Partnership Agreement - General (Washington)

GENERAL PARTNERSHIP AGREEMENT

STATE OF WASHINGTON

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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 Washington Revised Uniform Partnership Act, RCW Chapter 25.05 (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;

WHEREAS, the Partners intend that this Agreement shall constitute a "partnership agreement" as defined in RCW 25.05.005(6); and

WHEREAS, Washington State does not impose a personal or corporate income tax, and the Partners acknowledge the unique tax advantages and obligations attendant to operating a partnership in Washington;

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. Washington-Specific Provisions
17. Execution and Signature Blocks

Schedules:

• Schedule A — Partners, Capital Contributions, and Percentage Interests
• Schedule B — Washington 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.

"AAA" means the American Arbitration Association.

"Act" means the Washington Revised Uniform Partnership Act, RCW Chapter 25.05, 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 14.3.

"B&O Tax" means Washington State Business and Occupation Tax imposed under RCW Chapter 82.04.

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

"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 (including B&O Tax 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 Washington Secretary of State, Corporations and Charities Division.

"Statement of Partnership Authority" means a statement filed with the Secretary of State pursuant to RCW 25.05.110.

"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.

"UBI Number" means the Unified Business Identifier number assigned by the Washington Secretary of State or the Washington Department of Revenue.

"WA DOR" means the Washington State Department of Revenue.

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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 Washington, effective as of the Effective Date, pursuant to RCW 25.05.055. 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. The Partnership shall comply with all applicable Washington trade name and business registration requirements.

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 Washington law.

2.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________] (City), Washington [____] (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 Washington shall be:

Name: [________________________________]
Street Address: [________________________________]
City, State, Zip: [________________________________], Washington [____]

2.6 Term

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

☐ As a partnership at will, 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 Washington Secretary of State pursuant to RCW 25.05.110, which shall set forth:

(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and of one (1) office in Washington, if there is one;
(iii) The names and mailing addresses of all Partners or of an agent appointed and maintained by the Partnership for that purpose;
(iv) The names of Partners authorized to execute instruments transferring real property held in the name of the Partnership; and
(v) Any restriction on the authority of any Partner to enter into a transaction on behalf of the Partnership.

(b) Automatic Cancellation. Unless earlier canceled, a filed Statement of Partnership Authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State, per RCW 25.05.110(7).

(c) The Partners shall review and, if necessary, refile or amend the Statement of Partnership Authority prior to its five-year expiration.

(d) No Partner shall file a Statement of Denial pursuant to RCW 25.05.115 without first providing thirty (30) days' written notice to all other Partners.

2.8 Business Registration

(a) The Partnership shall register with the Washington Department of Revenue and obtain a UBI Number and a Washington State Business License.

(b) If the Partnership conducts business in any city or county that requires a local business license, the Partnership shall obtain and maintain all such licenses.

(c) The Partnership shall register with the Washington Department of Licensing if required for any professional or trade activities.

2.9 Qualifying in Other Jurisdictions

If the Partnership conducts business in any state or jurisdiction other than Washington, the Partners shall cause the Partnership to comply with all applicable laws regarding qualification to transact business in such jurisdiction, including any foreign partnership registration requirements.

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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 pursuant to a formula agreed upon by the Partners.

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 Washington law, which is 12% per annum for non-consumer transactions under RCW 19.52.020).

(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.

(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 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 income tax liability attributable to the Partnership's income allocated to such Partner, calculated using the highest applicable marginal individual income tax rate (currently 37% for federal purposes).

(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 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 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 and other applicable tax returns in a timely manner.

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

(c) Washington State. Washington does not impose a personal or corporate income tax and does not require a separate partnership income tax return. However, the Partnership must comply with all B&O Tax filing and reporting requirements (see Article 16).

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).

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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.

(c) An act outside the ordinary course of business of the Partnership and an amendment to this Agreement may be undertaken only with the consent of all of the Partners, consistent with RCW 25.05.150(10).

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;
(l) Conversion to a limited liability partnership under RCW 25.05.500; and
(m) 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.

(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.

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) File all required tax returns and regulatory filings, including B&O Tax returns;
(v) 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 RCW 25.05.150, 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, 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 duties consistently with the obligation of good faith and fair dealing under the Act.

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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.

6.2 No Conflict

The execution, delivery, and performance of this Agreement do not and will not (a) violate any law, rule, regulation, order, or judgment applicable to such Partner, (b) conflict with any agreement or instrument to which such Partner is a party, or (c) require any consent 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 regarding this Agreement.

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, 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 Washington state regulations.

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

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) Washington Non-Compete Act (RCW Chapter 49.62) — Important Notice:

(i) The Washington Non-Compete Act applies to employees and independent contractors. Under RCW 49.62.020, a noncompetition covenant with an employee is void and unenforceable unless the employee earns more than the annually adjusted threshold (currently $123,394.17 per year for employees, $308,485.43 for independent contractors, as of 2025; adjusted annually on September 30).

(ii) Partnership Interest Exception. A "noncompetition covenant" under RCW 49.62.010(4) does not include a covenant entered into by a person purchasing or selling the goodwill of a business or otherwise acquiring or disposing of an ownership interest, but only if the person signing the covenant purchases, sells, acquires, or disposes of an interest representing one percent (1%) or more of the business. Accordingly, non-compete provisions in this Agreement relating to the acquisition or disposition of a Partnership Interest representing 1% or more may be exempt from the Act's restrictions.

(iii) Duration. Any noncompetition covenant with a duration exceeding eighteen (18) months is presumed unreasonable and unenforceable under RCW 49.62.020, unless proved otherwise by clear and convincing evidence.

(iv) Garden Leave. If a noncompetition covenant is enforced against a departing Partner who qualifies as an employee, the Partnership must pay the Partner during the restricted period in accordance with RCW 49.62.020.

(c) The Partners acknowledge they have reviewed the Washington Non-Compete Act and believe the restrictions in this Section 7.2 comply with applicable law. If any provision is deemed unenforceable, it shall be reformed to the maximum extent permissible.

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) The Washington Uniform Trade Secrets Act (RCW Chapter 19.108) governs the protection of trade secrets, and the Partners acknowledge its applicability to the Partnership's Confidential Information.

(c) 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 Data Privacy Compliance

(a) The Partnership shall comply with all applicable federal and state data privacy laws, including the Washington Privacy Act and the Washington My Health My Data Act (RCW Chapter 19.373), as applicable.

(b) If the Partnership collects, processes, or shares consumer health data (as defined in RCW 19.373.010), it shall obtain consumer consent and comply with all requirements of the My Health My Data Act.

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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 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;
(vi) Records of all B&O Tax filings and payments;
(vii) Minutes of all meetings of the Partners; and
(viii) 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 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, consistent with RCW 25.05.150.

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, financial performance, and B&O Tax obligations, 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, earthquake, and other casualty, in an amount not less than the full replacement value;

(d) Workers' Compensation Insurance: As required by Washington law (RCW Title 51) if the Partnership has employees — Washington operates a mandatory state-fund system through the Department of Labor and Industries (L&I);

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

(f) Commercial Auto Insurance (if applicable): As required by Washington law;

(g) [________________________________] (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 adjustments as reasonably necessary.

9.4 Risk Management

The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and Washington 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 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 arising from Partnership activities, subject to repayment if such Partner is determined not to be entitled to indemnification.

10.4 Limitation of Liability

(a) Standard of Liability. No Partner shall be liable to the Partnership or 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.

(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 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.

10.6 Joint and Several Liability

(a) Each Partner is jointly and severally liable for all obligations of the Partnership as provided in RCW 25.05.135.

(b) As between the Partners, 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 Remaining Partners on the same terms.

(b) The Offering Partner shall deliver written notice (the "Offer Notice") to each Remaining Partner specifying the terms including 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. The Remaining Partners may exercise this right pro rata in accordance with their Percentage Interests.

(d) If the Remaining Partners do not exercise the right within thirty (30) days, the Offering Partner may complete the Transfer to the third party on terms no more favorable than those 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 only with 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.

(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 Article 12.

(b) A withdrawing Partner shall receive the fair market value of such Partner's Partnership Interest, determined under 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 [____]% 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 RCW 25.05.240:

(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) Expulsion pursuant to this Agreement;
(d) Expulsion by unanimous vote of the other Partners if:
(i) It is unlawful to carry on business with the Partner;
(ii) Substantially all of the Partner's transferable interest has been transferred; or
(iii) The Partner is an entity that has been dissolved;
(e) The Partner's becoming a debtor in bankruptcy;
(f) Death (if an individual) or appointment of a guardian or conservator;
(g) A judicial determination that the Partner has engaged in conduct making it not reasonably practicable to carry on 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 management terminates.

(b) The Partnership shall cause a Statement of Dissociation to be filed with the Washington Secretary of State pursuant to RCW 25.05.265 within ninety (90) days of dissociation.

(c) A dissociated partner's lingering apparent authority ceases two (2) years after the filing of the Statement of Dissociation, per RCW 25.05.260.

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 in Washington (currently 12% per annum under RCW 19.52.010, or as otherwise specified herein).

12.4 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of the following, in accordance with RCW 25.05.300:

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

(b) 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; 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 business to continue;

(e) A judicial decree of dissolution;

(f) 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 dissolution.

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

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

12.6 Winding Up

(a) Upon dissolution, the Partners who have not wrongfully caused dissolution shall wind up the Partnership's affairs in accordance with RCW 25.05.305 through 25.05.340.

(b) During winding up, the Partnership shall:
(i) Complete unfinished business transactions;
(ii) Collect all debts owed to the Partnership;
(iii) Liquidate assets in an orderly manner;
(iv) File a Statement of Dissolution with the Washington Secretary of State pursuant to RCW 25.05.320;
(v) Notify all known creditors and claimants;
(vi) Settle all B&O Tax and other tax obligations; and
(vii) Cancel the Partnership's UBI Number and business licenses.

(c) Assets shall be applied in the following order of priority:
(i) Payment of debts and obligations to creditors, including Partners who are creditors;
(ii) Setting up reserves for contingent or unliquidated liabilities;
(iii) Return of Capital Contributions; and
(iv) Distribution of any remaining surplus to Partners in proportion to positive Capital Account balances.

12.7 Statement of Dissolution

Upon dissolution, the Partnership shall file a Statement of Dissolution with the Washington Secretary of State pursuant to RCW 25.05.320.

12.8 Continuation of Partnership

Notwithstanding any dissolution event, if within ninety (90) days the remaining Partners agree in writing to continue the Partnership, the Partnership shall not be wound up and shall continue in accordance with this Agreement.

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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 within thirty (30) days after written notice;

(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 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; or

(g) Engages in any other conduct designated as a Default in this Agreement.

13.2 Remedies

Upon Default, the non-defaulting Partners ("Non-Defaulting Partners") may:

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

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

(c) Purchase the Defaulting Partner's Interest at the lesser of (i) fair market value (under Section 12.5) or (ii) book value, less damages owed;

(d) Seek specific performance;

(e) Dissolve the Partnership under Article 12; or

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

13.3 Cumulative Remedies

The remedies in this Article 13 are cumulative and not exclusive.

13.4 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, consistent with RCW 4.84.330 (which provides for attorneys' fees when authorized by contract).

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ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation

The Partners shall first attempt in good faith to resolve any dispute by direct negotiation. The complaining Partner shall deliver written notice, and the Partners shall meet within fifteen (15) Business Days.

14.2 Mediation

If the dispute is not resolved within thirty (30) days, the Partners shall submit it to non-binding mediation administered by the AAA or a mediator mutually agreed upon. The mediation shall be conducted in [________________________________], Washington. Costs shall be shared equally.

14.3 Binding Arbitration

If not resolved through mediation within sixty (60) days, the dispute shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules (the "Arbitration Rules"):

(a) Seat of arbitration: [________________________________], Washington;

(b) Single arbitrator with at least ten (10) years of experience in partnership or commercial disputes;

(c) Reasoned written award within thirty (30) days after close of hearing;

(d) The arbitrator may award compensatory damages, specific performance, and injunctive relief but not punitive damages;

(e) Proceedings and award shall be confidential; and

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

14.4 Injunctive Relief; Exclusive Jurisdiction

(a) Notwithstanding the foregoing, any Partner may seek injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Washington (the "Exclusive Jurisdiction Courts").

(b) Each Partner irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or forum non conveniens.

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 shall be confidential.

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ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments

This Agreement may be amended only by written instrument executed by all Partners (Unanimous Vote).

15.2 Waiver

No failure or delay in exercising any right shall operate as a waiver thereof.

15.3 Entire Agreement

This Agreement (including all Schedules) constitutes the entire agreement and supersedes all prior agreements, representations, and understandings.

15.4 Severability

If any provision is held invalid, it shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, including the Washington Revised Uniform Partnership Act (RCW Chapter 25.05), 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 shall be in writing and deemed duly given upon:

(a) Personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after deposit in the U.S. mail, first-class, certified, return receipt requested; or
(d) Upon confirmed transmission by email, provided a physical copy is sent within two (2) Business Days.

A Partner may change its notice address by written notice to all other Partners.

15.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Signatures delivered by electronic means (including PDF, DocuSign, or other e-signature platforms) shall be binding. Washington recognizes electronic signatures under the Uniform Electronic Transactions Act (RCW Chapter 1.80).

15.9 Interpretation

(a) Headings are for convenience only and shall not affect interpretation.
(b) "Including" means "including without limitation."
(c) The singular includes the plural and vice versa.

15.10 No Third-Party Beneficiaries

Nothing herein confers upon any Person other than the Partners any rights or remedies.

15.11 Assignment

No Partner may assign its rights or delegate its obligations without compliance with Article 11 and 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 (other than a payment obligation) caused by circumstances beyond reasonable control, including natural disasters (including earthquakes, volcanic events, and wildfires common in the Pacific Northwest), acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental actions, or failure of utilities ("Force Majeure Event"), provided that the affected party:

(a) Gives prompt written notice;
(b) Uses commercially reasonable efforts to mitigate; and
(c) Resumes performance as soon as reasonably practicable.

15.13 Relationship of the Partners

The relationship of the Partners is that of partners in a general partnership. No joint venture, agency, employer-employee, or franchisor-franchisee relationship is created.

15.14 Further Assurances

Each Partner shall execute such additional documents and take such further actions as may be reasonably necessary to carry out this Agreement.

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ARTICLE 16. WASHINGTON-SPECIFIC PROVISIONS

16.1 Adoption of the Washington Revised Uniform Partnership Act

(a) The Partnership is formed under and governed by the Washington Revised Uniform Partnership Act, RCW Chapter 25.05, effective January 1, 1999.

(b) Washington adopted the Revised Uniform Partnership Act (RUPA) as promulgated by the National Conference of Commissioners on Uniform State Laws, with Washington-specific modifications.

(c) To the extent this Agreement conflicts with any mandatory provision of the Act, the Act shall control. To the extent the Act permits modification 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 Washington Secretary of State pursuant to RCW 25.05.110.

(b) Filing Information:

Item	Detail
Filing Office	Washington Secretary of State, Corporations and Charities Division
Address	801 Capitol Way South, Olympia, WA 98504-0234
Phone	(360) 725-0377
Website	https://www.sos.wa.gov
Online Filing	https://ccfs.sos.wa.gov
Filing Fee	$10.00 (verify current fee before filing)
Automatic Cancellation	Five (5) years from filing date, per RCW 25.05.110(7)

(c) Contents of Statement:
(i) Name of the Partnership;
(ii) Street address of the chief executive office and Washington office (if any);
(iii) Names and mailing addresses of all Partners or designated agent;
(iv) Names of Partners authorized to execute instruments transferring real property; and
(v) Any restrictions on authority.

(d) Real Property Transfers. A grant of authority to transfer real property held in the name of the Partnership is conclusive in favor of a person not a partner who gives value without knowledge to the contrary, per RCW 25.05.110(4).

16.3 Washington Business Registration

(a) UBI Number. The Partnership shall obtain a Unified Business Identifier (UBI) number by registering with the Washington Secretary of State and Department of Revenue.

(b) Washington State Business License. The Partnership shall obtain a Washington State Business License through Business Licensing Service (BLS) at https://bls.dor.wa.gov.

(c) Local Business Licenses. Many Washington cities and counties require separate business licenses. The Partnership shall obtain all applicable local licenses.

16.4 Washington Tax Obligations — NO STATE INCOME TAX

(a) No Personal or Corporate Income Tax. Washington State does not impose a personal or corporate income tax. Accordingly, the Partnership and its Partners are not subject to Washington state income tax on Partnership income.

(b) Business and Occupation (B&O) Tax. Washington imposes a gross receipts tax known as the Business and Occupation Tax (RCW Chapter 82.04) on virtually all businesses operating in Washington. The Partnership is subject to B&O Tax.

(i) B&O Tax Classifications and Rates (effective October 1, 2025):

Classification	Prior Year Gross Income	Rate
Retailing	All levels	0.471%
Wholesaling	All levels	0.484%
Manufacturing	All levels	0.484%
Service & Other Activities	Less than $1 million	1.50%
Service & Other Activities	$1 million to $4,999,999	1.75%
Service & Other Activities	$5 million or more	2.10%

(ii) B&O Tax Small Business Credit. Businesses with annual B&O tax liability of $250 or less per month qualify for a small business B&O tax credit. Additionally, businesses with less than $28,000 in gross receipts per reporting period may qualify for the small business B&O tax credit.

(iii) Filing Frequency. B&O Tax returns are filed monthly, quarterly, or annually, depending on the Partnership's tax liability level. The WA DOR assigns the filing frequency.

(c) Washington State Sales Tax. If the Partnership sells tangible personal property or certain services at retail, it must collect and remit Washington State sales tax.

(d) Washington Capital Gains Tax. Effective January 1, 2022, Washington imposes a 7% excise tax on the sale or exchange of long-term capital assets if the gain exceeds $270,000 (adjusted amount for 2025). This may apply to the sale of Partnership interests or Partnership-held assets.

(e) Use Tax. The Partnership shall pay Washington use tax on tangible personal property used in Washington that was purchased without payment of Washington sales tax.

(f) Washington Tax Contact Information:

Item	Detail
Agency	Washington State Department of Revenue (WA DOR)
Address	6500 Linderson Way SW, Tumwater, WA 98501
Phone	(360) 705-6705
Website	https://dor.wa.gov
Online Filing	https://my.dor.wa.gov

16.5 Washington Employment Requirements

If the Partnership has employees, it shall comply with:

(a) Washington Workers' Compensation (RCW Title 51). Washington operates a mandatory state-fund workers' compensation system through the Department of Labor and Industries (L&I). Employers must report hours worked and pay premiums to L&I quarterly.

Item	Detail
Agency	Washington Department of Labor and Industries
Phone	(360) 902-5800
Website	https://www.lni.wa.gov

(b) Washington Minimum Wage (RCW 49.46). The Partnership shall pay no less than the Washington state minimum wage (currently $16.66/hour for 2025, adjusted annually for inflation).

(c) Washington Paid Family and Medical Leave (RCW Chapter 50A.04). Employers and employees share premiums for this state-mandated insurance program.

(d) Washington Paid Sick Leave (RCW 49.46.200-210). Employees accrue at least one hour of paid sick leave for every forty (40) hours worked.

(e) Washington Long-Term Care Act / WA Cares Fund (RCW Chapter 50B.04). Employees are subject to premium assessments for the WA Cares long-term care benefit.

(f) Washington Law Against Discrimination (RCW Chapter 49.60). Prohibits employment discrimination based on race, color, creed, national origin, sex, sexual orientation, gender identity, age, disability, marital status, honorably discharged veteran or military status, or use of a guide dog.

16.6 Washington Non-Compete Act Compliance

(a) The Washington Non-Compete Act (RCW Chapter 49.62), effective January 1, 2020, places significant restrictions on noncompetition covenants in Washington.

(b) Key Provisions:

Provision	Requirement
Employee Income Threshold	$123,394.17/year (2025, adjusted annually Sept. 30)
Independent Contractor Threshold	$308,485.43/year (2025, adjusted annually Sept. 30)
Maximum Duration (Presumptive)	18 months post-separation
Garden Leave	Required if enforced against departing employees
Ownership Interest Exception	Applies if partner acquires/disposes of 1%+ interest
Penalty for Violation	Actual damages or $5,000, whichever is greater, plus attorneys' fees

(c) Applicability to This Agreement. The Partners acknowledge that the non-competition covenant in Section 7.2 is intended to fall within the ownership interest exception of RCW 49.62.010(4) and is therefore not subject to the Act's restrictions, provided each Partner holds at least a 1% interest in the Partnership. If any Partner's interest falls below 1%, the covenant may become subject to the Act's requirements.

16.7 Washington Community Property Considerations

(a) Washington is a community property state. Partnership interests acquired during marriage may constitute community property.

(b) Partners who are married are encouraged to have their spouse execute a Community Property Consent acknowledging the Partnership Interest and the terms of this Agreement.

(c) Community Property Consent Form:

I, [________________________________] (Spouse), acknowledge that [________________________________] (Partner) is entering into this General Partnership Agreement. I consent to the terms and conditions of this Agreement as they relate to my community property interest (if any) in the Partnership Interest and agree to be bound by the provisions of this Agreement that apply to community property interests.

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

16.8 Washington Environmental Compliance

(a) The Partnership shall comply with the Washington State Environmental Policy Act (SEPA, RCW Chapter 43.21C), the Model Toxics Control Act (MTCA, RCW Chapter 70A.305), and all applicable environmental laws.

(b) If the Partnership engages in activities that may impact the environment, it shall obtain all necessary permits from the Washington Department of Ecology.

16.9 Washington Statute of Limitations

(a) Written contracts: Six (6) years under RCW 4.16.040.
(b) Oral contracts: Three (3) years under RCW 4.16.080.
(c) Partners should be aware of these limitation periods for actions under this Agreement.

16.10 Washington Consumer Protection

If the Partnership engages in consumer-facing business, it shall comply with the Washington Consumer Protection Act (RCW Chapter 19.86), which prohibits unfair or deceptive acts and practices and unfair methods of competition.

16.11 Annual Compliance

(a) The Partnership shall file all required B&O Tax returns with WA DOR on the assigned frequency (monthly, quarterly, or annually).

(b) The Partnership shall renew its Washington State Business License as required.

(c) The Partnership shall file and renew its Statement of Partnership Authority with the Secretary of State before its five-year automatic cancellation.

(d) The Managing Partner (or designated Partner) shall be responsible for ensuring compliance with all Washington 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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Community Property Consent (for married Partners in Washington)

SPOUSE OF PARTNER [____]:

I, [________________________________], spouse of [________________________________], hereby acknowledge that I have read and understand the foregoing General Partnership Agreement. I consent to the terms and conditions of this Agreement as they relate to any community property interest I may have in the Partnership Interest, and I agree to be bound by the transfer restrictions and other provisions of this Agreement.

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

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Notary Acknowledgment

STATE OF WASHINGTON
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

WASHINGTON STATE-SPECIFIC RIDER

This Rider is attached to and made a part of the General Partnership Agreement dated [__/__/____].

Washington Compliance Checklist:

☐ Statement of Partnership Authority filed with WA Secretary of State (RCW 25.05.110)
☐ UBI Number obtained from WA Secretary of State / Department of Revenue
☐ Washington State Business License obtained via BLS
☐ B&O Tax registration completed with WA DOR
☐ Federal EIN obtained from IRS
☐ Local business licenses obtained (city/county, as applicable)
☐ Workers' compensation account established with WA L&I (if employees)
☐ Paid Family and Medical Leave premiums set up (if employees)
☐ WA Cares Fund enrollment completed (if employees)
☐ Paid Sick Leave policy implemented (if employees)
☐ Sales tax permit obtained (if selling taxable goods/services)
☐ Community Property Consents obtained from married Partners' spouses
☐ Non-Compete Act compliance reviewed (RCW Chapter 49.62)
☐ My Health My Data Act compliance reviewed (if applicable) (RCW Chapter 19.373)
☐ Environmental permits obtained (if applicable)

Washington Secretary of State Filing Fee Schedule (verify before filing):

Filing Type	Fee
Statement of Partnership Authority	$10.00
Amendment to Statement of Authority	$10.00
Statement of Dissociation	$10.00
Statement of Dissolution	$10.00
Statement of Denial	$10.00
Certificate of Existence	$20.00
Certified Copy	$20.00 + $1.00/page

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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;

2. Makes all representations and warranties set forth in Article 6 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	$[________________________________]
B&O Tax Estimated Annual Liability	$[________________________________]
Sales Tax Estimated Annual Liability	$[________________________________]
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 must be reviewed, customized, and approved by a qualified attorney licensed to practice law in the State of Washington before execution or use. No attorney-client relationship is created by the use of this template. The authors and publishers expressly disclaim all liability for any loss, damage, or injury arising from the use of this template.

Washington 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. In particular, B&O Tax rates, Non-Compete Act income thresholds, minimum wage amounts, and capital gains tax thresholds are adjusted periodically.

You are strongly encouraged to consult with a Washington-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 Washington Revised Uniform Partnership Act, RCW Chapter 25.05. Last updated: 2026-02-27.