Partnership Agreement

This Partnership Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

partner_a ("Partner A"); and

partner_b ("Partner B").

Partner A and Partner B are each referred to herein as a "Partner" and collectively as the "Partners."

Recitals

WHEREAS, the Partners desire to form a general partnership for the purpose of conducting the business described herein;

WHEREAS, the Partners wish to establish their respective rights, duties, and obligations with respect to the Partnership;

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

1. Definitions

"Act" means the Uniform Partnership Act as adopted in the State of governing_state, as amended from time to time.

"Capital Account" means the individual capital account maintained for each Partner in accordance with Section 4 of this Agreement.

"Fiscal Year" means the fiscal year of the Partnership, which shall end on fiscal_year_end of each year.

"Majority Vote" means the affirmative vote of Partners holding more than fifty percent (50%) of the total partnership interests.

"Net Profits" and "Net Losses" mean the net income or net loss of the Partnership for each Fiscal Year, as determined in accordance with generally accepted accounting principles (GAAP) applied on a consistent basis.

"Partnership Interest" means a Partner's share of the profits, losses, and distributions of the Partnership, together with the Partner's rights to participate in the management of the Partnership as set forth herein.

2. Formation and Name

2.1 Formation

The Partners hereby form a general partnership (the "Partnership") pursuant to the provisions of the Act. The Partners shall execute and file any certificates or documents required by the laws of the State of governing_state and any other jurisdiction in which the Partnership conducts business.

2.2 Name

The name of the Partnership shall be business_name. The Partnership may conduct business under such name or any other name or names that the Partners may unanimously agree upon from time to time. The Partners shall execute and file any fictitious business name statements or similar documents as required by applicable law.

2.3 Principal Office

The principal place of business of the Partnership shall be located at principal_office, or at such other location as the Partners may mutually agree upon from time to time.

3. Purpose

The purpose of the Partnership is to engage in business_purpose, and any other lawful business activity that the Partners may unanimously agree to pursue from time to time. The Partnership shall have the power to do all things necessary, incidental, or convenient to carry out the purposes described herein, including but not limited to entering into contracts, acquiring and disposing of property, borrowing money, and employing agents and contractors.

4. Capital Contributions

4.1 Initial Contributions

Each Partner shall make an initial capital contribution to the Partnership as follows:

Partner A: partner_a_contribution in cash and/or the following property or services: [describe non-cash contributions, if any].

Partner B: partner_b_contribution in cash and/or the following property or services: [describe non-cash contributions, if any].

Initial capital contributions shall be made within thirty (30) days of the Effective Date. Non-cash contributions shall be valued at their fair market value as mutually agreed upon by the Partners or, in the event of disagreement, as determined by an independent appraiser selected by the Partners.

4.2 Additional Contributions

No Partner shall be required to make additional capital contributions beyond the initial contribution described in Section 4.1 without the unanimous written consent of all Partners. If the Partners unanimously agree that additional capital is needed, each Partner shall contribute additional capital in proportion to their respective Partnership Interests. A Partner who fails to make an agreed-upon additional contribution within thirty (30) days of the due date shall be subject to dilution of their Partnership Interest as determined by the contributing Partner(s).

4.3 Capital Accounts

A separate Capital Account shall be maintained for each Partner. Each Capital Account shall be credited with the Partner's capital contributions, allocated share of Net Profits, and any other items required to be credited under applicable tax regulations. Each Capital Account shall be debited with distributions to the Partner, the Partner's allocated share of Net Losses, and any other items required to be debited under applicable tax regulations. No Partner shall be entitled to interest on their Capital Account balance.

4.4 Withdrawal of Capital

No Partner shall withdraw any portion of their capital contribution without the unanimous written consent of all Partners. Any unauthorized withdrawal shall constitute a material breach of this Agreement.

5. Profit and Loss Allocation

5.1 Allocation

Net Profits and Net Losses of the Partnership for each Fiscal Year shall be allocated among the Partners in a ratio of profit_split, unless a different allocation is unanimously agreed upon in writing by the Partners.

5.2 Distributions

Distributions of available cash shall be made to the Partners at such times and in such amounts as the Partners mutually determine, but no less frequently than quarterly. Distributions shall be made in the same ratio as the Partners' respective profit-sharing percentages, unless the Partners unanimously agree otherwise. No distribution shall be made that would render the Partnership unable to pay its debts as they become due in the ordinary course of business.

5.3 Tax Allocations

For federal and state income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as the corresponding item of Net Profit or Net Loss is allocated under Section 5.1. The Partnership shall file all required federal, state, and local tax returns and shall furnish each Partner with a Schedule K-1 (or equivalent) within ninety (90) days after the end of each Fiscal Year.

6. Management and Voting

6.1 Equal Management Rights

Except as otherwise provided in this Agreement, each Partner shall have equal rights in the management and conduct of the Partnership business. The Partners shall consult with each other regularly and make decisions collaboratively in the best interests of the Partnership.

6.2 Ordinary Business Decisions

Decisions regarding the ordinary and routine business operations of the Partnership may be made by any Partner acting alone, provided that such decisions are consistent with the Partnership's established business practices and do not involve expenditures exceeding major_decision_threshold per transaction or commitment.

6.3 Major Decisions

The following actions shall require the unanimous written consent of all Partners ("Major Decisions"):

(a) Any expenditure or financial commitment exceeding major_decision_threshold per transaction;

(b) Borrowing money or incurring indebtedness on behalf of the Partnership;

(c) Acquiring, selling, leasing, or encumbering any real property;

(d) Entering into any contract with a term exceeding one (1) year or a value exceeding major_decision_threshold;

(e) Hiring, terminating, or setting compensation for any employee with an annual salary exceeding major_decision_threshold;

(f) Admitting a new Partner to the Partnership;

(g) Changing the nature or scope of the Partnership's business;

(h) Filing for bankruptcy or making an assignment for the benefit of creditors;

(i) Merging, consolidating, or entering into a joint venture with another entity; and

(j) Amending this Agreement.

6.4 Deadlocks

If the Partners are unable to reach agreement on any matter requiring a Major Decision within fifteen (15) business days, the matter shall be submitted to mediation as described in Section 13.

7. Authority and Restrictions

7.1 Binding Authority

Each Partner shall have the authority to bind the Partnership in the ordinary course of business, subject to the limitations set forth in Section 6. Any action taken by a Partner within the scope of their authority under this Agreement shall be binding on the Partnership.

7.2 Restrictions on Authority

No Partner shall, without the prior unanimous written consent of all Partners:

(a) Assign, transfer, pledge, or encumber any Partnership asset;

(b) Guarantee or become surety for the debts or obligations of any third party using Partnership assets or credit;

(c) Confess a judgment against the Partnership;

(d) Do any act that would make it impossible to carry on the ordinary business of the Partnership; or

(e) Do any act in contravention of this Agreement.

7.3 Devotion of Time

Each Partner shall devote such time and attention to the Partnership business as is reasonably necessary for the proper conduct of the business. Unless otherwise agreed in writing, each Partner is expected to devote substantially full-time efforts to the Partnership. A Partner shall not engage in any business activity that competes with or conflicts with the Partnership's business without the prior written consent of the other Partner(s).

8. Books, Records, and Financial Reporting

8.1 Books and Records

The Partnership shall maintain complete and accurate books of account and other records at the Partnership's principal place of business. Such records shall include, without limitation: (a) a current list of Partners with their addresses and Partnership Interests; (b) copies of federal, state, and local tax returns for each Fiscal Year; (c) copies of this Agreement and all amendments; (d) financial statements for each Fiscal Year; and (e) minutes of all Partner meetings.

8.2 Inspection Rights

Each Partner shall have the right, at reasonable times and upon reasonable notice, to inspect and copy the Partnership's books, records, and accounts. Each Partner shall also have the right to audit the Partnership's financial records at their own expense.

8.3 Financial Statements

The Partnership shall prepare and distribute to each Partner: (a) quarterly unaudited financial statements within thirty (30) days after the end of each fiscal quarter; and (b) annual financial statements within ninety (90) days after the end of each Fiscal Year. The annual financial statements may be audited or reviewed by an independent certified public accountant if requested by any Partner, with the cost borne by the Partnership.

8.4 Banking

The Partnership shall maintain one or more bank accounts in the name of the Partnership. All Partnership funds shall be deposited in such accounts. Withdrawals and transfers from Partnership accounts shall require the signature of [any Partner / both Partners], as determined by the Partners.

9. Transfer of Partnership Interest

9.1 Restrictions on Transfer

No Partner may sell, assign, transfer, pledge, hypothecate, or otherwise dispose of (collectively, "Transfer") all or any portion of their Partnership Interest without the prior written consent of the other Partner(s), which consent may be withheld in the other Partner(s)' sole discretion, except as provided in this Section 9.

9.2 Right of First Refusal

If a Partner (the "Offering Partner") receives a bona fide offer from a third party to purchase all or any portion of the Offering Partner's Partnership Interest (the "Offer"), the Offering Partner shall first offer the Interest to the remaining Partner(s) on the same terms and conditions as the Offer. The remaining Partner(s) shall have thirty (30) days from receipt of written notice of the Offer to elect to purchase the Interest on such terms. If the remaining Partner(s) decline or fail to respond within thirty (30) days, the Offering Partner may complete the Transfer to the third party on terms no more favorable than those offered to the remaining Partner(s), provided such Transfer is completed within ninety (90) days.

9.3 Permitted Transfers

Notwithstanding the foregoing, a Partner may Transfer their Partnership Interest to a trust established for the benefit of the Partner's immediate family members, provided that: (a) the transferee agrees in writing to be bound by the terms of this Agreement; and (b) the transferring Partner provides at least fifteen (15) days prior written notice to the other Partner(s).

10. Withdrawal and Expulsion

10.1 Voluntary Withdrawal

A Partner may voluntarily withdraw from the Partnership by providing at least ninety (90) days written notice to the other Partner(s). Upon withdrawal, the withdrawing Partner shall be entitled to receive the fair market value of their Partnership Interest, as determined by an independent appraiser mutually agreed upon by the Partners. Payment shall be made in a lump sum within one hundred twenty (120) days of the effective date of withdrawal, or in equal monthly installments over a period not to exceed twenty-four (24) months, at the election of the remaining Partner(s).

10.2 Expulsion

A Partner may be expelled from the Partnership upon the unanimous vote of the remaining Partner(s) for any of the following reasons:

(a) Material breach of this Agreement that remains uncured for thirty (30) days after written notice;

(b) Conviction of a felony or crime involving moral turpitude;

(c) Willful misconduct, fraud, or gross negligence in the conduct of Partnership business;

(d) Bankruptcy, insolvency, or assignment for the benefit of creditors by the Partner;

(e) Incapacity or disability that prevents the Partner from performing their duties for a period exceeding one hundred eighty (180) consecutive days; or

(f) Engaging in any activity that competes with or is materially adverse to the interests of the Partnership.

An expelled Partner shall be entitled to the fair market value of their Partnership Interest, less any damages caused to the Partnership by the events giving rise to expulsion.

11. Dissolution and Winding Up

11.1 Events of Dissolution

The Partnership shall be dissolved upon the occurrence of any of the following events:

(a) The unanimous written consent of all Partners;

(b) The death, incapacity, withdrawal, or expulsion of a Partner, unless the remaining Partner(s) elect to continue the business within ninety (90) days;

(c) The entry of a judicial decree of dissolution;

(d) The sale or disposition of all or substantially all of the Partnership's assets; or

(e) Any event that makes it unlawful for the Partnership business to be continued.

11.2 Winding Up

Upon dissolution, the Partners shall proceed to wind up the affairs of the Partnership. The winding up shall be conducted by the Partners or by a liquidating agent appointed by the Partners. During the winding up period, the Partnership shall: (a) cease all business activities except those necessary for an orderly wind-down; (b) collect all debts owed to the Partnership; (c) sell or otherwise dispose of Partnership assets at fair market value; and (d) discharge all Partnership liabilities and obligations.

11.3 Distribution of Assets

After payment of all Partnership debts and obligations, the remaining assets shall be distributed in the following order of priority:

(a) First, to repay any outstanding loans from Partners to the Partnership;

(b) Second, to return each Partner's Capital Account balance; and

(c) Third, any remaining surplus shall be distributed to the Partners in accordance with their respective profit-sharing ratios.

If Partnership assets are insufficient to repay all Capital Account balances, the deficiency shall be borne by the Partners in proportion to their respective profit-sharing ratios.

12. Non-Compete

During the term of the Partnership and for a period of twelve (12) months following a Partner's withdrawal, expulsion, or the dissolution of the Partnership, each Partner agrees not to, directly or indirectly, engage in, own, manage, operate, consult for, or participate in any business that competes with the Partnership's business within a fifty (50) mile radius of the Partnership's principal office, or in any market in which the Partnership actively conducts business. This restriction shall not apply to passive ownership of less than two percent (2%) of the outstanding securities of a publicly traded company.

13. Dispute Resolution

13.1 Mediation

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be submitted to non-binding mediation. The mediation shall be conducted by a mediator mutually agreed upon by the Partners, or if the Partners cannot agree, by a mediator appointed by JAMS. The mediation shall take place in governing_state and shall be completed within sixty (60) days of the initial mediation request. Each Partner shall bear their own costs of mediation, and the Partners shall share equally the fees of the mediator.

13.2 Arbitration

If the dispute is not resolved through mediation within sixty (60) days, the dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in governing_state by a single arbitrator with relevant experience in partnership disputes. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. The prevailing Party in any arbitration shall be entitled to recover reasonable attorneys' fees and costs.

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of governing_state, without regard to its conflict of law principles, and the applicable provisions of the Act.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements, whether written or oral.

14.3 Amendments

This Agreement may only be amended by a written instrument signed by all Partners.

14.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the Partner's address on file with the Partnership. Each Partner may change their notice address by providing written notice to the other Partner(s).

14.6 Waiver

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

14.7 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

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

Partner A

partner_a

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Address: ____________________________

Partner B

partner_b

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Address: ____________________________