Partnership Agreement

The Partnership continues from the date stated above until it is dissolved under clause 12 or, if the Partners state a fixed term below, until the end of that term, whichever happens first: .

Each Partner shall make the following contribution to the capital of the Partnership (a "Capital Contribution") on or before . A Capital Contribution may be cash, property or services, valued as stated below:

1. First Partner: ;

2. Second Partner: .

The Partnership shall maintain a capital account for each Partner, credited with that Partner's Capital Contribution and share of profits under clause 4, and debited with that Partner's share of losses and any distributions to that Partner. Property contributed as capital is valued at its fair market value as the Partners agree at the time of contribution; services contributed as capital are valued at the amount stated in clause 2, not at an hourly or project rate.

No Partner is required to make any Capital Contribution beyond the amount stated in clause 2, and no Partner is entitled to interest on their Capital Contribution or capital account balance, unless the Partners agree otherwise in writing.

Profits and losses of the Partnership are allocated between the Partners as follows: First Partner, ; Second Partner, . .

Distributions of cash to the Partners are made . No Partner may draw Partnership funds outside the distributions described above without the other Partners' consent.

Each Partner has an equal right to participate in managing the Partnership's business. Decisions in the ordinary course of business are decided by a majority vote of the Partners, with each Partner having one vote regardless of Capital Contribution or profit share, unless the Partners agree in writing to weight votes differently.

Each Partner may act for and bind the Partnership in matters within the ordinary course of its business, consistent with a decision the Partners have approved under this clause. A Partner who acts outside the ordinary course of business, or contrary to a decision the Partners have made, is liable to the Partnership and the other Partners for any resulting loss.

The following decisions require the unanimous written consent of all Partners, regardless of the majority-vote rule above:

1. borrowing money in the Partnership's name or granting a security interest in Partnership property;

2. buying, selling, leasing or encumbering real property, or any other asset above in value;

3. admitting a new Partner under clause 10, or removing a Partner other than by withdrawal under clause 11;

4. changing the Partnership's name or principal business, or the allocation in clause 4;

5. committing the Partnership to a contract with a term longer than ; or

6. any other matter the Partners agree in writing requires unanimous consent.

Each Partner shall devote to the Partnership's business and shall act in good faith and in the Partnership's best interest in every matter relating to it.

Except as the Partners agree otherwise in writing, a Partner shall not, without the other Partners' consent, engage in a business that competes with the Partnership or take a business opportunity that belongs to the Partnership for their own account. Each Partner shall account to the Partnership for any profit or benefit they derive from the Partnership's business or its property without the other Partners' consent.

A Partner is not entitled to a salary or wage for services to the Partnership beyond their share of profits under clause 4, unless the Partners agree otherwise in writing and state the amount and terms.

The Partnership shall maintain accurate books of account on a basis, and each Partner may inspect them, and take copies, at any reasonable time.

The Partnership's fiscal year ends on . As soon as practicable after the end of each fiscal year, the Partnership shall give each Partner a statement of their share of profits, losses and distributions for tax reporting purposes.

Partnership funds shall be kept in an account in the Partnership's name at , and withdrawals require the signature of .

In the course of the Partnership's business each Partner has access to non-public information about the Partnership, including its books and records under clause 7, financial information, business plans, strategy, pricing, customer and supplier lists, and other commercially sensitive information (the "Confidential Information").

Each Partner shall keep the Confidential Information confidential, use it only for the Partnership's business, and not disclose it to any third party without the other Partners' prior written consent, except to the Partnership's professional advisers who need it and are bound by obligations of confidentiality at least as protective as this clause, or where disclosure is required by law, subpoena or court order, in which case the disclosing Partner shall, where lawful and practicable, notify the other Partners before disclosing it.

Notice of immunity under the U.S. Defend Trade Secrets Act (18 U.S.C. § 1833(b)), where that Act applies and a Partner is an individual: an individual is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit against the Partnership or the other Partners for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding, if any document containing it is filed under seal and it is not disclosed except under court order.

This obligation survives a Partner's withdrawal under clause 11 and the Partnership's dissolution under clause 12, for , and does not apply to information that:

1. was already lawfully known to the Partner, without any duty of confidence, before becoming a Partner;

2. is or becomes public through no act or omission of the Partner;

3. is lawfully received from a third party who is free to disclose it; or

4. was independently developed by the Partner without reference to the Confidential Information.

This is a general partnership, not a limited-liability entity. Each Partner is personally liable, jointly and severally with the Partnership and the other Partners, for the debts and obligations of the Partnership to the extent the law governing this Agreement provides. This Agreement governs the Partners' rights and obligations among themselves; it does not limit a Partner's liability to a third party, which is set by law and cannot be changed by an agreement between the Partners alone.

As between the Partners, a Partner who pays more than their allocated share of a Partnership debt or liability under clause 4 is entitled to contribution from the other Partners for the excess, in proportion to their loss-sharing percentages.

A new partner may be admitted to the Partnership only with the unanimous written consent of all existing Partners, on the Capital Contribution, profit and loss share, and other terms the existing Partners and the new partner agree in writing and record as an amendment to this Agreement.

A new Partner is bound by this Agreement from the date of admission and is not liable for a Partnership obligation incurred before that date, except to the extent of their Capital Contribution, unless the new Partner separately agrees to assume it.

A Partner may withdraw from the Partnership by giving the other Partners at least written notice. A Partner also withdraws on their death, permanent incapacity, or an assignment for the benefit of creditors, bankruptcy or similar event affecting that Partner.

On a Partner's withdrawal, the remaining Partners may elect, by unanimous written consent within of the withdrawal, to continue the Partnership's business and buy out the withdrawing Partner's interest instead of dissolving the Partnership under clause 12.

If the remaining Partners elect to buy out a withdrawing Partner, the buyout price is the withdrawing Partner's capital account balance under clause 3, plus their allocated share of profits and losses through the date of withdrawal, valued as of that date and paid on the following terms: . The withdrawing Partner remains liable for Partnership obligations incurred before withdrawal, and the remaining Partners shall indemnify the withdrawing Partner against Partnership obligations incurred after it.

The Partnership dissolves on the first of the following to occur: the Partners' unanimous written agreement to dissolve; the sale or other disposition of all or substantially all of the Partnership's assets; an event that makes it unlawful for the Partnership to continue its business; or a Partner's withdrawal under clause 11 that the remaining Partners do not elect to continue under that clause.

On dissolution, the Partnership continues only to wind up its affairs. The Partners shall wind up the Partnership's business, collect its assets, and pay or make reasonable provision for its debts and liabilities, including amounts owed to a Partner other than for capital or profits.

After paying or providing for the Partnership's debts and liabilities, the Partnership shall distribute any remaining assets to the Partners in the following order: first, to repay each Partner's positive capital account balance; and second, any remainder in the same proportions as the profit allocation under clause 4. If the Partnership's assets are insufficient to repay a Partner's positive capital account balance in full, the shortfall is shared among the Partners in the same proportions as losses are allocated under clause 4.

Before starting arbitration or litigation, the Partners shall attempt in good faith to resolve a dispute arising out of this Agreement or the Partnership's business through direct discussion for at least . If the dispute is not resolved, the Partners shall .

This Agreement, and the Partnership it forms, are governed by the laws of . The Partners submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Partners about the Partnership and replaces any earlier understanding on that subject. It may only be amended in writing signed by all Partners, except as clause 10 permits for admitting a new Partner.

A Partner may not assign or transfer their interest in the Partnership, in whole or in part, without the unanimous written consent of the other Partners; an assignment made without that consent does not make the assignee a Partner or entitle them to participate in management. If any provision of this Agreement is held unenforceable, the rest continues in force, and a failure to enforce a provision is not a waiver of it.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.