Partnership Agreement - General (Wisconsin)

GENERAL PARTNERSHIP AGREEMENT

State of Wisconsin

Formed Under the Wisconsin Uniform Partnership Law (Wis. Stat. Chapter 178)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Formation and Purpose
4. Capital Contributions
5. Allocations and Distributions
6. Management and Voting
7. Partners' Rights and Duties
8. Fiduciary Duties
9. Books, Records, and Accounting
10. Transfer of Partnership Interests
11. Admission of New Partners
12. Withdrawal and Dissociation
13. Dissolution and Winding Up
14. Indemnification
15. Dispute Resolution
16. General Provisions
17. Execution Block

1. DOCUMENT HEADER

1.1 Title. General Partnership Agreement (the "Agreement").

1.2 Effective Date. This Agreement is entered into as of [EFFECTIVE DATE] (the "Effective Date").

1.3 Parties. The undersigned individuals and/or entities, each referred to herein as a "Partner" and collectively as the "Partners":

1.4 Recitals.

WHEREAS, the Partners desire to form a General Partnership pursuant to Wis. Stat. Chapter 178 for the purposes set forth herein;

WHEREAS, the Partners desire to define their respective rights, duties, and obligations as partners; and

WHEREAS, the Partners have agreed to be bound by the terms and conditions of this Agreement;

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

2. DEFINITIONS

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

"Act" means the Wisconsin Uniform Partnership Law, Wis. Stat. Chapter 178, as amended from time to time.

"Agreement" means this General Partnership Agreement, including all exhibits and schedules, as amended from time to time.

"Bankruptcy" means, with respect to any Partner: (a) filing a voluntary bankruptcy petition; (b) entry of an order for relief in an involuntary bankruptcy case; (c) the appointment of a receiver, trustee, or liquidator as described in Wis. Stat. § 178.0601(6); or (d) an assignment for the benefit of creditors. No 90-day grace period delays a statutory dissociation.

"Capital Account" means the account maintained for each Partner reflecting Capital Contributions, allocations of Profits and Losses, and distributions.

"Capital Contribution" means cash, property, or services contributed to the Partnership by a Partner as capital.

"Dissociation" has the meaning set forth in Wis. Stat. § 178.0601.

"Distributable Cash" means cash available for distribution after payment of current expenses, reserves for anticipated obligations, and debt service.

"Fiscal Year" means the calendar year or such other fiscal year as the Partners may designate.

"Interest" or "Partnership Interest" means a Partner's entire ownership interest in the Partnership, including economic rights and governance rights.

"Losses" means the net losses of the Partnership as determined under generally accepted accounting principles (GAAP).

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

"Managing Partner" means the Partner(s) designated to manage the day-to-day affairs of the Partnership pursuant to Section 6.

"Net Profits" or "Profits" means the net profits of the Partnership as determined under GAAP.

"Partnership" means the general partnership formed pursuant to this Agreement.

"Percentage Interest" means a Partner's percentage ownership interest as set forth in Section 1.3, as adjusted from time to time.

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

"Supermajority Vote" means the affirmative vote of Partners holding at least [seventy-five percent (75%) / two-thirds (66.67%)] of the aggregate Partnership Interests.

"Transfer" means any sale, assignment, gift, pledge, encumbrance, hypothecation, or other disposition, whether voluntary or involuntary.

3. FORMATION AND PURPOSE

3.1 Formation. The Partners agree to carry on the business described below as co-owners for profit. Under Wis. Stat. § 178.0202, that association forms a partnership; signing this Agreement alone does not establish that the business has begun.

3.2 Partnership Name. The name of the Partnership shall be "[PARTNERSHIP NAME]" (the "Partnership"). The Partnership may conduct business under one or more assumed names upon compliance with applicable Wisconsin law.

3.3 Principal Office. The principal office of the Partnership shall be located at [ADDRESS, CITY, WISCONSIN ZIP], or such other location as the Partners may designate.

3.4 Service Contact. The Partners designate [NAME], located at [ADDRESS], to receive legal notices for the Partnership, subject to applicable service-of-process law.

3.5 Purpose. The purpose of the Partnership is to engage in [DESCRIBE BUSINESS PURPOSE] and any other lawful business activities that the Partners may approve. The Partnership shall have all powers necessary or convenient to accomplish its purposes.

3.6 Term. The Partnership shall continue until dissolved in accordance with Section 13 or as otherwise provided by law.

3.7 Filings. The Partnership may file a statement of partnership authority under Wis. Stat. § 178.0303. A person named in a filed statement as having authority may file a statement of denial under § 178.0304. Neither filing is required merely to form under § 178.0202.

3.8 Partner Liability. Except as the claimant agrees or the law provides, each general Partner is jointly and severally liable for the Partnership's debts, obligations, and other liabilities under Wis. Stat. § 178.0306(1). This Agreement allocates responsibility among the Partners but does not by itself limit a third party's claim.

4. CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall make the Initial Capital Contribution set forth in Section 1.3 on or before [DATE / "the Effective Date"].

4.2 Form of Contribution. Capital Contributions may consist of cash, property, or services rendered. Property contributions shall be valued at fair market value as mutually agreed by the Partners or, if not agreed, as determined by an independent appraiser selected by Majority Vote. The tax treatment of property and services shall be determined under applicable law.

4.3 Additional Capital Contributions.

(a) No Partner is required to make additional Capital Contributions beyond those set forth in Section 1.3 unless approved by Supermajority Vote.

(b) If additional Capital Contributions are approved, each Partner shall have the right (but not the obligation) to contribute such Partner's Percentage Interest of the total additional capital.

(c) If a Partner elects not to contribute such Partner's share, the other Partners may contribute the shortfall, and Percentage Interests shall be adjusted accordingly.

4.4 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation § 1.704-1(b)(2)(iv). The Partnership's tax adviser shall record money and the fair market value of property contributed or distributed, taking relevant liabilities into account; allocations of income, gain, loss, and deduction; applicable tax-exempt income and nondeductible expenditures; and other adjustments required by that regulation. The amounts entered for services shall follow applicable tax law.

4.5 No Interest on Capital. Except as otherwise agreed in writing, no Partner shall receive interest on Capital Contributions or Capital Account balances.

4.6 No Return of Capital. No Partner has the right to demand or receive the return of Capital Contributions except upon dissolution or as otherwise provided herein.

5. ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocation of Profits. Net Profits for each Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage Interests. Tax allocations shall also satisfy Section 5.4.

5.2 Allocation of Losses. Losses for each Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage Interests; provided, however, that no Partner shall be allocated Losses to the extent such allocation would create or increase a deficit balance in such Partner's Capital Account.

5.3 Special Allocations. The Partners may agree to special allocations of Profits and Losses from specific Partnership activities. The Partnership's tax adviser shall review whether those allocations have substantial economic effect or are otherwise respected under IRC § 704(b).

5.4 Tax Allocations. For federal income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated among the Partners in accordance with the allocations of Profits and Losses, subject to IRC §§ 704(b) and 704(c). State and local tax allocations shall be made as their applicable laws require.

5.5 Distributions.

(a) Timing. Distributions of Distributable Cash shall be made at such times as determined by the Managing Partner(s), but not less frequently than [quarterly / annually].

(b) Priority. Distributions shall be made in the following order of priority:

(i) First, to Partners for tax distributions sufficient to cover estimated federal and state income tax liabilities arising from Partnership allocations (calculated at the highest marginal individual rate);

(ii) Second, to Partners in accordance with their respective Percentage Interests.

(c) Contractual Limitation. No distribution shall be made if, after giving effect to it, the Partnership would be insolvent or unable to pay its debts as they become due in the ordinary course of business.

5.6 Withholding. The Partnership may withhold from distributions any amounts required to be withheld under applicable tax laws.

6. MANAGEMENT AND VOTING

6.1 Management Rights. Except as otherwise provided in this Agreement, each Partner has equal rights in the management and conduct of the Partnership's business pursuant to Wis. Stat. § 178.0401.

6.2 Managing Partner(s).

(a) The Partners designate [NAME(S)] as the initial Managing Partner(s).

(b) The Managing Partner(s) shall have authority to:

(i) Conduct the ordinary day-to-day business of the Partnership;

(ii) Hire and terminate employees;

(iii) Enter into contracts in the ordinary course of business not exceeding $[AMOUNT];

(iv) Maintain bank accounts and sign checks up to $[AMOUNT];

(v) Execute documents necessary to carry out Partnership business; and

(vi) Take such other actions as are customary for managing partners.

(c) Managing Partners may be removed or replaced by Supermajority Vote.

6.3 Actions Requiring Majority Vote. The following actions require Majority Vote:

(a) Approval of the annual budget;

(b) Hiring or termination of key employees;

(c) Contracts exceeding $[AMOUNT] but not exceeding $[LARGER AMOUNT];

(d) Acquisition or disposition of equipment or assets exceeding $[AMOUNT];

(e) Selection of accountants and legal counsel.

6.4 Actions Requiring Supermajority Vote. The following actions require Supermajority Vote:

(a) Admission of new Partners;

(b) Amendment of this Agreement;

(c) Merger or consolidation of the Partnership; conversion requires the consent specified in Section 6.5(b);

(d) Sale of all or substantially all Partnership assets;

(e) Incurrence of debt exceeding $[AMOUNT];

(f) Any action outside the ordinary course of business;

(g) Voluntary dissolution;

(h) Any contract or transaction between the Partnership and a Partner or Partner's affiliate.

6.5 Actions Requiring Unanimous Consent. The following actions require the unanimous written consent of all Partners:

(a) Any amendment that adversely affects a Partner's economic rights disproportionately to other Partners;

(b) Conversion of the Partnership to another entity type;

(c) A transaction that asks any Partner to give a separate personal guaranty. This approval rule does not limit the liability imposed on general partners by Wis. Stat. § 178.0306.

6.6 Meetings.

(a) Partners shall hold regular meetings at least [monthly / quarterly / annually] at times and places determined by the Managing Partner(s).

(b) Special meetings may be called by any Partner upon [three (3)] business days' written notice.

(c) Partners may participate in meetings by telephone or video conference.

(d) A quorum consists of Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

6.7 Action by Written Consent. Any action that may be taken at a meeting of Partners may be taken without a meeting if consented to in writing by Partners holding the requisite Percentage Interests.

6.8 Deadlock Resolution. If the Partners are unable to agree on a material matter after good-faith negotiation for [thirty (30)] days, the dispute shall be resolved in accordance with Section 15.

7. PARTNERS' RIGHTS AND DUTIES

7.1 Partner Authority. Except as limited by this Agreement:

(a) Each Partner is an agent of the Partnership for purposes of its business pursuant to Wis. Stat. § 178.0301.

(b) In the ordinary course, an act of a Partner in the Partnership's name binds the Partnership unless that Partner lacked authority and the person dealing with the Partner knew or had notice of the lack of authority. An act outside the ordinary course binds the Partnership only if actually authorized. Wis. Stat. § 178.0301.

7.2 Limitations on Authority. No Partner shall, without prior approval as specified in Section 6:

(a) Borrow money or incur debt in the Partnership's name;

(b) Execute any promissory note, mortgage, or security agreement;

(c) Make any assignment of Partnership property;

(d) Dispose of the goodwill of the Partnership;

(e) Admit personal liability in litigation against the Partnership;

(f) Submit a Partnership claim to arbitration or mediation;

(g) Perform any act that would make it impossible to carry on the Partnership's ordinary business.

7.3 Devotion of Time. Unless otherwise agreed, each Partner shall devote such time and attention to the Partnership's business as is necessary for its successful operation.

7.4 Compensation.

(a) Managing Partner(s) shall receive an annual management fee of $[AMOUNT], payable [monthly / quarterly].

(b) Partners may receive reasonable compensation for services rendered to the Partnership beyond ordinary partnership duties upon Majority Vote approval.

(c) All compensation is in addition to distributions.

7.5 Expense Reimbursement. Partners shall be reimbursed for reasonable business expenses incurred on behalf of the Partnership upon submission of appropriate documentation.

7.6 Competing Activities.

☐ Option A – No Competition While a Partner: While a Partner, no Partner shall compete with the Partnership in the conduct of its business except as authorized after full disclosure under Section 8.5. This clause imposes no restriction after dissociation.

☐ Option B – Other Activities: Partners may engage in other business activities. Competition with the Partnership requires approval under Section 8.5 after full disclosure and remains subject to the nonwaivable limits of applicable law.

8. FIDUCIARY DUTIES

8.1 Duty of Loyalty. Each Partner owes the Partnership and the other Partners a duty of loyalty, which includes:

(a) Accounting to the Partnership for any property, profit, or benefit derived from Partnership business or the use of Partnership property;

(b) Refraining from dealing with the Partnership as or on behalf of a party having an interest adverse to the Partnership;

(c) Refraining from competing with the Partnership in the conduct of Partnership business (subject to Section 7.6).

8.2 Duty of Care. Each Partner owes the Partnership and the other Partners a duty of care, which means refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.

8.3 Good Faith and Fair Dealing. Each Partner shall discharge duties and exercise rights under this Agreement consistent with the contractual obligation of good faith and fair dealing pursuant to Wis. Stat. § 178.0409(4).

8.4 Disclosure. Each Partner has a duty to disclose to the other Partners all material facts and circumstances concerning Partnership business known to such Partner.

8.5 Conflicts of Interest. A Partner must fully disclose all material facts about a proposed competing activity or transaction with the Partnership in which that Partner has a material interest. It may be authorized only by Partners holding at least the Supermajority Vote percentage of the interests held by disinterested Partners, in a written decision identifying the activity or transaction. The interested Partner does not vote.

9. BOOKS, RECORDS, AND ACCOUNTING

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

(a) A current list of all Partners with names, addresses, and Percentage Interests;

(b) A copy of this Agreement and all amendments;

(c) Copies of all tax returns for the past [three (3)] years;

(d) Financial statements for the past [three (3)] years;

(e) Minutes of Partner meetings.

9.2 Partner Access. Pursuant to Wis. Stat. § 178.0408, each Partner has the right to inspect and copy Partnership books and records during ordinary business hours upon reasonable notice, subject to reasonable restrictions on the use and disclosure of confidential information.

9.3 Accounting Method. The Partnership shall use the [cash / accrual] method of accounting and shall prepare financial statements in accordance with GAAP.

9.4 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year.

9.5 Partnership Representative. If the centralized partnership audit procedures apply, the Partnership shall designate [NAME], a person with a substantial U.S. presence, as its Partnership Representative in the manner prescribed by the IRS under 26 U.S.C. § 6223. That representative has sole authority to act for the Partnership under those procedures.

9.6 Financial Statements. The Managing Partner(s) shall provide Partners with:

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

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

(c) Schedule K-1s promptly after preparation of the Partnership's federal return and within any applicable furnishing deadline, taking valid extensions into account.

9.7 Bank Accounts. Partnership funds shall be deposited in accounts at financial institutions selected by the Managing Partner(s). Withdrawals shall require [one signature / two signatures].

10. TRANSFER OF PARTNERSHIP INTERESTS

10.1 General Restriction. No Partner may Transfer all or any portion of such Partner's Interest except as provided in this Section 10.

10.2 Permitted Transfers. A Partner may Transfer the transferable economic portion of such Partner's Interest:

(a) To a revocable living trust for estate planning purposes;

(b) To a family member upon the death of the Partner;

(c) To another Partner;

(d) With the prior written consent of all other Partners.

10.3 Right of First Refusal.

(a) If a Partner receives a bona fide offer from a third party to purchase all or part of such Partner's Interest, the selling Partner shall provide written notice to all other Partners specifying the material terms of the offer (the "Offer Notice").

(b) Each non-selling Partner shall have [thirty (30)] days after receipt of the Offer Notice to elect to purchase its pro rata share of the offered Interest on the same terms.

(c) If the non-selling Partners do not elect to purchase the entire offered Interest, the selling Partner may Transfer to the third party on terms no more favorable than those stated in the Offer Notice, provided such Transfer is completed within [ninety (90)] days.

10.4 Effect of Transfer. Unless admitted as a Partner pursuant to Section 11, a transferee of a transferable interest is entitled to the distributions the transferor would otherwise receive, but does not thereby obtain management or ordinary record-access rights. Tax allocations and any statutory rights of a transferee shall be determined separately under applicable law. Wis. Stat. § 178.0503.

10.5 Involuntary Transfers. Upon any involuntary Transfer (including by Bankruptcy, court order, or operation of law), the Partnership and the remaining Partners shall have the right to purchase the affected Interest at fair market value.

11. ADMISSION OF NEW PARTNERS

11.1 Consent Required. No Person shall be admitted as a new Partner without the prior written consent of Partners holding Supermajority Vote.

11.2 Conditions. As a condition to admission, a new Partner must:

(a) Execute a counterpart of this Agreement agreeing to be bound by its terms;

(b) Make any required Capital Contribution;

(c) Pay all reasonable costs associated with the admission.

11.3 Amendment. Upon admission of a new Partner, this Agreement shall be amended to reflect the new Partner's name, Capital Contribution, and Percentage Interest.

12. WITHDRAWAL AND DISSOCIATION

12.1 Voluntary Dissociation. A Partner has the power to dissociate by giving written notice to all other Partners. The Partner shall give [ninety (90)] days' prior notice when practicable; a departure may still be wrongful under Section 12.2 and Wis. Stat. § 178.0602. In a partnership at will, express withdrawal ordinarily causes dissolution under Wis. Stat. § 178.0801(1)(a), so Section 13 applies unless the Partners validly agree otherwise.

12.2 Wrongful Dissociation. A Partner's dissociation is wrongful if:

(a) It is in breach of an express provision of this Agreement; or

(b) Before the expiration of a definite term or the completion of a particular undertaking, the Partner:

(i) Withdraws by express will, unless a statutory exception applies, including the 90-day exception following a specified dissociation of another Partner under Wis. Stat. § 178.0602(2)(b)1.;

(ii) Is expelled by judicial decree; or

(iii) Becomes a debtor in bankruptcy.

12.3 Events of Dissociation. In addition to voluntary withdrawal, a Partner is dissociated upon:

(a) The Partner's death;

(b) The Partner's Bankruptcy;

(c) The Partner's incapacity as determined by a court;

(d) Expulsion by unanimous vote of the other Partners for material breach of this Agreement, breach of fiduciary duty, or conduct that makes it not reasonably practicable to carry on business with the Partner; or

(e) Any other event specified in Wis. Stat. § 178.0601.

12.4 Purchase of Dissociating Partner's Interest.

(a) Upon dissociation that does not result in dissolution, the Partnership shall purchase the dissociating Partner's Interest.

(b) The purchase price shall be the fair market value of the Interest as of the date of dissociation, determined by mutual agreement or, if not agreed within [thirty (30)] days, by an independent appraiser selected by the remaining Partners.

(c) The purchase price shall be paid:

☐ In a lump sum within [ninety (90)] days of determination of value; or

☐ In [___] equal annual installments with interest at [___]% per annum.

12.5 Continuing Liability. Dissociation does not itself discharge liabilities incurred while the person was a Partner. Liability to the Partnership and other Partners is addressed by Wis. Stat. § 178.0603(3); liability to third parties remains subject to §§ 178.0306 and 178.0703 and to any valid release.

13. DISSOLUTION AND WINDING UP

13.1 Events of Dissolution. The Partnership shall dissolve upon:

(a) The affirmative vote of Partners holding Supermajority Vote;

(b) An event that makes it unlawful for the Partnership to continue;

(c) A judicial decree pursuant to Wis. Stat. § 178.0801(4) or (5); or

(d) Any other event specified in Wis. Stat. § 178.0801.

13.2 Winding Up. Upon dissolution, the Partnership shall wind up its affairs pursuant to Wis. Stat. § 178.0802. The Managing Partner(s), or a liquidating Partner appointed by Majority Vote, shall:

(a) Complete all pending business;

(b) Collect all receivables and claims;

(c) Liquidate Partnership assets in an orderly manner;

(d) Discharge all Partnership liabilities;

(e) Distribute remaining assets to Partners.

13.3 Distribution of Assets on Dissolution. The Partnership shall first discharge obligations to creditors, including Partners who are creditors. Subject to Wis. Stat. § 178.0806 and any effective charging order, remaining assets shall be distributed first to holders of transferable interests in respect of unreturned contributions, then in proportion to their rights to share distributions immediately before dissolution.

13.4 Deficit Capital Accounts. No Partner with a deficit Capital Account shall be required to restore such deficit unless such requirement is imposed by operation of law.

13.5 Statement of Dissolution. Upon dissolution, the Partnership may file a statement of dissolution with the Wisconsin Department of Financial Institutions.

14. INDEMNIFICATION

14.1 Indemnification by Partnership. To the fullest extent permitted by law, the Partnership shall indemnify each Partner against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any claim, demand, action, or proceeding relating to the Partner's good-faith performance of Partnership duties, provided such Partner acted within the scope of authority and did not engage in willful misconduct, gross negligence, or breach of fiduciary duty.

14.2 Indemnification by Partners. Each Partner shall indemnify the Partnership and the other Partners against any loss caused by such Partner's breach of this Agreement, breach of fiduciary duty, or willful misconduct.

14.3 Advancement of Expenses. The Partnership may advance expenses to a Partner in connection with any proceeding for which indemnification may be available, subject to an undertaking to repay if it is ultimately determined that indemnification is not available.

14.4 Insurance. The Partnership may obtain and maintain insurance covering Partners against liabilities for which indemnification is available hereunder.

15. DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict-of-laws principles.

15.2 Negotiation. The Partners shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives.

15.3 Mediation. If the dispute is not resolved through negotiation within [thirty (30)] days, any Partner may initiate non-binding mediation by written notice. The mediation shall be conducted by a mediator mutually selected by the Partners, or if not agreed, by a mediator selected by the American Arbitration Association (AAA).

15.4 Binding Arbitration. If the dispute is not resolved through mediation within [thirty (30)] days after commencement, the dispute shall be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted in [CITY], Wisconsin, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

15.5 Equitable Relief. Notwithstanding Section 15.4, any Partner may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute.

15.6 Forum Selection. For any dispute not subject to arbitration, each Partner submits to the state courts in [COUNTY] County, Wisconsin, or to the federal district court with jurisdiction over that county if federal jurisdiction exists.

15.7 Jury Waiver. TO THE EXTENT ENFORCEABLE UNDER APPLICABLE LAW, EACH PARTNER KNOWINGLY AND VOLUNTARILY WAIVES A RIGHT TO A TRIAL BY JURY IN AN ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

15.8 Attorneys' Fees. In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

16. GENERAL PROVISIONS

16.1 Amendment. This Agreement may be amended only by a written instrument signed by Partners holding Supermajority Vote, except that amendments affecting a Partner's economic rights disproportionately require such Partner's consent.

16.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. No waiver is effective unless in writing and signed by the waiving party.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

16.4 Entire Agreement. This Agreement, together with any exhibits, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings.

16.5 Binding Effect. This Agreement binds and benefits the Partners and their respective heirs, personal representatives, successors, and permitted assigns.

16.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures and PDF copies are deemed originals.

16.7 Notices. All notices under this Agreement shall be in writing and delivered by:

(a) Personal delivery;

(b) Nationally recognized overnight courier;

(c) Certified mail, return receipt requested; or

(d) Email with confirmation of receipt.

Notice is effective upon receipt (or refusal of delivery) and shall be sent to the addresses set forth in Section 1.3 or such other address as a Partner may designate.

16.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Partners and their permitted successors and assigns. No third party shall have any rights hereunder.

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

16.10 Construction. This Agreement shall be construed without regard to any presumption against the party that drafted it. Headings are for convenience only and do not affect interpretation.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date.

EXHIBIT A – INITIAL CAPITAL CONTRIBUTIONS

[Describe cash, property, and/or services contributed by each Partner, including valuation methodology for non-cash contributions.]

EXHIBIT B – SPECIAL ALLOCATIONS (IF ANY)

[Describe any special allocations of income, gain, loss, deduction, or credit from specific Partnership activities.]

EXHIBIT C – INITIAL BUDGET AND BUSINESS PLAN (OPTIONAL)

[Attach initial operating budget and business plan if desired.]