement or meets the statute's conditions for a definite term or undertaking.

(d) A wrongfully dissociating Partner is liable for resulting damages. For a definite term or particular undertaking, Utah Code § 16-18-801(8) permits deferral of the buyout payment, subject to its hardship, security, and interest rules.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation. A Partner dissociates upon an event in Utah Code § 16-18-701, including notice of withdrawal, an event specified in this Agreement, expulsion under this Agreement, unanimous expulsion by the other Partners on a statutory ground, judicial expulsion, qualifying bankruptcy or incapacity events, death, or qualifying entity or trust termination. The Partners shall document the event and its effective date.

12.2 Effect of Dissociation. Under Utah Code § 16-18-703, the dissociated Partner's management rights end, subject to the winding up exception; duties concerning earlier matters continue. If the Partnership continues, Utah Code § 16-18-802 may bind it by that person's act within two years only if the statutory third-party reliance conditions are met. The Partners shall promptly notify counterparties of the dissociation.

12.3 Statement of Dissociation. The Partnership or dissociated Partner may file a statement under Utah Code § 16-18-804. The filing limits authority under § 16-18-303; Utah Code § 16-18-102(4)(b) addresses when a nonpartner is deemed to have notice.

12.4 Dissolution Events. The Partnership dissolves when an event in Utah Code § 16-18-901 occurs, including withdrawal from a partnership at will, a qualifying decision or end of a definite term or undertaking, a dissolution event in this Agreement, a judicial order on a statutory ground, or 90 consecutive days with fewer than two Partners. The Partners shall document the event and begin winding up unless dissolution is rescinded under § 16-18-903.

12.5 Buyout of Dissociated Partner's Interest.

(a) Under Utah Code § 16-18-801, if the business continues, the Partnership shall purchase the dissociated Partner's interest.

(b) The buyout price is determined under Utah Code § 16-18-801(2), using the greater of liquidation value or the value of the business as a going concern without the dissociated Partner. Interest accrues from dissociation, subject to statutory offsets and payment rules.

(c) The Partners shall seek payment within [____] days of valuation or in [____] monthly installments at [____]% interest, subject to the mandatory demand, offer, deferral, security, and interest rules in Utah Code § 16-18-801.

12.6 Winding Up. Upon dissolution, the persons entitled under Utah Code § 16-18-902 shall collect assets, settle obligations, and close the Partnership's affairs. A statement of dissolution may be filed under § 16-18-902(2)(b)(i). Under § 16-18-906, assets first satisfy creditors, including Partner-creditors. Remaining assets return unreturned contributions to owners of transferable interests, then pass to Partners according to their distribution rights immediately before dissolution, subject to that section's rules.

12.7 Statement of Dissolution. A filed statement of dissolution cancels an existing statement of authority as provided in Utah Code § 16-18-303(8), subject to the postdissolution authority provisions in § 16-18-303(9). Utah Code § 16-18-102(4)(c) addresses notice from filing.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if any Partner:

(a) Materially breaches this Agreement and fails to cure within thirty (30) days of notice;
(b) Engages in fraud, embezzlement, or criminal conduct;
(c) Willfully violates fiduciary duties;
(d) Fails to make required Capital Contributions; or
(e) Breaches restrictive covenants.

Bankruptcy-related dissociation is addressed by Section 12.1 and Utah Code § 16-18-701(7)(a), subject to controlling federal bankruptcy law. Insolvency or a bankruptcy filing alone is not an additional contractual Default under this section.

13.2 Remedies. Non-defaulting Partners may:

(a) Suspend the Defaulting Partner's rights;
(b) Purchase the interest at a price determined under Article 12 and applicable Utah law;
(c) Offset damages;
(d) Seek specific performance or injunctive relief;
(e) Seek expulsion under this Agreement or Utah Code § 16-18-701; or
(f) Seek dissolution under this Agreement or Utah Code § 16-18-901.

13.3 Cumulative Remedies. All remedies are cumulative.

13.4 Attorneys' Fees. Prevailing party entitled to reasonable attorneys' fees and costs.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. Good faith negotiation first.

14.2 Mediation. If unresolved within thirty (30) days, mediation in [________________________________] County, Utah.

14.3 Arbitration or Litigation.

☐ Option A: Arbitration. Binding arbitration under AAA Commercial Arbitration Rules in [________________________________], Utah. One arbitrator with ten (10) years' experience.

☐ Option B: Litigation. State or federal courts in [________________________________] County, Utah.

14.4 Injunctive Relief. Available in state or federal courts in [________________________________] County, Utah.

14.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6 Confidentiality. All proceedings confidential.

14.7 Governing Law for Disputes. Utah law applies.

ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law. This Agreement is governed by Utah law, including the Utah Uniform Partnership Act (Utah Code Title 16, Chapter 18), without regard to conflict of laws principles.

15.2 Amendments. Written instrument signed by all Partners required.

15.3 Waiver. No waiver by delay.

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

15.5 Severability. Invalid provisions reformed to minimum extent; remainder enforceable.

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

15.7 Notices. Written notices deemed given upon:

(a) Personal delivery;
(b) One (1) business day after overnight courier;
(c) Confirmed email; or
(d) Three (3) business days after first-class mail, return receipt requested.

15.8 Counterparts; Electronic Signatures. Multiple counterparts; electronic signatures binding. Utah recognizes electronic signatures under the Uniform Electronic Transactions Act (Utah Code Section 46-4-101 et seq.).

15.9 Interpretation. Headings for convenience; "including" means "including without limitation"; singular includes plural.

15.10 Force Majeure. No liability for failure to perform (except payment) caused by events beyond reasonable control ("Force Majeure Event"), with prompt notice and mitigation.

15.11 No Third-Party Beneficiaries. No rights conferred on non-parties.

15.12 Further Assurances. Partners shall execute additional documents as necessary.

ARTICLE 16: UTAH-SPECIFIC PROVISIONS

16.1 Current Partnership Act. Utah Code Title 16, Chapter 18 governs this Partnership. Under §§ 16-18-105 and 16-18-201, the Agreement governs relations among the Partners and the Partnership within statutory limits, and the Partnership is a separate entity.

16.2 Formation. The Partners acknowledge that association as co-owners of a business for profit, rather than the Agreement's Effective Date or a state filing, determines general partnership formation under § 16-18-202.

16.3 Statement of Partnership Authority. The Partners may elect to file a statement under § 16-18-303. A statement must identify the Partnership and, if it is not an LLP, its principal office street and mailing addresses. Grants or limits on authority may be included. A real-property authority grant has the statutory effect described in § 16-18-303(6) when a certified copy is recorded in the office for recording transfers of the property. An effective authority statement cancels by operation of law five years after it or its latest amendment becomes effective, unless canceled sooner under § 16-18-303(10).

☐ File a statement of partnership authority
☐ Do not file at this time

16.4 Filing Information. Before an optional filing, the Partners shall confirm the current form, instructions, and fee with the Utah Division of Corporations and Commercial Code at corporations.utah.gov. A change in the filing rules or fees does not alter the Partnership's formation under Section 2.1.

16.5 Utah Tax Administration. The Partners shall determine the Partnership's current Utah filing, reporting, and nonresident withholding obligations with a qualified tax adviser. Each Partner shall provide information reasonably needed for compliance.

16.6 Limited Liability Partnership Option. Under Utah Code § 16-18-1001, the Partnership may become an LLP after the required approval and filing of a statement of qualification. The filing must include the information required by that section and § 16-1a-404. An LLP must maintain a registered agent and meet its annual reporting obligations; § 16-18-1002 addresses administrative revocation.

16.7 Real Property. Partnership property and real-property authority are governed by §§ 16-18-203, 16-18-204, 16-18-302, and 16-18-303. The Partners shall identify authorized signers and obtain any recording required to give an authority statement effect against third parties.

16.8 Entity Transactions. Any merger, interest exchange, conversion, or domestication shall be approved and documented under Utah Code Title 16, Chapter 1a, Parts 7-10, and § 16-18-402(5), as applicable.

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 UTAH
COUNTY OF [________________________________]

On the [____] day of [________________________________], 20[____], before me, the undersigned Notary Public, personally appeared:

☐ [________________________________], known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged 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 on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same in his/her/their authorized capacity(ies).

WITNESS my hand and official seal.

Notary Public Signature: _______________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A: PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Non-Cash Contribution Descriptions:

Partner [____]: [________________________________]
Agreed FMV: $[________________________________]
Basis: [________________________________]

SCHEDULE B: STATE-SPECIFIC RIDER

B.1 Partnership Classification:

☐ Partnership at will
☐ Partnership for a definite term of [____] years
☐ Partnership for a particular undertaking: [________________________________]

B.2 Statement of Partnership Authority:

☐ Filed with Utah Division of Corporations on [__/__/____]
☐ Not filed

B.3 Real Property Authority. Partners authorized to execute real property instruments:

☐ [________________________________]
☐ [________________________________]

B.4 DBA / Assumed Name Filing:

☐ Filed with Utah Division of Corporations on [__/__/____] -- Registration No.: [________________________________]
☐ Not applicable

B.5 Utah Tax Registration:

☐ Utah State Tax Commission -- Account No.: [________________________________]
☐ Not yet registered

B.6 Registered Agent (complete only if an applicable filing requires one):

Agent Name: [________________________________]
Physical Address: [________________________________], Utah [____]

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned ("New Partner") agrees to be bound by all terms of the General Partnership Agreement dated [__/__/____] among the Partners of [________________________________].

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

New Partner:

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

Printed Name: [________________________________]

Acknowledged by Existing Partners:

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

Partner B: _______________________________________________ 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 Utah 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.

Prepared for distribution via ezel.ai legal template platform.