Partnership Agreement - General (Vermont)

GENERAL PARTNERSHIP AGREEMENT

STATE OF VERMONT

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

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Vermont Uniform Partnership Act, 11 V.S.A. Chapter 22, § 3201 et seq. (the "Act"), and upon the terms and conditions set forth herein.

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RECITALS

WHEREAS, the Partners desire to associate themselves as partners in a general partnership for the purposes described herein;

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

WHEREAS, the Partners wish to define their respective rights, duties, and obligations with respect to the Partnership and its business operations; and

WHEREAS, the Partners intend that this Agreement shall constitute a "partnership agreement" as defined in 11 V.S.A. § 3201(7);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

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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. Vermont-Specific Provisions
17. Execution and Signature Blocks

Schedules:

• Schedule A — Partners, Capital Contributions, and Percentage Interests
• Schedule B — Vermont State-Specific Rider
• Schedule C — Form of Joinder Agreement
• Schedule D — Initial Business Plan and Budget

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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 throughout.

"AAA" means the American Arbitration Association.

"Act" means the Vermont Uniform Partnership Act, 11 V.S.A. Chapter 22, § 3201 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, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.

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

"Arbitration Rules" has the meaning set forth in Section 14.2.

"Assumed Business Name" means any trade name or fictitious name under which the Partnership conducts business, as registered with the Vermont Secretary of State pursuant to 11 V.S.A. § 1621 et seq.

"Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of Vermont.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 4.1(c) and Treasury Regulation 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 any property (net of liabilities assumed or to which such property is subject) contributed to the Partnership by such Partner, as set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

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

"Distributable Cash" means cash received by the Partnership from operations and any other sources, less amounts reserved for Partnership obligations, working capital needs, and contingencies, as determined by the Partners.

"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 15.12.

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

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

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

"Net Profits" and "Net Losses" mean, for each Fiscal Year (or portion thereof), the net income or net loss of the Partnership as determined for federal income tax purposes, with appropriate adjustments required by Treasury Regulation Section 1.704-1(b).

"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, with respect to any Partner, such Partner's entire ownership interest in the Partnership, including such Partner's right to share in Net Profits, Net Losses, and distributions, and to participate in the management and affairs of the Partnership.

"Partnership Representative" has the meaning set forth in Section 4.6.

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

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

"Secretary of State" means the Vermont Secretary of State, Office of Professional Regulation and Corporations Division.

"Statement of Partnership Authority" means a statement filed with the Secretary of State pursuant to 11 V.S.A. § 3223.

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

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

"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury.

"Unanimous Vote" means the affirmative vote of all Partners.

"Vermont Department of Taxes" means the Vermont Department of Taxes or any successor agency.

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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 Vermont, effective as of the Effective Date, pursuant to 11 V.S.A. § 3212. The rights and obligations of the Partners shall be governed by the Act, except as modified by this Agreement to the extent permitted by law.

2.2 Name

The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may approve by Unanimous Vote. If the Partnership conducts business under a name other than the legal names of all Partners, the Partnership shall file an Assumed Business Name Registration with the Vermont Secretary of State in accordance with 11 V.S.A. § 1621 et seq.

2.3 Purpose

The purpose of the Partnership is to:

[________________________________]
[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as permitted by Vermont law.

2.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________] (City), Vermont [____] (Zip Code)

The Partners may change the principal office by Majority Vote upon written notice to all Partners.

2.5 Registered Agent

The Partnership's registered agent for service of process in Vermont shall be:

Name: [________________________________]
Address: [________________________________]
City, State, Zip: [________________________________], Vermont [____]

2.6 Term

The Partnership shall commence on the Effective Date and shall continue:

☐ Perpetually, until dissolved in accordance with Article 12 of this Agreement
☐ For a definite term of [____] years from the Effective Date
☐ Until the completion of the following undertaking: [________________________________]

2.7 Statement of Partnership Authority

(a) The Partners authorize and direct the filing of a Statement of Partnership Authority with the Vermont Secretary of State pursuant to 11 V.S.A. § 3223, which shall set forth:

(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and of one office in Vermont, if applicable;
(iii) The names and mailing addresses of all Partners or of an agent appointed and maintained by the Partnership for purposes of § 3223;
(iv) The names of Partners authorized to execute instruments transferring real property held in the name of the Partnership; and
(v) Any restrictions on the authority of the Partners.

(b) The Statement of Partnership Authority shall be reviewed and, if necessary, amended or renewed at least every five (5) years, as a filed statement is canceled by operation of law five (5) years after the date on which it or the most recent amendment was filed.

(c) No Partner shall file a Statement of Denial pursuant to 11 V.S.A. § 3224 without first providing thirty (30) days' written notice to all other Partners.

2.8 Fictitious Name Registration

If the Partnership operates under a name that does not include the legal surnames of all Partners, the Partnership shall file an Assumed Business Name Registration with the Vermont Secretary of State and any applicable town clerk's office.

2.9 Qualifying in Other Jurisdictions

If the Partnership conducts business in any state or jurisdiction other than Vermont, the Partners shall cause the Partnership to comply with all applicable laws regarding qualification to transact business in such jurisdiction.

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ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions

Each Partner shall contribute to the Partnership the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such later date as specified on Schedule A). Capital Contributions may consist of:

☐ Cash
☐ Real property (valued at fair market value as of the date of contribution)
☐ Personal property (valued at fair market value as of the date of contribution)
☐ Services rendered or to be rendered (as agreed upon by the Partners)
☐ Promissory note (subject to the terms specified on Schedule A)

3.2 Additional Capital Contributions

(a) No Partner shall be obligated to make additional Capital Contributions beyond those specified on Schedule A without such Partner's prior written consent.

(b) If the Partners determine that additional capital is needed for Partnership operations, the Managing Partner (or, if none, any Partner) shall provide written notice to all Partners specifying the amount needed, the purpose, and the deadline for contribution.

(c) Partners electing to make additional Capital Contributions shall do so pro rata in accordance with their Percentage Interests, unless the Partners unanimously agree to a different allocation.

(d) If any Partner elects not to make an additional Capital Contribution, the other Partners may contribute such Partner's share, and the Percentage Interests shall be adjusted accordingly.

3.3 Capital Accounts

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

(b) Each Partner's Capital Account shall be:
(i) Increased by the amount of cash contributed, the fair market value of property contributed (net of liabilities), and allocations of Net Profits; and
(ii) Decreased by the amount of cash distributed, the fair market value of property distributed (net of liabilities), and allocations of Net Losses.

3.4 Interest on Capital

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

3.5 Withdrawal of Capital

No Partner may withdraw any portion of its Capital Contribution without the prior written consent of Partners holding at least a Supermajority Vote, except as otherwise expressly provided in this Agreement.

3.6 Loans by Partners

(a) Any Partner may, with the approval of a Majority Vote, make loans to the Partnership. Such loans shall bear interest at the rate of [____]% per annum (or, if lower, the maximum rate permitted by Vermont law).

(b) Partner loans shall be documented in writing and shall not be considered Capital Contributions. Repayment of Partner loans (including accrued interest) shall have priority over distributions to Partners.

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ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses

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

(b) Net Losses. Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that no Net Losses shall be allocated to a Partner to the extent such allocation would cause or increase a deficit balance in such Partner's Capital Account.

(c) Adjusted Capital Account. For purposes of this Article, "Adjusted Capital Account" means the balance in a Partner's Capital Account as adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

(d) Regulatory Allocations. The Partners intend that the allocations in this Section satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b). To the extent any allocation in this Section does not satisfy such test, the Partners shall make such adjustments as are necessary to comply with the Treasury Regulations, including (i) a "qualified income offset" provision, (ii) a "minimum gain chargeback" provision, and (iii) a "partner nonrecourse debt minimum gain chargeback" provision, each as described in the applicable Treasury Regulations.

(e) Section 704(c) Allocations. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction with respect to any property contributed to the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value at the time of contribution.

4.2 Distributions

(a) Timing and Amount. Distributable Cash shall be distributed to the Partners at such times and in such amounts as determined by Majority Vote, but not less frequently than [quarterly / semi-annually / annually].

(b) Pro Rata Distributions. All distributions shall be made to the Partners pro rata in accordance with their respective Percentage Interests, unless the Partners unanimously agree otherwise.

(c) Tax Distributions. Notwithstanding the foregoing, the Partnership shall use commercially reasonable efforts to distribute to each Partner, not later than [fifteen (15)] days prior to the due date for estimated tax payments, an amount sufficient to cover such Partner's estimated federal and Vermont state income tax liability attributable to the Partnership's income allocated to such Partner, calculated using the highest applicable marginal individual income tax rate (currently 8.75% for Vermont and 37% for federal).

(d) Limitation on Distributions. No distribution shall be made if, after giving effect to the distribution, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

4.3 Withholding

The Partnership shall withhold and pay over to the appropriate taxing authorities any amounts required to be withheld under federal, Vermont, or other applicable tax law with respect to any allocation or distribution to a Partner. Any amounts so withheld shall be treated as having been distributed to the applicable Partner.

4.4 Tax Elections

The Partnership may make the following tax elections, as determined by the Partnership Representative with the consent of a Majority Vote:

(a) An election under Code Section 754 to adjust the basis of Partnership property upon the transfer of a Partnership Interest or a distribution of Partnership property;

(b) Any other election permitted by the Code or Vermont tax law that the Partnership Representative deems advisable.

4.5 Tax Returns

(a) The Partnership shall prepare and file (or cause to be prepared and filed) all required federal, Vermont, and other applicable tax returns in a timely manner.

(b) The Partnership shall file IRS Form 1065 (U.S. Return of Partnership Income) and Vermont Form BI-473 (Vermont Partnership Return of Income) and provide each Partner with IRS Schedule K-1 and Vermont Schedule VK-1 within seventy-five (75) days after the close of each Fiscal Year.

4.6 Partnership Representative

(a) [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

(b) The Partnership Representative shall have the authority and responsibilities set forth in Subchapter C of Chapter 63 of the Code, including the authority to bind the Partnership and the Partners in connection with any federal tax audit or proceeding.

(c) The Partnership Representative shall keep all Partners informed of any audit, examination, or proceeding and shall not settle or compromise any audit without the prior consent of a Majority Vote.

(d) If eligible, the Partnership Representative shall cause the Partnership to elect out of the centralized partnership audit regime pursuant to Code Section 6221(b), provided that the Partnership meets the applicable requirements.

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ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority

(a) The Partners shall manage the Partnership collectively in accordance with this Agreement. Unless otherwise provided herein, all decisions regarding the ordinary course of Partnership business shall require a Majority Vote.

(b) Each Partner shall devote such time and effort to the Partnership's affairs as is reasonably necessary for the conduct of the Partnership's business.

5.2 Major Decisions

The following actions shall require a Unanimous Vote:

(a) Amendment, modification, or waiver of any provision of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, 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) Incurrence of indebtedness in excess of $[________________________________];
(g) Entry into any contract or commitment with an aggregate value in excess of $[________________________________];
(h) Commencement or settlement of any litigation or arbitration proceeding;
(i) Any transaction between the Partnership and a Partner or an Affiliate of a Partner;
(j) Any change in the nature of the Partnership's business;
(k) Filing or amendment of a Statement of Partnership Authority; and
(l) Any action that would make it impossible to carry on the ordinary business of the Partnership.

5.3 Meetings

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

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) Business Days' prior written notice to all other Partners, which notice shall state the date, time, place, and purpose of the meeting.

(c) Remote Participation. Partners may participate in meetings by telephone, videoconference, or other electronic means that permit all participants to communicate simultaneously, and such participation shall constitute presence in person.

5.4 Quorum and Voting

(a) Quorum. Partners holding a majority of the aggregate Percentage Interests, present in person or by proxy, shall constitute a quorum for the transaction of business.

(b) Voting. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest. Except as otherwise required by this Agreement or by law, all matters shall be decided by Majority Vote.

(c) Action Without Meeting. Any action that may be taken at a meeting of the Partners may be taken without a meeting if all Partners consent thereto in writing (which may include electronic communication).

(d) Proxies. A Partner may vote by written proxy delivered to any other Partner prior to the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

5.5 Managing Partner

(a) The Partners may, by Majority Vote, designate one or more Partners as "Managing Partner(s)" to conduct the day-to-day operations of the Partnership.

(b) The initial Managing Partner(s) shall be:

☐ [________________________________] (Managing Partner)
☐ No Managing Partner designated; all Partners share management equally

(c) The Managing Partner shall have authority to:
(i) Execute contracts and agreements in the ordinary course of business;
(ii) Hire, supervise, and terminate employees and independent contractors;
(iii) Maintain Partnership bank accounts and make payments in the ordinary course;
(iv) Take such other actions as are reasonably necessary for the day-to-day operation of the Partnership.

(d) The Managing Partner shall not have authority to take any action that constitutes a Major Decision under Section 5.2 without the required Unanimous Vote.

(e) The Managing Partner may be removed at any time by Majority Vote of the non-Managing Partners.

5.6 Compensation

(a) The Managing Partner shall receive compensation of $[________________________________] per [month / year] for services rendered to the Partnership, or such other amount as the Partners may agree.

(b) Partners who are not Managing Partners shall not receive compensation for services to the Partnership unless approved by Majority Vote.

(c) All Partners shall be reimbursed for reasonable out-of-pocket expenses incurred on behalf of the Partnership, upon presentation of appropriate documentation.

5.7 Duties of Partners

(a) Duty of Loyalty. Each Partner owes to the Partnership and the other Partners a duty of loyalty as provided in 11 V.S.A. § 3234, which includes the duty to:
(i) Account to the Partnership for any property, profit, or benefit derived by the Partner in the conduct of the Partnership's business or from any use of Partnership property;
(ii) Refrain from dealing with the Partnership on behalf of a party having an interest adverse to the Partnership; and
(iii) Refrain from competing with the Partnership in the conduct of the Partnership's business.

(b) Duty of Care. Each Partner owes to the Partnership and the other Partners a duty of care as provided in 11 V.S.A. § 3234, which is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(c) Good Faith and Fair Dealing. Each Partner shall discharge the duties to the Partnership and the other Partners under this Agreement and the Act consistently with the obligation of good faith and fair dealing as provided in 11 V.S.A. § 3234.

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ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership as of the Effective Date and on each date on which such Partner acquires an additional Partnership Interest:

6.1 Authority and Capacity

Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and the execution and performance of this Agreement have been duly authorized by all necessary action.

6.2 No Conflict

The execution, delivery, and performance of this Agreement by such Partner do not and will not (a) violate any law, rule, regulation, order, or judgment 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) require any consent, approval, or authorization that has not been obtained.

6.3 Investment Purpose

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

6.4 Sophistication and Independent Advice

Such Partner is sophisticated in business and financial matters and has had the opportunity to consult with independent legal, tax, and financial advisors of its own choosing regarding this Agreement and the transactions contemplated hereby.

6.5 No Bankruptcy

Such Partner has not (a) filed a petition in bankruptcy, (b) been adjudicated as bankrupt or insolvent, (c) had a receiver or trustee appointed for a substantial part of its property, or (d) made an assignment for the benefit of creditors.

6.6 Disclosure

Such Partner has not withheld any material information from the other Partners regarding such Partner's ability to perform its obligations under this Agreement.

6.7 Survival

The representations and warranties in this Article 6 shall survive the execution of this Agreement and continue for the duration of the Partnership.

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ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law

(a) The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, rules, and regulations, including the Act and all Vermont environmental, labor, and business regulations.

(b) The Partnership shall obtain and maintain all licenses, permits, and authorizations required for the conduct of its business in Vermont and any other jurisdiction in which it operates.

7.2 Non-Competition

(a) During the term of the Partnership and for a period of [____] months following a Partner's dissociation or the dissolution of the Partnership, no Partner shall, directly or indirectly, engage in, own, manage, operate, consult for, or be employed by any business that is in direct competition with the Partnership within [________________________________] (geographic scope).

(b) The Partners acknowledge that the restrictions in this Section 7.2 are reasonable in scope, duration, and geographic area and are necessary to protect the legitimate business interests of the Partnership.

(c) Vermont Enforceability Note: Vermont courts evaluate the enforceability of restrictive covenants on a case-by-case basis, applying a reasonableness standard. The restrictions must be (i) reasonable in scope and duration, (ii) supported by legitimate business interests, and (iii) not unduly burdensome on the restricted party.

7.3 Non-Solicitation

During the term of the Partnership and for a period of [____] months following a Partner's dissociation, no Partner shall directly or indirectly solicit, hire, or attempt to hire any employee, contractor, or agent of the Partnership, or solicit or divert any customer, client, or supplier of the Partnership.

7.4 Confidentiality

(a) Each Partner shall hold in strict confidence all proprietary, trade secret, and confidential information of the Partnership ("Confidential Information") and shall not disclose such information to any third party without the prior written consent of the other Partners, except as required by law or court order.

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

7.5 Intellectual Property

(a) All intellectual property created by any Partner in the course of Partnership business shall be the property of the Partnership.

(b) No Partner shall use the Partnership's name, trademarks, or intellectual property for personal benefit without the prior written consent of the other Partners.

7.6 Notice of Material Matters

Each Partner shall promptly notify the other Partners of:
(a) Any material breach or default under this Agreement;
(b) Any material adverse change in the Partnership's business, operations, or financial condition;
(c) Any claim, suit, or proceeding filed against the Partnership or any Partner relating to Partnership business; and
(d) Any event that could reasonably be expected to have a material adverse effect on the Partnership.

7.7 Environmental Compliance

(a) The Partnership shall comply with all applicable Vermont environmental laws and regulations, including Vermont Act 250 (10 V.S.A. Chapter 151), the Vermont Water Quality Standards, and any applicable local environmental ordinances.

(b) No Partner shall cause or permit the Partnership to engage in any activity that violates applicable environmental laws or creates an unremediated environmental hazard.

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ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year

The Fiscal Year of the Partnership shall end on [________________________________] (e.g., December 31) of each calendar year, or such other date as the Partners may unanimously determine.

8.2 Books and Records

(a) The Partnership shall maintain complete and accurate books of account and records at the principal office, including:
(i) A current list of the full name, last-known mailing address, and Percentage Interest of each Partner;
(ii) Copies of federal, state, and local income tax returns for the current and preceding three (3) Fiscal Years;
(iii) Copies of this Agreement and all amendments thereto;
(iv) Copies of the Partnership's financial statements for the current and preceding three (3) Fiscal Years;
(v) A copy of the Partnership's filed Statement of Partnership Authority, if any, and all amendments thereto;
(vi) Minutes of all meetings of the Partners; and
(vii) Such other records as may be required by the Act or applicable law.

(b) The books shall be maintained on the [cash / accrual] basis of accounting, consistently applied, in accordance with generally accepted accounting principles (GAAP) or such other method as the Partners may agree.

8.3 Inspection Rights

Each Partner shall have the right, upon reasonable written notice and during normal business hours, to inspect and copy any of the Partnership's books, records, and documents at such Partner's expense. This right is consistent with 11 V.S.A. § 3233.

8.4 Financial Reporting

The Partnership shall provide each Partner with:

(a) Monthly: An unaudited statement of income and expenses and a balance sheet, within thirty (30) days after the end of each month;

(b) Quarterly: A summary of operations and financial performance, within forty-five (45) days after the end of each fiscal quarter;

(c) Annually: A complete financial statement (audited or reviewed, as determined by Majority Vote), within ninety (90) days after the end of each Fiscal Year.

8.5 Bank Accounts

(a) All Partnership funds shall be deposited in one or more accounts in the Partnership's name at a federally insured financial institution selected by Majority Vote.

(b) Withdrawals and disbursements shall require the signature of:

☐ Any one (1) Partner
☐ Any two (2) Partners jointly
☐ The Managing Partner alone for amounts up to $[________________________________]; two (2) Partners jointly for amounts exceeding that threshold

(c) No Partner shall commingle personal funds with Partnership funds.

8.6 Independent Accountant

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

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ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies

The Partnership shall obtain and maintain, at its expense, the following insurance coverage:

(a) Commercial General Liability Insurance: With limits of not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Professional Liability / Errors and Omissions Insurance (if applicable): With limits of not less than $[________________________________] per claim;

(c) Property Insurance: Covering all Partnership real and personal property against fire, theft, and other casualty, in an amount not less than the full replacement value;

(d) Workers' Compensation Insurance: As required by Vermont law (21 V.S.A. Chapter 9) if the Partnership has employees;

(e) Business Interruption Insurance: In an amount sufficient to cover [____] months of operating expenses;

(f) [________________________________] (other insurance as appropriate for the Partnership's business).

9.2 Additional Insured

Each Partner shall be named as an additional insured on all Partnership liability policies, to the extent commercially feasible.

9.3 Insurance Review

The Partners shall review the Partnership's insurance coverage at least annually and shall make such adjustments as are reasonably necessary to ensure adequate protection.

9.4 Risk Management

The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and Vermont regulatory requirements.

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ARTICLE 10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification

Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any and all losses, damages, liabilities, claims, judgments, actions, penalties, fines, and reasonable expenses (including attorneys' fees and court costs) ("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) The gross negligence or willful misconduct of the Indemnifying Partner in connection with Partnership business;
(c) Any act or omission of the Indemnifying Partner outside the scope of authority granted under this Agreement; or
(d) Any personal obligation or liability of the Indemnifying Partner that becomes a liability of the Partnership.

10.2 Partnership Indemnification

The Partnership shall indemnify each Partner from and against any Losses incurred by such Partner by reason of being or having been a Partner, to the extent such Losses arise from actions taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and provided such Partner's conduct did not constitute gross negligence, willful misconduct, or a knowing violation of law.

10.3 Advance of Expenses

The Partnership shall advance reasonable expenses (including attorneys' fees) incurred by a Partner in defending any claim, action, or proceeding arising from Partnership activities, subject to such Partner's written undertaking to repay such amounts if it is ultimately determined that such Partner is not entitled to indemnification.

10.4 Limitation of Liability

(a) Standard of Liability. No Partner shall be liable to the Partnership or to any other Partner for monetary damages except for:
(i) Fraud or intentional misrepresentation;
(ii) Willful misconduct or gross negligence;
(iii) A knowing violation of law; or
(iv) A breach of the duty of loyalty as set forth in 11 V.S.A. § 3234.

(b) Liability Cap. The aggregate liability of any Partner under this Agreement shall not exceed:

☐ $[________________________________] (the "Liability Cap")
☐ Such Partner's Capital Contribution
☐ No cap (unlimited liability)

(c) No Consequential Damages. In no event shall any Partner be liable to the Partnership or any other Partner for incidental, consequential, special, or punitive damages arising out of this Agreement, except in cases of fraud or willful misconduct.

10.5 Exculpation

No Partner shall be liable for any error of judgment or for any act or omission taken in good faith and reasonably believed to be in the best interests of the Partnership, including reliance upon any report, data, opinion, or statement believed in good faith to be accurate.

10.6 Joint and Several Liability

(a) As between the Partners and third parties, each Partner is jointly and severally liable for all obligations of the Partnership, as provided in 11 V.S.A. § 3226.

(b) As between the Partners, the Partners agree that any liability paid by one Partner in excess of such Partner's Percentage Interest shall be subject to contribution from the other Partners in proportion to their respective Percentage Interests.

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ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer

(a) No Partner may sell, assign, pledge, encumber, hypothecate, or otherwise transfer (each, a "Transfer") all or any portion of its Partnership Interest without:
(i) Compliance with all applicable federal and state securities laws;
(ii) The prior written consent of Partners holding at least a [Supermajority Vote / Unanimous Vote]; and
(iii) Execution by the transferee of a joinder agreement in substantially the form attached as Schedule C.

(b) Any purported Transfer in violation of this Section 11.1 shall be null, void, and of no effect.

11.2 Right of First Refusal

(a) If a Partner (the "Offering Partner") receives a bona fide written offer from a third party to purchase all or any portion of the Offering Partner's Partnership Interest, the Offering Partner shall first offer such Interest to the other Partners (the "Remaining Partners") on the same terms and conditions.

(b) The Offering Partner shall deliver written notice (the "Offer Notice") to each Remaining Partner specifying the terms of the third-party offer, including the price, payment terms, and identity of the proposed transferee.

(c) Each Remaining Partner shall have thirty (30) days from receipt of the Offer Notice to exercise the right of first refusal by delivering written notice of acceptance to the Offering Partner. The Remaining Partners may exercise this right pro rata in accordance with their respective Percentage Interests.

(d) If the Remaining Partners do not exercise the right of first refusal within the thirty (30)-day period, the Offering Partner may complete the Transfer to the third party on terms no more favorable than those set forth in the Offer Notice, provided such Transfer is completed within sixty (60) days.

11.3 Admission of New Partners

(a) New Partners may be admitted to the Partnership only with a Unanimous Vote and upon:
(i) Execution of a joinder agreement in substantially the form attached as Schedule C;
(ii) Payment of such Capital Contribution as the Partners may require; and
(iii) Amendment of Schedule A to reflect the new Partner's Capital Contribution and Percentage Interest.

(b) Upon admission, the new Partner shall be bound by all terms and conditions of this Agreement.

11.4 Withdrawal

(a) A Partner may voluntarily withdraw from the Partnership upon not less than ninety (90) days' prior written notice to all other Partners, subject to the provisions of Article 12.

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

(c) The Partnership may elect to pay the withdrawing Partner's buyout amount in a lump sum or in equal installments over a period not to exceed [____] months, with interest at the rate of [____]% per annum on the unpaid balance.

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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, as provided in 11 V.S.A. § 3261:

(a) The Partnership's having notice of the Partner's express will to withdraw;
(b) An event agreed to in this Agreement as causing dissociation;
(c) The Partner's expulsion pursuant to this Agreement;
(d) The Partner's expulsion by unanimous vote of the other Partners if:
(i) It is unlawful to carry on Partnership business with the Partner;
(ii) There has been a transfer of all or substantially all of the Partner's transferable interest (other than a transfer for security purposes);
(iii) The Partner is an entity and has filed a certificate of dissolution or its equivalent; or
(iv) The Partner is an entity that has been dissolved and its business is being wound up;
(e) The Partner's becoming a debtor in bankruptcy;
(f) Death of the Partner (if an individual) or appointment of a guardian or conservator;
(g) A judicial determination under 11 V.S.A. § 3261 that the Partner has engaged in conduct relating to the Partnership's business that makes it not reasonably practicable to carry on the business with the Partner; or
(h) Any other event specified in this Agreement.

12.2 Effect of Dissociation

(a) Upon dissociation, the dissociated Partner's right to participate in the management and conduct of the Partnership's business terminates.

(b) The dissociated Partner's duty of loyalty under 11 V.S.A. § 3234(b)(3) and the duty of care terminate, except with regard to matters arising before the dissociation.

(c) The Partnership shall cause a Statement of Dissociation to be filed with the Vermont Secretary of State within ninety (90) days of dissociation.

12.3 Buyout of Dissociated Partner's Interest

(a) Following dissociation, the Partnership shall purchase the dissociated Partner's Partnership Interest for a buyout price determined in accordance with Section 12.5.

(b) The buyout price shall be paid within one hundred twenty (120) days of dissociation, unless the Partners agree to installment payments.

(c) Interest shall accrue on the unpaid buyout price from the date of dissociation at the legal rate of interest applicable in Vermont.

12.4 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of the following, in accordance with 11 V.S.A. § 3271:

(a) In a partnership at will, the Partnership's having notice from a Partner of that Partner's express will to withdraw as a partner (unless within ninety (90) days, a majority in interest of the remaining Partners agree to continue the Partnership);

(b) In a partnership for a definite term or particular undertaking:
(i) Within ninety (90) days after a Partner's dissociation by death or otherwise, the express will of at least half the remaining Partners to wind up the Partnership's business; or
(ii) The expiration of the term or completion of the undertaking;

(c) An event agreed to in this Agreement resulting in dissolution;

(d) An event that makes it unlawful for all or substantially all of the Partnership's business to continue;

(e) A judicial decree of dissolution under 11 V.S.A. § 3271;

(f) The Unanimous Vote of all Partners to dissolve; or

(g) Any other event causing dissolution under the Act.

12.5 Valuation

(a) The fair market value of a Partner's Partnership Interest shall be determined as of the date of dissociation or the date of dissolution, as applicable.

(b) The Partners shall attempt to agree on the fair market value within thirty (30) days. If the Partners cannot agree, the value shall be determined by an independent appraiser selected by the Partners or, if the Partners cannot agree on an appraiser, by an appraiser appointed by the AAA.

(c) The cost of the appraisal shall be shared equally by the Partnership and the dissociated Partner (or the Partner's estate).

12.6 Winding Up

(a) Upon dissolution, the Partners who have not wrongfully caused dissolution (or, if all Partners have wrongfully caused dissolution, all Partners) shall wind up the Partnership's affairs.

(b) During winding up, the Partnership shall:
(i) Complete all unfinished business transactions;
(ii) Collect all debts owed to the Partnership;
(iii) Liquidate the Partnership's assets in an orderly manner;
(iv) File a Statement of Dissolution with the Vermont Secretary of State pursuant to 11 V.S.A. § 3275; and
(v) Notify all known creditors and claimants.

(c) The assets of the Partnership (including any contributions required by the Partners) shall be applied in the following order of priority:
(i) Payment of debts and obligations owed to creditors, including Partners who are creditors (to the extent otherwise permitted by law);
(ii) Setting up reserves for contingent or unliquidated liabilities or obligations;
(iii) Return of Capital Contributions to the Partners; and
(iv) Distribution of any remaining surplus to the Partners in proportion to their positive Capital Account balances.

12.7 Statement of Dissolution

Upon dissolution, the Partnership shall file (or cause to be filed) a Statement of Dissolution with the Vermont Secretary of State pursuant to 11 V.S.A. § 3275, stating the name of the Partnership and that the Partnership has dissolved and is winding up its business.

12.8 Continuation of Partnership

Notwithstanding any dissolution event, if within ninety (90) days of such event, all remaining Partners (or a majority in interest, where applicable) agree in writing to continue the Partnership, the Partnership shall not be wound up and shall continue in accordance with this Agreement (as amended to reflect any changes in Partners or Percentage Interests).

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ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default

A "Default" shall occur if a Partner (the "Defaulting Partner"):

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

(b) Fails to make a required Capital Contribution within fifteen (15) days after the due date;

(c) Becomes insolvent, makes an assignment for the benefit of creditors, or files (or has filed against it) a petition in bankruptcy;

(d) Engages in fraud, embezzlement, or criminal conduct relating to Partnership business;

(e) Is convicted of a felony that materially and adversely affects the Partnership's reputation or business;

(f) Willfully breaches the duty of loyalty set forth in 11 V.S.A. § 3234; or

(g) Engages in any other conduct designated as an event of Default in this Agreement.

13.2 Remedies

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

(a) Suspend the Defaulting Partner's voting rights and right to participate in management;

(b) Reduce the Defaulting Partner's Percentage Interest by an amount proportional to the damages suffered by the Partnership;

(c) Purchase the Defaulting Partner's Partnership Interest at a price equal to the lesser of (i) the fair market value of such Interest (determined under Section 12.5) or (ii) the book value of such Interest, less any damages owed to the Partnership;

(d) Seek specific performance of any obligation under this Agreement;

(e) Dissolve the Partnership in accordance with Article 12; or

(f) Pursue any other remedy available at law or in equity under Vermont law.

13.3 Cumulative Remedies

The remedies provided in this Article 13 are cumulative and not exclusive. The exercise of one remedy shall not preclude the exercise of any other remedy.

13.4 Attorneys' Fees

In any action or proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses from the non-prevailing party.

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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 Partnership (a "Dispute") by direct negotiation. The complaining Partner shall deliver written notice describing the Dispute to the other Partners, and the Partners shall meet (in person or by videoconference) within fifteen (15) Business Days of such notice to attempt resolution.

14.2 Mediation

If the Dispute is not resolved within thirty (30) days of the written notice described in Section 14.1, the Partners shall submit the Dispute to non-binding mediation administered by the AAA under its Commercial Mediation Procedures, or by a mediator mutually agreed upon by the Partners. The mediation shall be conducted in [________________________________], Vermont. The costs of mediation shall be shared equally among the disputing Partners.

14.3 Binding Arbitration

If the Dispute is not resolved through mediation within sixty (60) days of the written notice described in Section 14.1, the Dispute shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules (the "Arbitration Rules"). The arbitration shall be conducted as follows:

(a) The seat of arbitration shall be [________________________________], Vermont;

(b) The arbitration shall be conducted by a single arbitrator with at least ten (10) years of experience in partnership or commercial disputes, selected in accordance with the Arbitration Rules;

(c) The arbitrator shall issue a reasoned written award within thirty (30) days after the close of the hearing;

(d) The arbitrator shall have the authority to award compensatory damages, specific performance, and injunctive relief, but shall not award punitive or exemplary damages;

(e) The arbitration proceedings and the award shall be confidential; and

(f) Judgment on the arbitral award may be entered in any court of competent jurisdiction in the State of Vermont.

14.4 Injunctive Relief; Exclusive Jurisdiction

(a) Notwithstanding the foregoing, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Vermont (the "Exclusive Jurisdiction Courts"), and each Partner irrevocably submits to the exclusive jurisdiction of such courts for that purpose.

(b) Each Partner waives any objection to venue or forum non conveniens in the Exclusive Jurisdiction Courts.

14.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

14.6 Confidentiality of Proceedings

All dispute resolution proceedings under this Article 14, including mediation and arbitration, shall be confidential, and no Partner shall disclose the existence, content, or results of such proceedings to any third party, except as required by law or to enforce an arbitral award.

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ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments

This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners (Unanimous Vote), except as otherwise expressly provided herein.

15.2 Waiver

No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.3 Entire Agreement

This Agreement (including all Schedules and Exhibits attached hereto) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

15.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, including the Vermont Uniform Partnership Act (11 V.S.A. Chapter 22), without regard to conflicts of law principles.

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 required or permitted under this Agreement shall be in writing and shall be deemed duly given upon:

(a) Personal delivery to the Partner at such Partner's address set forth on Schedule A;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier, prepaid, addressed to such Partner;
(c) Three (3) Business Days after deposit in the United States mail, first-class, certified or registered, return receipt requested, postage prepaid, addressed to such Partner; or
(d) Upon confirmed transmission by email to the email address set forth on Schedule A, provided that a copy is sent by one of the methods described in (a) through (c) above within two (2) Business Days.

A Partner may change its notice address by written notice to all other Partners in accordance with this Section.

15.8 Counterparts and 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 other electronic signature platforms) shall be deemed original signatures and shall be binding.

15.9 Interpretation

(a) Headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement.

(b) The word "including" means "including without limitation."

(c) References to "Sections," "Articles," and "Schedules" are to sections, articles, and schedules of this Agreement unless otherwise specified.

(d) The singular includes the plural and vice versa, and the masculine includes the feminine and neuter and vice versa.

15.10 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing herein is intended to, or shall be construed to, confer upon any Person other than the Partners any rights, remedies, or benefits under this Agreement.

15.11 Assignment

No Partner may assign its rights or delegate its obligations under this Agreement without compliance with Article 11 and the prior written consent of Partners holding at least a Supermajority Vote.

15.12 Force Majeure

Neither the Partnership nor any Partner shall be liable for failure to perform any obligation under this Agreement (other than a payment obligation) to the extent such failure is caused by circumstances beyond such party's reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental actions, or failure of utilities or communications systems ("Force Majeure Event"), provided that the affected party:

(a) Gives prompt written notice to the other Partners describing the Force Majeure Event and its expected duration;
(b) Uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and
(c) Resumes performance as soon as reasonably practicable after the Force Majeure Event ends.

15.13 Relationship of the Partners

(a) The relationship of the Partners is that of partners in a general partnership. Nothing in this Agreement shall be construed to create a joint venture, agency, employer-employee, or franchisor-franchisee relationship.

(b) No Partner has the authority to bind any other Partner individually, except as expressly provided in this Agreement or the Act.

15.14 Further Assurances

Each Partner shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary to carry out the provisions of this Agreement and the transactions contemplated hereby.

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ARTICLE 16. VERMONT-SPECIFIC PROVISIONS

16.1 Adoption of the Vermont Uniform Partnership Act

(a) The Partnership is formed under and governed by the Vermont Uniform Partnership Act, 11 V.S.A. Chapter 22, § 3201 et seq.

(b) Vermont adopted its version of the Uniform Partnership Act based on the Revised Uniform Partnership Act (RUPA) as promulgated by the National Conference of Commissioners on Uniform State Laws. The Act governs general partnerships, limited liability partnerships, and conversions and mergers of partnerships.

(c) To the extent this Agreement conflicts with any mandatory provision of the Act, the Act shall control. To the extent the Act permits the Partners to modify provisions by agreement, this Agreement shall control.

16.2 Statement of Partnership Authority Filing

(a) The Partnership shall file a Statement of Partnership Authority with the Vermont Secretary of State, Corporations Division, pursuant to 11 V.S.A. § 3223.

(b) Filing Information:

Item	Detail
Filing Office	Vermont Secretary of State, Corporations Division
Address	128 State Street, Montpelier, VT 05633-1104
Phone	(802) 828-2386
Website	https://sos.vermont.gov
Filing Fee	$20.00 (current as of 2026; verify before filing)
Renewal Period	Every five (5) years (statement canceled by operation of law after 5 years)
Online Filing	Available at https://sos.vermont.gov/corporations/

(c) The Statement of Partnership Authority shall include:
(i) The name of the Partnership;
(ii) The street address of the principal office and any Vermont office;
(iii) The names and mailing addresses of all Partners or an agent designated for this purpose;
(iv) The names of Partners authorized to execute instruments transferring real property; and
(v) Any restrictions on authority of the Partners.

16.3 Assumed Business Name Registration

(a) If the Partnership operates under a name other than the surnames of all Partners, it shall file an Assumed Business Name Registration with the Vermont Secretary of State.

(b) Registration Details:

Item	Detail
Filing Fee	$50.00 (verify current fee before filing)
Renewal Period	Every five (5) years
Filing Office	Vermont Secretary of State, Corporations Division

16.4 Vermont Registered Agent

Although general partnerships are not required to maintain a registered agent in Vermont, the Partnership elects to designate a registered agent for service of process:

Name: [________________________________]
Street Address: [________________________________]
City: [________________________________], Vermont [____]

16.5 Vermont Tax Obligations

(a) Pass-Through Entity Taxation. Vermont treats general partnerships as pass-through entities for state income tax purposes. The Partnership itself does not pay Vermont income tax; instead, each Partner reports their allocable share of Partnership income on their individual Vermont income tax return.

(b) Vermont Partnership Return. The Partnership shall file Vermont Form BI-473 (Vermont Partnership Return of Income) annually with the Vermont Department of Taxes. The filing deadline is March 15 (for calendar-year filers) or the 15th day of the third month following the close of the Fiscal Year.

(c) Vermont Schedule VK-1. The Partnership shall furnish each Partner with Vermont Schedule VK-1 reflecting such Partner's share of Vermont-sourced income, deductions, and credits.

(d) Nonresident Partner Withholding. If any Partner is a nonresident of Vermont, the Partnership shall withhold Vermont income tax on such Partner's share of Vermont-source income at the applicable rate, currently the top marginal individual rate of 8.75%, unless the nonresident Partner provides a Vermont Form WH-435 (Nonresident Income Tax Agreement).

(e) Vermont Income Tax Rates (2025-2026, for reference):

Taxable Income Range	Rate
Up to $45,400	3.35%
$45,401 - $110,050	6.60%
$110,051 - $229,550	7.60%
Over $229,550	8.75%

(f) Vermont Estimated Tax. Partners receiving income from the Partnership may be required to make quarterly estimated Vermont income tax payments if their expected tax liability exceeds $500.

(g) Vermont Tax Contact Information:

Item	Detail
Agency	Vermont Department of Taxes
Address	133 State Street, Montpelier, VT 05633-1401
Phone	(802) 828-2551
Website	https://tax.vermont.gov

16.6 Vermont Employment and Labor Requirements

If the Partnership has employees, it shall comply with:

(a) Vermont Workers' Compensation Law (21 V.S.A. Chapter 9): All employers must carry workers' compensation insurance;

(b) Vermont Minimum Wage (21 V.S.A. § 384): The Partnership shall pay no less than the Vermont minimum wage (verify current rate, which is adjusted annually);

(c) Vermont Earned Sick Time (21 V.S.A. § 481 et seq.): Employees accrue one hour of paid sick leave for every 52 hours worked;

(d) Vermont Parental and Family Leave Act (21 V.S.A. Chapter 5, Subchapter 4A): Applicable to employers with 10 or more employees;

(e) Vermont Fair Employment Practices Act (21 V.S.A. § 495 et seq.): Prohibits discrimination in employment based on race, color, religion, ancestry, national origin, sex, sexual orientation, gender identity, disability, age, HIV status, and other protected categories.

16.7 Vermont Environmental Considerations

(a) Act 250 (10 V.S.A. Chapter 151). If the Partnership engages in any development or subdivision of land in Vermont, it shall comply with Act 250 and obtain all necessary land use permits from the District Environmental Commission.

(b) Vermont Agency of Natural Resources (ANR). The Partnership shall comply with all applicable environmental regulations administered by the Vermont ANR, including water quality, air quality, and waste management requirements.

(c) Vermont Agricultural Partnerships. If the Partnership is engaged in agricultural activities, it shall comply with the Vermont Required Agricultural Practices (RAPs) under 6 V.S.A. § 4810 and any applicable regulations of the Vermont Agency of Agriculture, Food and Markets.

16.8 Vermont Statute of Limitations

(a) The statute of limitations for breach of a written contract in Vermont is six (6) years under 12 V.S.A. § 511.

(b) The statute of limitations for breach of an oral contract in Vermont is six (6) years under 12 V.S.A. § 511.

(c) Partners should be aware that these limitations periods apply to actions arising under this Agreement and the Act.

16.9 Vermont Consumer Protection

If the Partnership engages in consumer-facing business, it shall comply with the Vermont Consumer Protection Act (9 V.S.A. § 2451 et seq.), which prohibits unfair and deceptive acts and practices in commerce.

16.10 Vermont Data Privacy

If the Partnership collects personal information of Vermont residents, it shall comply with the Vermont Data Broker Act (9 V.S.A. § 2430 et seq.) and the Vermont Security Breach Notice Act (9 V.S.A. § 2435), as applicable.

16.11 Annual Renewal and Reporting

(a) The Partnership shall renew its Assumed Business Name Registration every five (5) years with the Vermont Secretary of State.

(b) The Partnership shall file all required annual tax returns and informational reports with the Vermont Department of Taxes on a timely basis.

(c) The Managing Partner (or, if none, a designated Partner) shall be responsible for ensuring compliance with all Vermont filing and reporting obligations.

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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.

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Partner Signatures

PARTNER 1:

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 2:

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 3 (if applicable):

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 4 (if applicable):

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

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Notary Acknowledgment

STATE OF VERMONT
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: _______________________________________________
Printed Name: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

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SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Partner Name	Mailing Address	Email	Initial Capital Contribution	Form of Contribution	Percentage Interest
[________________________________]	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%

Total Percentage Interests: 100%

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SCHEDULE B

VERMONT STATE-SPECIFIC RIDER

This Rider is attached to and made a part of the General Partnership Agreement dated [__/__/____] among the Partners identified on Schedule A.

Vermont Uniform Partnership Act Compliance Checklist:

☐ Statement of Partnership Authority filed with Vermont Secretary of State (11 V.S.A. § 3223)
☐ Assumed Business Name Registration filed (if applicable) (11 V.S.A. § 1621 et seq.)
☐ Federal EIN obtained from IRS
☐ Vermont Business Tax Account registered with Vermont Department of Taxes
☐ Vermont withholding tax account established (if employees or nonresident partners)
☐ Workers' compensation insurance obtained (if employees) (21 V.S.A. Chapter 9)
☐ Unemployment insurance registered with Vermont Department of Labor (if employees)
☐ Local business permits and licenses obtained (if applicable)
☐ Act 250 land use permit obtained (if applicable) (10 V.S.A. Chapter 151)
☐ Vermont Data Broker registration (if applicable) (9 V.S.A. § 2430 et seq.)

Vermont Secretary of State Filing Fee Schedule (verify current fees before filing):

Filing Type	Fee
Statement of Partnership Authority	$20.00
Amendment to Statement of Authority	$20.00
Statement of Dissolution	$20.00
Statement of Denial	$20.00
Assumed Business Name Registration	$50.00
Assumed Business Name Renewal (every 5 years)	$20.00
Certified Copy of Filed Document	$10.00 per document
Certificate of Good Standing	$25.00

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SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby acknowledges receipt of a copy of the General Partnership Agreement dated [__/__/____] (the "Agreement") among [________________________________] and the other Partners listed therein.

By executing this Joinder, the New Partner:

1. Agrees to be bound by all terms and conditions of the Agreement as if the New Partner were an original signatory thereto;

2. Makes all representations and warranties set forth in Article 6 of the Agreement as of the date hereof;

3. Contributes to the Partnership the Capital Contribution set forth below:

Capital Contribution: $[________________________________]
Form of Contribution: [________________________________]
Percentage Interest: [____]%

4. Consents to the amendment of Schedule A to reflect the New Partner's admission.

NEW PARTNER:

Name: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

Partner Name	Signature	Date
[________________________________]	___________________________	[__/__/____]
[________________________________]	___________________________	[__/__/____]
[________________________________]	___________________________	[__/__/____]

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SCHEDULE D

INITIAL BUSINESS PLAN AND BUDGET

Business Plan Summary:
[________________________________]
[________________________________]
[________________________________]

Initial Annual Budget:

Category	Budgeted Amount
Operating Expenses	$[________________________________]
Capital Expenditures	$[________________________________]
Marketing and Advertising	$[________________________________]
Professional Fees (Legal, Accounting)	$[________________________________]
Insurance Premiums	$[________________________________]
Reserves and Contingencies	$[________________________________]
Total	$[________________________________]

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DISCLAIMER

THIS TEMPLATE IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE. This document is intended as a starting point and must be reviewed, customized, and approved by a qualified attorney licensed to practice law in the State of Vermont before execution or use. No attorney-client relationship is created by the use of this template. The authors and publishers of this template expressly disclaim all liability for any loss, damage, or injury arising from the use of this template.

Vermont law and regulations are subject to change. The statutory citations, filing fees, tax rates, and regulatory requirements referenced herein are current as of the date indicated but should be independently verified before reliance.

You are strongly encouraged to consult with a Vermont-licensed attorney and a qualified tax professional before forming a partnership or executing this Agreement.

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Template prepared for informational use. Governed by the Vermont Uniform Partnership Act, 11 V.S.A. Chapter 22. Last updated: 2026-02-27.