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 hereby form a general partnership (the "Partnership") pursuant to and governed by the Utah Uniform Partnership Act, Utah Code Section 48-1d-101 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;

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 Section 48-1d-101 et seq.), which is Utah's modernized adoption of the Revised Uniform Partnership Act (RUPA), enacted as part of Utah's comprehensive Unincorporated Business Entity Act (Title 48);

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 Section 48-1d-101 et seq., 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 Section 48-1d-601 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 that is inscribed on a tangible medium or stored in an electronic or other medium and is retrievable in perceivable form, as defined in Utah Code Section 48-1d-102.

"Statement" means a statement of partnership authority under Utah Code Section 48-1d-303, a statement of denial under Section 48-1d-304, a statement of dissociation under Section 48-1d-704, a statement of dissolution under Section 48-1d-905, or a statement of merger/conversion under the applicable provisions.

"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 Section 48-1d-102.

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

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under Utah law, effective as of the Effective Date, pursuant to the Utah Uniform Partnership Act (Utah Code Section 48-1d-101 et seq.). Under Utah Code Section 48-1d-201, a partnership is an entity distinct from its partners. No filing with the Utah Division of Corporations is required to form a 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 Registered Agent. If the Partnership files any statement with the Division or registers as an LLP, the registered agent shall be:

Registered Agent: [________________________________]
Registered Office Address: [________________________________], Utah [____]

The registered agent must be either a Utah resident individual or a business entity authorized to do business in Utah, with a physical street address in Utah (Utah Code Section 48-1d-109, incorporating the Model Registered Agents Act, Utah Code Section 16-17-101 et seq.).

2.6 Term. The Partnership shall commence on the Effective Date and 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 Section 48-1d-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 Section 48-1d-401(8), 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 Section 48-1d-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 Utah Code Section 48-1d-401(10), differences in the ordinary course may be decided by a majority.

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 Section 48-1d-1101 et seq.;
(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 Section 48-1d-401(10)).

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 (currently a flat 4.65% rate) 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 courts enforce reasonable restrictive covenants. Under Utah law, non-competition agreements must be carefully drafted to be enforceable. Utah enacted the Post-Employment Restrictions Act (Utah Code Section 34-51-101 et seq.) applicable to employment contexts; while partnership agreements are distinct, the principles of reasonableness apply. Restrictive covenants should be reasonable in duration, geographic scope, and activity restricted.

(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 Section 48-1d-409(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 Section 48-1d-409(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 Section 48-1d-409(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. Under Utah Code Section 48-1d-410, each Partner may inspect and copy records during ordinary business hours. The Partnership shall furnish to a Partner, without demand, information reasonably required for the proper exercise of the Partner's rights and duties.

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. Under Utah Code Section 48-1d-401(3), the Partnership shall reimburse a Partner for payments made and indemnify a Partner for liabilities incurred in the ordinary course of Partnership business.

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

10.4 Limitation of Liability.

(a) No Partner liable for monetary damages except for breach of loyalty, fraud, intentional misconduct, knowing violation of law, or improper personal benefit.

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

10.5 Third-Party Liability. Under Utah Code Section 48-1d-306, all Partners are liable jointly and severally for all obligations of the Partnership. Under Utah Code Section 48-1d-307, a judgment against the Partnership is not by itself a judgment against a Partner. A judgment creditor of the Partnership may not satisfy the judgment from a Partner's personal assets unless a separate judgment is obtained against the Partner and Partnership assets are exhausted, the Partnership is a debtor in bankruptcy, or the Partner has agreed otherwise.

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 Section 48-1d-501 et seq., the only interest transferable without other Partners' consent is the Partner's "transferable interest" -- the right to receive distributions. Transfer of only the economic interest does not transfer 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 Section 48-1d-401(10), admission of a new Partner is an act outside the ordinary course requiring consent of all Partners.

11.6 Withdrawal.

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

(b) Under Utah Code Section 48-1d-601(1), a Partner may dissociate at any time by express will, rightfully or wrongfully.

(c) Under Utah Code Section 48-1d-602, dissociation is wrongful if it breaches an express provision of the Agreement or, in a term partnership, occurs before the expiration of the term.

(d) A wrongfully dissociating Partner is liable for damages and may not receive buyout payment until the term expires.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation. Under Utah Code Section 48-1d-601, a Partner is dissociated upon:

(a) Notice of express will to withdraw;
(b) An event specified in this Agreement;
(c) Expulsion by unanimous vote if:
(i) Unlawful to carry on business with the Partner;
(ii) All transferable interest transferred;
(iii) Entity Partner dissolved and winding up not completed within 90 days; or
(iv) Conduct making it not reasonably practicable to carry on;
(d) Judicial expulsion under Utah Code Section 48-1d-601(5);
(e) Bankruptcy;
(f) Death or incapacity (individual Partner);
(g) Appointment of guardian/conservator;
(h) Trust or estate termination; or
(i) Entity dissolution.

12.2 Effect of Dissociation.

(a) Management and voting rights terminate;
(b) Duties of loyalty and care end except for pre-dissociation matters;
(c) Under Utah Code Section 48-1d-703, the dissociated Partner's apparent authority terminates two (2) years after dissociation; and
(d) If the business continues, buyout provisions apply.

12.3 Statement of Dissociation. The Partnership may file a Statement of Dissociation with the Utah Division of Corporations under Utah Code Section 48-1d-704, which limits the dissociated Partner's authority ninety (90) days after filing.

12.4 Dissolution Events. Under Utah Code Section 48-1d-901, the Partnership dissolves upon:

(a) Partnership at will: Notice of a Partner's express will to withdraw (unless within 90 days Partners holding a Majority Interest agree to continue);

(b) Definite term/undertaking: Within 90 days after a Partner's dissociation by death, Bankruptcy, wrongful dissociation, or judicial expulsion, the express will of at least half the remaining Partners to wind up; or expiration of the term;

(c) Event specified in this Agreement;

(d) Event making it unlawful to carry on business (unless cured within 90 days);

(e) Judicial dissolution under Utah Code Section 48-1d-901(5); or

(f) Administrative dissolution by the Division under Utah Code Section 48-1d-901(6) (if applicable to filed entities).

12.5 Buyout of Dissociated Partner's Interest.

(a) Under Utah Code Section 48-1d-701, if the business continues, the Partnership shall purchase the dissociated Partner's interest.

(b) The buyout price equals the amount distributable if Partnership assets were sold at the greater of liquidation value or going-concern value, plus interest from the date of dissociation.

(c) Payment within [____] days of valuation or in [____] monthly installments at [____]% interest.

12.6 Winding Up.

(a) Upon dissolution, Partners who have not wrongfully dissociated shall wind up, or a court-appointed person under Utah Code Section 48-1d-902.

(b) A person whose dissociation resulted in dissolution may participate in winding up as if still a Partner, unless the dissociation was wrongful (Utah Code Section 48-1d-902).

(c) During winding up:
(i) Collect amounts owed to the Partnership;
(ii) Pay debts and obligations;
(iii) Liquidate assets;
(iv) Distribute remaining assets per Section 12.6(d); and
(v) File a Statement of Dissolution with the Division under Utah Code Section 48-1d-905.

(d) Order of Distribution (per Utah Code Section 48-1d-908):
(i) To creditors (including Partner-creditors);
(ii) To Partners and former Partners for prior distributions owed; and
(iii) To Partners per positive Capital Account balances (or, absent agreement, in equal shares per Utah Code Section 48-1d-401(2)).

12.7 Statement of Dissolution. Filed under Utah Code Section 48-1d-905, canceling any Statement of Partnership Authority. Constructive notice ninety (90) days after 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) Becomes insolvent or files for bankruptcy;
(c) Engages in fraud, embezzlement, or criminal conduct;
(d) Willfully violates fiduciary duties;
(e) Fails to make required Capital Contributions; or
(f) Breaches restrictive covenants.

13.2 Remedies. Non-defaulting Partners may:

(a) Suspend the Defaulting Partner's rights;
(b) Purchase the interest at the lesser of fair market or book value;
(c) Offset damages;
(d) Seek specific performance or injunctive relief;
(e) Expel the Defaulting Partner; or
(f) Dissolve the Partnership.

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 Section 48-1d-101 et seq.), 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 Governing Statute -- Modernized RUPA. This Partnership is governed by the Utah Uniform Partnership Act, Utah Code Section 48-1d-101 et seq., which is part of Utah's comprehensive Unincorporated Business Entity Act (Title 48). Key features:

(a) Entity Theory. The Partnership is a separate legal entity distinct from its Partners (Utah Code Section 48-1d-201);

(b) Modern Statutory Framework. Utah's partnership act was modernized as part of the 2013 recodification of Title 48, creating a unified framework for unincorporated business entities (partnerships, limited partnerships, and LLCs);

(c) Permissive Partnership Agreement. The Act provides default rules that may be modified by the partnership agreement, subject to the limitations in Utah Code Section 48-1d-105 (which identifies provisions that cannot be waived, including good faith and fair dealing, the right to seek judicial dissolution, and certain information rights);

(d) Merger, Conversion, Interest Exchange, and Domestication. Utah Code Section 48-1d-1101 et seq. provides modern transaction forms including interest exchanges and domestication that are not available in all states; and

(e) Harmonized Structure. The partnership act shares structural elements with Utah's LLC act (Chapter 3a) and limited partnership act (Chapter 2e), creating consistency across entity types.

16.2 No State Formation Filing Required. No filing with the Utah Division of Corporations is required to form a general partnership. The Partnership exists upon association as co-owners of a business for profit.

16.3 Statement of Partnership Authority.

(a) The Partnership may file a Statement of Partnership Authority with the Division under Utah Code Section 48-1d-303.

(b) The Statement must include:
(i) The name of the Partnership;
(ii) The street address of the chief executive office and one office in Utah (if any);
(iii) The names and mailing addresses of all Partners or an agent maintaining the list; and
(iv) The names of Partners authorized to execute instruments transferring real property.

(c) Under Utah Code Section 48-1d-303(4), a grant of authority to transfer real property in a filed Statement is conclusive in favor of a person who gives value without knowledge to the contrary, if a certified copy is of record in the county recorder's office.

(d) The Statement is effective for five (5) years unless canceled (Utah Code Section 48-1d-303(6)).

(e) Records delivered to the Division for filing must be signed as required (Utah Code Section 48-1d-109). The Division's duty in filing records is ministerial.

(f) The Partners elect:

☐ To file a Statement of Partnership Authority
☐ Not to file at this time

16.4 Utah Division of Corporations and Commercial Code.

(a) The Division administers all business entity filings under Title 48.

(b) Contact Information:

Utah Division of Corporations and Commercial Code
Utah Department of Commerce
160 East 300 South, 2nd Floor
Salt Lake City, UT 84111
Telephone: (801) 530-4849
Toll Free (within Utah): (877) 526-3994
Website: corporations.utah.gov

(c) Online filings are available at the Division's website.

16.5 Filing Fees.

Note: Fees are based on the FY2026 fee schedule effective July 1, 2025. Fees are subject to change; verify current fees at corporations.utah.gov.

16.6 Utah State Income Tax.

(a) Utah imposes a flat individual income tax at a rate of 4.65% (as of the date of this Agreement; rate subject to legislative change).

(b) Partnerships are pass-through entities for Utah income tax purposes. The Partnership itself does not pay Utah income tax, but each Partner reports their distributive share on their individual Utah income tax return.

(c) The Partnership must file Utah Form TC-65 (Utah Partnership/LLP/LLC Return of Income) annually with the Utah State Tax Commission.

(d) Nonresident Withholding. The Partnership must withhold Utah income tax on the distributive share of income allocable to nonresident partners under Utah Code Section 59-10-1403.2, unless the nonresident partner files a Utah nonresident consent.

(e) Utah State Tax Commission:
210 North 1950 West
Salt Lake City, UT 84134
Telephone: (801) 297-2200
Website: tax.utah.gov

16.7 LLP Conversion Option. Under Utah Code Section 48-1d-1201, the Partnership may register as an LLP by filing a Statement of Qualification with the Division:

(a) The name must contain "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP";
(b) Must include the street address of the chief executive office;
(c) Provides a liability shield under Utah Code Section 48-1d-306(3);
(d) Requires annual renewal; and
(e) Must maintain a registered agent in Utah.

16.8 Real Property Provisions.

(a) Under Utah Code Section 48-1d-204, Partnership property may be held in the Partnership name.

(b) A Statement of Partnership Authority granting real property transfer authority, when filed with the Division and recorded with the county recorder, is conclusive in favor of good-faith purchasers for value (Utah Code Section 48-1d-303(4)).

(c) A filed Statement of Partnership Authority that denies a Partner's authority to transfer real property, when recorded with the county recorder, restricts that Partner's authority (Utah Code Section 48-1d-303(5)).

(d) Real property conveyances should reference the Partnership name and executing Partner's authority.

16.9 Merger, Interest Exchange, Conversion, and Domestication.

(a) Merger: Under Utah Code Section 48-1d-1106, the Partnership may merge with one or more domestic or foreign entities.

(b) Interest Exchange: Under Utah Code Section 48-1d-1109, the Partnership may acquire interests in another entity or have its interests acquired.

(c) Conversion: Under Utah Code Section 48-1d-1112, the Partnership may convert to a different type of entity (e.g., LLC, corporation).

(d) Domestication: Under Utah Code Section 48-1d-1115, the Partnership may domesticate in another jurisdiction.

(e) All such transactions require a plan approved by all Partners and filing with the Division.

16.10 Model Registered Agents Act. Utah has adopted the Model Registered Agents Act (Utah Code Section 16-17-101 et seq.), which governs registered agent requirements. If the Partnership maintains a registered agent:

(a) The agent must be a Utah resident individual or business entity authorized in Utah;
(b) Must maintain a physical street address in Utah;
(c) Commercial registered agents must register separately with the Division; and
(d) The Partnership may change its registered agent by filing with the Division ($13 fee).

16.11 Utah Statute of Limitations.

(a) Written contract claims: six (6) years (Utah Code Section 78B-2-309);
(b) Fraud: three (3) years from discovery (Utah Code Section 78B-2-305);
(c) Actions against dissociated Partners: two (2) years from dissociation; and
(d) Partners should act promptly to preserve claims.

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:

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.