PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between the parties identified in Schedule A attached hereto (individually a "Partner" and collectively the "Partners").

RECITALS

WHEREAS, the Partners wish to associate themselves as partners in business;

WHEREAS, the Partners desire to define their rights and obligations with respect to each other and to the partnership; and

WHEREAS, the Partners desire to enter into this Agreement to set forth their respective rights and obligations with regard to the operation and management of the partnership and the sharing of profits and losses.

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

ARTICLE 1: BASIC INFORMATION

1.1 Partnership Name

The Partners hereby form a partnership under the name of [PARTNERSHIP NAME] (the "Partnership"), which may be amended pursuant to the terms of this Agreement.

1.2 Partnership Type

The Partnership shall be organized as a [PARTNERSHIP TYPE] under the laws of the state of [STATE]. The Partners understand and acknowledge the legal implications of this partnership type, including but not limited to liability exposure, tax treatment, and regulatory requirements.

1.3 Business Purpose

The purpose of the Partnership shall be to engage in [DESCRIPTION OF BUSINESS ACTIVITIES], and to conduct any and all lawful business activities related or incidental thereto as the Partners may from time to time determine. The Partnership shall not engage in any other business without the unanimous written consent of all Partners.

1.4 Principal Place of Business

The principal place of business of the Partnership shall be located at [ADDRESS], or such other location as the Partners may from time to time designate by written agreement. The Partnership may maintain additional offices at other locations as the Partners may deem advisable.

1.5 Term of Partnership

The Partnership shall commence on the Effective Date and shall continue perpetually unless earlier terminated in accordance with the provisions of this Agreement or by operation of law. Alternatively, the Partnership shall terminate on [END DATE] unless extended by unanimous written agreement of all Partners.

ARTICLE 2: PARTNER INFORMATION

2.1 Partner Names and Contact Information

The names, addresses, phone numbers, email addresses, and other contact information of all Partners are set forth in Schedule A attached hereto and incorporated herein by reference. Each Partner shall promptly notify the Partnership of any change in such Partner's contact information.

2.2 Partner Classifications

The Partners shall be classified as set forth in Schedule A. The rights, duties, and obligations of each Partner shall be determined by their classification as follows:

(a) General Partners: General Partners shall have full management rights and authority to act on behalf of the Partnership within the scope of this Agreement. General Partners shall have unlimited personal liability for the debts and obligations of the Partnership.

(b) Limited Partners: Limited Partners shall have limited liability to the extent of their capital contributions to the Partnership. Limited Partners shall not participate in the management or control of the Partnership business, and shall have no authority to act for or bind the Partnership.

(c) Managing Partners: Managing Partners shall have primary responsibility for the day-to-day operations of the Partnership as specified in this Agreement or as otherwise determined by the Partners.

(d) Silent Partners: Silent Partners shall contribute capital to the Partnership but shall not participate in the management or operations of the Partnership business.

ARTICLE 3: CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions

Each Partner shall make an initial capital contribution to the Partnership in the amount and form (cash, property, services, or other assets) set forth in Schedule B attached hereto. The agreed value of all non-cash contributions shall be set forth in Schedule B and has been determined by mutual agreement of the Partners. Title to any property contributed to the Partnership shall be transferred to and vested in the Partnership without further action.

3.2 Capital Accounts

The Partnership shall maintain a separate capital account for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and the following provisions:

(a) Each Partner's capital account shall be increased by: (i) The amount of money contributed by such Partner to the Partnership; (ii) The fair market value of property contributed by such Partner to the Partnership (net of liabilities secured by such property that the Partnership is considered to assume or take subject to); (iii) Allocations to such Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax; and (iv) The amount of Partnership liabilities assumed by such Partner.

(b) Each Partner's capital account shall be decreased by: (i) The amount of money distributed to such Partner by the Partnership; (ii) The fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such property that such Partner is considered to assume or take subject to); (iii) Allocations to such Partner of expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to capital account; and (iv) Allocations to such Partner of Partnership loss and deduction (or items thereof).

(c) The Partnership shall provide each Partner with an annual statement of their capital account balance within ninety (90) days after the end of each fiscal year.

3.3 Additional Capital Contributions

If the Partners determine by [VOTING THRESHOLD] vote that additional capital contributions are necessary or appropriate for the conduct of the Partnership's business, they shall give written notice to all Partners of the total amount of additional capital required, each Partner's proportionate share of such amount, the purpose for which the capital is sought, and the date by which such contributions must be made.

(a) Mandatory Contributions: If designated as mandatory in the written notice, each Partner shall contribute their proportionate share of the additional capital by the specified date.

(b) Optional Contributions: If designated as optional in the written notice, Partners may elect whether to make the requested additional capital contribution.

(c) Failure to Contribute: If any Partner fails to make a mandatory additional capital contribution when due: (i) The non-defaulting Partners may, but are not obligated to, contribute the defaulting Partner's share in proportion to their respective partnership interests or in such other proportions as they may agree; (ii) The defaulting Partner's partnership interest may be diluted in accordance with the formula set forth in Schedule C; (iii) The defaulting Partner may be subject to the penalties set forth in Schedule C, which may include, without limitation, forced sale of the defaulting Partner's interest, subordination of the defaulting Partner's right to distributions, or imposition of a penalty interest rate on the amount of the required contribution; and/or (iv) The Partnership may borrow the amount of the required contribution from a third party or from non-defaulting Partners at commercially reasonable terms, and the defaulting Partner shall be obligated to repay such amount plus interest at a rate equal to the greater of [INTEREST RATE]% per annum or the maximum rate permitted by applicable law.

3.4 Interest on Capital Contributions

No Partner shall be entitled to receive interest on their capital contributions except as expressly provided in this Agreement. The Partnership [SHALL/SHALL NOT] pay interest at the rate of [INTEREST RATE]% per annum on capital contributions, which shall be treated as an expense of the Partnership and shall be paid before the calculation of profits and losses.

3.5 Return of Capital Contributions

Except as expressly provided in this Agreement, no Partner shall have the right to withdraw or reduce their capital contribution or to receive any distributions from the Partnership. Upon dissolution of the Partnership or liquidation of a Partner's interest in the Partnership, each Partner shall look solely to the assets of the Partnership for return of their capital contributions, and if the Partnership's property remaining after payment or discharge of the debts and liabilities of the Partnership is insufficient to return the capital contributions of the Partners, no Partner shall have recourse against any other Partner except as specifically provided in this Agreement.

ARTICLE 4: PROFIT AND LOSS ALLOCATION

4.1 Profit Distribution Formula

The net profits of the Partnership shall be divided among the Partners in the following manner:

(a) [PROFIT DISTRIBUTION FORMULA - e.g., "in proportion to their respective partnership interests as set forth in Schedule A" or "as follows: Partner A: X%, Partner B: Y%, Partner C: Z%"]

(b) For purposes of this Agreement, "net profits" shall mean the Partnership's gross income less the costs and expenses of the Partnership's business, determined in accordance with generally accepted accounting principles consistently applied.

(c) The allocation of profits set forth in this Section 4.1 may be modified by unanimous written agreement of all Partners.

4.2 Loss Allocation

The net losses of the Partnership shall be allocated among the Partners as follows:

(a) [LOSS ALLOCATION FORMULA - e.g., "in the same proportion as profits are allocated pursuant to Section 4.1" or "as follows: Partner A: X%, Partner B: Y%, Partner C: Z%"]

(b) Notwithstanding the foregoing, losses allocated to any Partner shall not exceed the maximum amount of losses that can be allocated without causing such Partner to have a negative capital account balance at the end of any fiscal year in excess of any amount such Partner is obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c).

4.3 Distribution Schedule

Distributions of available cash from operations shall be made to the Partners according to the following schedule:

(a) The Partnership shall distribute [PERCENTAGE]% of available cash from operations [FREQUENCY - e.g., "monthly," "quarterly," "annually"] within [NUMBER] days after the end of each [PERIOD].

(b) "Available cash from operations" shall mean all cash funds derived from operations of the Partnership (including interest received on reserves), without reduction for any non-cash charges, but less cash funds used to: (i) Pay current operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital improvements, and replacements as determined by the [MANAGING PARTNERS/PARTNERS] by [VOTING THRESHOLD] vote; and (ii) Satisfy any current or anticipated Partnership obligations.

(c) Notwithstanding the foregoing, no distribution shall be made if, after giving effect to the distribution, the Partnership would not be able to pay its debts as they become due in the ordinary course of business or the Partnership's total assets would be less than the sum of its total liabilities.

4.4 Guaranteed Payments

The Partnership shall make the following guaranteed payments to Partners, regardless of Partnership profitability:

(a) [PARTNER NAME] shall receive a guaranteed payment of $[AMOUNT] per [PERIOD] for services rendered to the Partnership.

(b) [PARTNER NAME] shall receive a guaranteed payment of $[AMOUNT] per [PERIOD] for the use of capital.

(c) Guaranteed payments shall be treated as an expense of the Partnership and shall be paid before the calculation of profits and losses.

(d) Guaranteed payments shall be paid [FREQUENCY] on the [DAY] of each [PERIOD].

(e) The Partnership shall withhold from guaranteed payments all amounts required to be withheld by applicable law.

4.5 Reinvestment Provisions

The Partners shall determine by [VOTING THRESHOLD] vote whether to reinvest profits back into the Partnership or to distribute such profits to the Partners. The Partners acknowledge that the Partnership may need to retain profits for working capital, expansion, or other business purposes.

(a) The Partners shall establish a reinvestment reserve account into which [PERCENTAGE]% of annual net profits shall be deposited before any distributions are made to Partners.

(b) When the reinvestment reserve account reaches $[AMOUNT], additional profits may be distributed to Partners unless the Partners determine by [VOTING THRESHOLD] vote to increase the reserve amount.

(c) The Partners may, by [VOTING THRESHOLD] vote, determine to use funds from the reinvestment reserve account for specific business purposes, including but not limited to expansion, equipment purchases, debt reduction, or other capital expenditures.

ARTICLE 5: MANAGEMENT AND VOTING

5.1 Management Structure

The Partnership shall be managed as follows:

(a) General Management: The business and affairs of the Partnership shall be managed by [ALL PARTNERS EQUALLY/DESIGNATED MANAGING PARTNERS]. The [MANAGING ENTITY] shall devote such time and attention to the Partnership business as is necessary and appropriate to manage the affairs of the Partnership properly.

(b) Managing Partners: If applicable, the following Partners are designated as Managing Partners with primary responsibility for day-to-day operations: [NAMES OF MANAGING PARTNERS].

(c) Management Responsibilities: The [MANAGING ENTITY] shall have authority to make all decisions with respect to the management and operation of the Partnership's business, except for matters requiring Partner approval as specified in this Agreement.

(d) Delegation of Authority: The [MANAGING ENTITY] may delegate authority to officers, employees, agents, or independent contractors of the Partnership as deemed appropriate.

5.2 Voting Rights

Each Partner shall have voting rights as follows:

(a) Each Partner shall have [EQUAL VOTING RIGHTS/VOTING RIGHTS PROPORTIONAL TO PARTNERSHIP INTEREST/SPECIFIED VOTING RIGHTS AS FOLLOWS: (list)].

(b) For Partners with proportional voting rights, the percentage shall be calculated based on [CAPITAL CONTRIBUTION/PROFIT SHARING PERCENTAGE/OTHER BASIS] as set forth in Schedule A.

(c) Voting rights shall be adjusted [AUTOMATICALLY/BY FORMAL AMENDMENT TO THIS AGREEMENT] upon any change in partnership interests.

5.3 Decision-Making Process

Partnership decisions shall be made as follows:

(a) Routine Business Decisions: Decisions concerning the day-to-day operations of the Partnership within the ordinary course of business may be made by [THE MANAGING PARTNERS/ANY PARTNER] without formal vote.

(b) Major Decisions: The following decisions shall require approval by Partners holding at least [PERCENTAGE]% of the voting rights: (i) Admitting new Partners; (ii) Amending this Agreement; (iii) Selling, leasing, exchanging, or otherwise disposing of all or substantially all of the Partnership's assets; (iv) Merging or consolidating the Partnership with another entity; (v) Changing the nature of the Partnership's business; (vi) Committing the Partnership to any obligation or expenditure exceeding $[AMOUNT]; (vii) Borrowing money on behalf of the Partnership in excess of $[AMOUNT]; (viii) Confessing a judgment against the Partnership; (ix) Assigning Partnership property in trust for creditors or on a Partner's promise to pay the Partnership's debts; (x) Submitting a Partnership claim or liability to arbitration or reference; (xi) Filing for bankruptcy or similar relief; and (xii) [OTHER MAJOR DECISIONS].

(c) Unanimous Decisions: The following decisions shall require unanimous approval of all Partners: (i) Dissolution of the Partnership; (ii) Expulsion of a Partner; (iii) Amendment of provisions requiring unanimous consent; and (iv) [OTHER UNANIMOUS DECISIONS].

5.4 Meeting Requirements

Partner meetings shall be conducted according to the following requirements:

(a) Regular Meetings: The Partners shall hold regular meetings [MONTHLY/QUARTERLY/ANNUALLY] at the principal place of business of the Partnership or at such other time and place as determined by [MANAGING PARTNERS/MAJORITY VOTE].

(b) Special Meetings: Special meetings may be called by any Partner by providing written notice to all other Partners at least [NUMBER] business days in advance, stating the purpose of the meeting.

(c) Notice Requirements: Written notice of regular meetings shall be given to all Partners at least [NUMBER] days in advance, stating the date, time, place, and agenda of the meeting.

(d) Quorum: A quorum for any meeting shall consist of Partners holding at least [PERCENTAGE]% of the voting rights. No business may be conducted at any meeting without a quorum present.

(e) Remote Participation: Partners may participate in meetings in person, by telephone, or by video conference, provided that all Partners can hear and communicate with each other simultaneously.

(f) Written Consent: Any action required or permitted to be taken at a meeting may be taken without a meeting if all Partners entitled to vote consent in writing. Such written consent shall have the same force and effect as a unanimous vote at a meeting.

(g) Minutes: Minutes of all meetings shall be recorded and maintained in the Partnership's records. Copies of minutes shall be distributed to all Partners within [NUMBER] days after each meeting.

5.5 Dispute Resolution Mechanism

In the event of a dispute or deadlock among the Partners regarding the management or operation of the Partnership, the following dispute resolution mechanism shall apply:

(a) Good Faith Negotiation: The Partners shall first attempt in good faith to resolve any dispute through direct negotiation between or among themselves for a period of at least [NUMBER] days.

(b) Mediation: If the dispute cannot be resolved through direct negotiation, the Partners shall submit the dispute to mediation under the rules of [MEDIATION ORGANIZATION] before a mediator mutually agreed upon by the Partners. The costs of mediation shall be shared equally by the Partners involved in the dispute.

(c) Binding Decision Mechanism: If mediation fails to resolve the dispute within [NUMBER] days after the appointment of a mediator, the dispute shall be resolved by: (i) Referral to a previously designated neutral third party for a binding decision; (ii) Submission to binding arbitration pursuant to Section 15.2 of this Agreement; or (iii) Implementation of a buy-sell procedure as described in Section 8.5 of this Agreement.

(d) Continued Operation: During any dispute resolution process, the Partners shall continue to operate the Partnership in the ordinary course of business to the extent possible.

ARTICLE 6: PARTNER DUTIES AND RESPONSIBILITIES

6.1 Partner Roles and Responsibilities

Each Partner shall have the following specific duties, roles, and areas of responsibility in the Partnership's business operations:

(a) [PARTNER NAME] shall be responsible for [SPECIFIC RESPONSIBILITIES].

(b) [PARTNER NAME] shall be responsible for [SPECIFIC RESPONSIBILITIES].

(c) [PARTNER NAME] shall be responsible for [SPECIFIC RESPONSIBILITIES].

(d) The Partners may, by [VOTING THRESHOLD] vote, modify the allocation of responsibilities set forth in this Section 6.1.

(e) Each Partner shall perform their duties and responsibilities in a diligent, professional, and competent manner, applying such Partner's knowledge, skill, and expertise for the benefit of the Partnership.

6.2 Time Commitment

The Partners shall devote time to the Partnership business as follows:

(a) [PARTNER NAME] shall devote [FULL-TIME/PART-TIME/SPECIFIC HOURS PER WEEK] to Partnership business.

(b) [PARTNER NAME] shall devote [FULL-TIME/PART-TIME/SPECIFIC HOURS PER WEEK] to Partnership business.

(c) [PARTNER NAME] shall devote [FULL-TIME/PART-TIME/SPECIFIC HOURS PER WEEK] to Partnership business.

(d) For purposes of this Agreement, "full-time" shall mean a minimum of [NUMBER] hours per week, and "part-time" shall mean a minimum of [NUMBER] hours per week.

(e) Each Partner shall be entitled to [NUMBER] weeks of vacation per year, to be scheduled in a manner that does not interfere with the operations of the Partnership.

6.3 Fiduciary Duties

Each Partner owes the following fiduciary duties to the Partnership and to the other Partners:

(a) Duty of Loyalty: Each Partner shall act in the best interest of the Partnership and shall not engage in self-dealing, usurp Partnership opportunities, compete with the Partnership, or otherwise act in a manner that conflicts with the Partnership's interests.

(b) Duty of Care: Each Partner shall act with the care, skill, prudence, and diligence that a reasonably prudent person would exercise in similar circumstances.

(c) Duty of Good Faith and Fair Dealing: Each Partner shall act with honesty, fairness, and good faith in all dealings relating to the Partnership and the other Partners.

(d) Duty of Disclosure: Each Partner shall disclose to the other Partners all information known to such Partner that is material to the Partnership's business or that could affect the Partnership or the other Partners.

(e) Duty of Obedience: Each Partner shall comply with this Agreement, applicable laws, and legitimate Partnership decisions.

(f) These fiduciary duties shall continue throughout the term of the Partnership and, with respect to confidential information and trade secrets, shall survive the termination of the Partnership or a Partner's withdrawal from the Partnership.

6.4 Authority Limitations

The authority of individual Partners to bind the Partnership shall be limited as follows:

(a) No Partner shall, without prior [UNANIMOUS/MAJORITY] written approval of the other Partners: (i) Borrow or lend money on behalf of the Partnership in excess of $[AMOUNT]; (ii) Make, execute, or deliver any assignment for the benefit of creditors, or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or bill of sale of the property of the Partnership; (iii) Mortgage, sell, or lease any Partnership real property or interest therein; (iv) Enter into any contract or obligation on behalf of the Partnership involving liability in excess of $[AMOUNT]; (v) Confess a judgment against the Partnership; (vi) Settle any claim against the Partnership in excess of $[AMOUNT]; (vii) Acquire or dispose of any assets outside the ordinary course of business; (viii) Assign, transfer, pledge, compromise, or release any Partnership claim except for full payment; (ix) Submit a Partnership claim or liability to arbitration or reference; or (x) Take any other action that would significantly affect the business or financial condition of the Partnership.

(b) Any action taken in violation of this Section 6.4 shall not bind the Partnership unless subsequently ratified by the required approval of the Partners.

6.5 Expense Reimbursement

Partners shall be reimbursed for Partnership expenses as follows:

(a) Each Partner shall be entitled to reimbursement for all reasonable and necessary expenses incurred on behalf of the Partnership, provided that: (i) The expense was incurred for a legitimate Partnership purpose; (ii) The expense is supported by adequate documentation, including receipts for all expenses exceeding $[AMOUNT]; (iii) The expense was not incurred in violation of this Agreement; and (iv) For any expense exceeding $[AMOUNT], prior approval was obtained from [MANAGING PARTNER/MAJORITY OF PARTNERS] unless the expense was incurred in an emergency situation to protect the Partnership's interests.

(b) Requests for reimbursement shall be submitted to the [MANAGING PARTNER/PARTNERSHIP ACCOUNTANT] within [NUMBER] days after the expense is incurred, using the expense report form adopted by the Partnership.

(c) Approved reimbursements shall be paid within [NUMBER] days after submission of a properly documented request.

(d) The Partnership shall not reimburse Partners for: (i) Expenses of a personal nature; (ii) Expenses that are lavish or extravagant under the circumstances; (iii) Expenses that are not properly documented; or (iv) Expenses that are not ordinary and necessary business expenses under applicable tax laws.

ARTICLE 7: ADMISSION AND WITHDRAWAL

7.1 New Partner Admission Process

New partners may be admitted to the Partnership as follows:

(a) Proposal: Any existing Partner may propose the admission of a new partner by submitting a written proposal to all Partners, including the proposed partner's qualifications, proposed capital contribution, and proposed partnership interest.

(b) Approval: Admission of a new partner shall require the [UNANIMOUS/SUPERMAJORITY ([PERCENTAGE]%)/MAJORITY] approval of the existing Partners.

(c) Capital Contribution: A new partner shall make a capital contribution to the Partnership in an amount determined by the existing Partners, but not less than $[AMOUNT] unless otherwise agreed by [UNANIMOUS/SUPERMAJORITY] vote of the existing Partners.

(d) Partnership Interest: The partnership interest granted to a new partner shall be determined by the existing Partners and may result in a proportionate dilution of the existing Partners' interests or may be transferred from existing Partners as agreed among them.

(e) Effective Date: The admission of a new partner shall be effective on the date specified in the approval resolution, or if no date is specified, on the date the new partner executes a counterpart of this Agreement and makes the required capital contribution.

(f) Amendment: Upon admission of a new partner, this Agreement and all schedules hereto shall be amended to reflect the new partner's information and partnership interest.

7.2 Voluntary Withdrawal Process

A Partner may voluntarily withdraw from the Partnership as follows:

(a) Notice: A Partner desiring to withdraw shall provide written notice to all other Partners at least [NUMBER] days prior to the effective date of withdrawal.

(b) Negotiated Withdrawal: Following receipt of a withdrawal notice, the Partners shall negotiate in good faith to determine the terms of the withdrawal, including the valuation of the withdrawing Partner's interest and payment terms.

(c) Valuation: If the Partners cannot agree on the value of the withdrawing Partner's interest within [NUMBER] days after receipt of the withdrawal notice, the value shall be determined in accordance with the valuation procedure set forth in Section 7.4.

(d) Continuing Liability: A withdrawing Partner shall remain liable for all Partnership obligations incurred prior to the effective date of withdrawal, but shall not be liable for Partnership obligations incurred thereafter, except as otherwise provided by applicable law.

(e) Restrictive Covenants: The withdrawing Partner shall continue to be bound by the restrictive covenants set forth in Article 12 for a period of [NUMBER] years following withdrawal.

(f) Return of Property: The withdrawing Partner shall promptly return all Partnership property, including but not limited to equipment, documents, and electronic data, in such Partner's possession or control.

7.3 Involuntary Removal

A Partner may be involuntarily removed from the Partnership under the following circumstances and procedures:

(a) Grounds for Removal: A Partner may be removed for: (i) Material breach of this Agreement that remains uncured for [NUMBER] days after written notice; (ii) Fraud, theft, or embezzlement against the Partnership or any Partner; (iii) Willful misconduct or gross negligence resulting in material harm to the Partnership; (iv) Conviction of a felony or any crime involving moral turpitude; (v) Inability to perform Partnership duties for a period exceeding [NUMBER] consecutive days or [NUMBER] days in any [NUMBER]-month period; (vi) Bankruptcy, insolvency, or assignment for the benefit of creditors; (vii) Abandonment of the Partnership, defined as failure to participate in Partnership business for [NUMBER] consecutive days without consent of the other Partners; (viii) Loss of professional license or certification necessary for the Partnership's business; or (ix) [OTHER GROUNDS FOR REMOVAL].

(b) Removal Procedure: (i) Any Partner may initiate removal proceedings by providing written notice to all Partners, specifying in detail the grounds for removal; (ii) The Partner subject to removal shall have [NUMBER] days to respond in writing; (iii) A meeting of all Partners shall be held within [NUMBER] days after the response period expires; (iv) At the meeting, the Partner subject to removal shall have a reasonable opportunity to present a defense; (v) Removal shall require a [UNANIMOUS/SUPERMAJORITY ([PERCENTAGE]%)] vote of all Partners other than the Partner subject to removal; and (vi) If removal is approved, it shall be effective immediately or at such later date as specified in the removal resolution.

(c) Effect of Removal: A removed Partner shall be deemed to have transferred their partnership interest to the Partnership or remaining Partners as of the effective date of removal and shall be entitled to receive the "Removal Price" for such interest, calculated in accordance with Section 7.4 and Schedule D.

(d) Continuing Liability: A removed Partner shall remain liable for all Partnership obligations incurred prior to the effective date of removal, but shall not be liable for Partnership obligations incurred thereafter, except as otherwise provided by applicable law.

7.4 Buyout Terms

Upon withdrawal, removal, death, disability, or other event requiring the purchase of a Partner's interest, the following buyout terms shall apply:

(a) Valuation Method: The value of the departing Partner's interest (the "Buyout Price") shall be determined as follows: (i) By mutual agreement of the departing Partner (or their legal representative) and the remaining Partners; or (ii) If no agreement is reached within [NUMBER] days, by an independent appraiser selected by mutual agreement of the parties; or (iii) If the parties cannot agree on an appraiser, each party shall select an appraiser, and the two appraisers shall select a third appraiser, with the Buyout Price being the average of the three appraisals; or (iv) According to the formula set forth in Schedule D attached hereto.

(b) Adjustments to Buyout Price: (i) In the case of voluntary withdrawal with proper notice, the Buyout Price shall be [PERCENTAGE]% of the value determined under subsection (a). (ii) In the case of voluntary withdrawal without proper notice, the Buyout Price shall be [PERCENTAGE]% of the value determined under subsection (a). (iii) In the case of involuntary removal for cause, the Buyout Price shall be [PERCENTAGE]% of the value determined under subsection (a). (iv) In the case of death or disability, the Buyout Price shall be [PERCENTAGE]% of the value determined under subsection (a).

(c) Payment Terms: (i) The Buyout Price shall be paid as follows: [PERCENTAGE]% as a down payment within [NUMBER] days after determination of the Buyout Price, with the balance paid in [NUMBER] equal [MONTHLY/QUARTERLY/ANNUAL] installments, plus interest at the rate of [PERCENTAGE]% per annum on the unpaid balance. (ii) The Partnership may prepay all or any portion of the Buyout Price at any time without penalty. (iii) The obligation to pay the Buyout Price shall be evidenced by a promissory note executed by the Partnership and, if required by the departing Partner, personally guaranteed by the remaining Partners. (iv) The note shall be secured by a security interest in the Partnership assets if the Buyout Price exceeds $[AMOUNT].

(d) Set-offs: The Partnership may set off against the Buyout Price any amounts owed by the departing Partner to the Partnership, including but not limited to unpaid loans, unrepaid draws, or damages caused by the departing Partner's breach of this Agreement.

7.5 Death or Incapacity Provisions

In the event of a Partner's death or incapacity, the following provisions shall apply:

(a) Definition of Incapacity: For purposes of this Agreement, a Partner shall be deemed incapacitated if: (i) A court of competent jurisdiction has declared the Partner incompetent or incapable of managing their person or property; (ii) Two licensed physicians have certified in writing that the Partner is incapable of managing their financial affairs; or (iii) The Partner is unable to perform their duties under this Agreement for a period of [NUMBER] consecutive days or [NUMBER] days in any [NUMBER]-month period due to mental or physical illness or injury.

(b) Continuation of Partnership: The death or incapacity of a Partner shall not dissolve the Partnership, which shall continue among the surviving or remaining Partners.

(c) Succession Rights: (i) Upon a Partner's death, their partnership interest may pass to their designated successor(s) as specified in Schedule E, subject to the approval of the remaining Partners, which approval shall not be unreasonably withheld. (ii) If the designated successor(s) do not wish to become Partners or are not approved by the remaining Partners, the deceased Partner's interest shall be purchased in accordance with Section 7.4. (iii) Upon a Partner's incapacity, their legal representative shall have the rights of a transferee of the Partner's interest but shall not become a Partner without the approval of the remaining Partners.

(d) Insurance Funding: The Partnership [SHALL/MAY] maintain life and/or disability insurance on each Partner to fund, in whole or in part, the purchase of a deceased or incapacitated Partner's interest. The terms of such insurance policies and their application to the buyout obligation are set forth in Schedule F.

(e) Temporary Management: In the event of a Partner's temporary incapacity not rising to the level defined in subsection (a), the remaining Partners shall manage the Partnership business and affairs until such Partner recovers or is determined to be permanently incapacitated.

7.6 Retirement Provisions

A Partner may retire from the Partnership subject to the following provisions:

(a) Retirement Notice: A Partner intending to retire shall provide written notice to all other Partners at least [NUMBER] months prior to the intended retirement date.

(b) Retirement Age: A Partner shall be eligible for retirement benefits under this Agreement upon reaching the age of [AGE] and after having been a Partner for at least [NUMBER] years.

(c) Retirement Benefits: (i) A retiring Partner shall be entitled to receive the value of their partnership interest as determined under Section 7.4. (ii) In addition, a qualifying retiring Partner shall be entitled to receive retirement benefits as set forth in Schedule G, which may include ongoing payments based on Partnership revenues, consulting fees, or other benefits. (iii) Retirement benefits shall be contingent upon the retiring Partner's compliance with the restrictive covenants set forth in Article 12.

(d) Transition Period: A retiring Partner shall cooperate with the Partnership for a transition period of [NUMBER] months to ensure the smooth transfer of client relationships, knowledge, and responsibilities.

(e) Emeritus Status: At the discretion of the remaining Partners, a retiring Partner may be granted emeritus status, entitling them to use the Partnership name on business cards and letterhead, maintain an office at the Partnership premises, and receive administrative support, subject to terms and conditions established by the remaining Partners.

ARTICLE 8: TRANSFER RESTRICTIONS

8.1 Ownership Transfer Restrictions

No Partner shall sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of all or any part of their partnership interest except as expressly permitted by this Agreement:

(a) Permitted Transfers: A Partner may transfer all or part of their partnership interest only: (i) With the prior written consent of [ALL/MAJORITY] of the other Partners, which consent shall not be unreasonably withheld; (ii) To a Permitted Transferee as defined in Section 8.3, subject to the conditions set forth therein; (iii) Pursuant to the right of first refusal procedure set forth in Section 8.2; or (iv) As otherwise expressly permitted by this Agreement.

(b) Prohibited Transfers: Any purported transfer in violation of this Article 8 shall be null and void and of no force or effect.

(c) Conditions to Permitted Transfers: Even if otherwise permitted under this Article 8, no transfer of a partnership interest shall be effective unless: (i) The transferee executes a counterpart of this Agreement and agrees in writing to be bound by all of its terms and conditions; (ii) The transferor and transferee execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (iii) The transferor and transferee provide the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the partnership interest transferred; (iv) The transferor provides a certificate stating that the transfer will not violate any securities laws or other applicable laws; and (v) The transferor and transferee pay, or reimburse the Partnership for, all reasonable costs and expenses incurred by the Partnership in connection with the transfer.

8.2 Right of First Refusal

If a Partner (the "Selling Partner") receives a bona fide written offer from a third party to purchase all or part of the Selling Partner's interest in the Partnership, the following right of first refusal procedure shall apply:

(a) Notice: The Selling Partner shall promptly deliver written notice (the "Transfer Notice") to the Partnership and the other Partners, setting forth: (i) The name and address of the proposed transferee; (ii) The partnership interest proposed to be transferred; (iii) The proposed purchase price and payment terms; and (iv) All other material terms and conditions of the proposed transfer.

(b) Partnership Option: For a period of [NUMBER] days after receipt of the Transfer Notice (the "Partnership Option Period"), the Partnership shall have the option to purchase all (but not less than all) of the partnership interest proposed to be transferred on the same terms and conditions as set forth in the Transfer Notice.

(c) Partner Option: If the Partnership does not exercise its option within the Partnership Option Period, the non-selling Partners shall have the option, for a period of [NUMBER] days after expiration of the Partnership Option Period (the "Partner Option Period"), to purchase all (but not less than all) of the partnership interest proposed to be transferred on the same terms and conditions as set forth in the Transfer Notice. If more than one non-selling Partner exercises this option, each such Partner shall have the right to purchase a portion of the offered interest in proportion to their relative partnership interests or as otherwise agreed among them.

(d) Exercise of Option: The Partnership or any non-selling Partner may exercise its option by delivering written notice to the Selling Partner within the applicable option period.

(e) Closing: If an option is exercised, the closing of the purchase shall take place within [NUMBER] days after the expiration of the applicable option period, at the principal office of the Partnership or at such other time and place as the parties may agree.

(f) Sale to Third Party: If neither the Partnership nor any non-selling Partner exercises its option, the Selling Partner may transfer the partnership interest to the proposed transferee on terms and conditions no more favorable than those set forth in the Transfer Notice, provided that: (i) The transfer is completed within [NUMBER] days after expiration of the Partner Option Period; and (ii) The transferee complies with all conditions to permitted transfers set forth in Section 8.1(c).

(g) New Offer: If the transfer to the proposed transferee is not completed within the time period specified in subsection (f), or if the terms of the proposed transfer change to be more favorable to the transferee, the Selling Partner must again comply with all provisions of this Section 8.2 before transferring any partnership interest.

8.3 Transfer to Family Members

Notwithstanding Section 8.1, but subject to the right of first refusal in Section 8.2, a Partner may transfer all or part of their partnership interest to one or more of the following "Permitted Transferees" without the consent of the other Partners:

(a) The Partner's spouse, children, or grandchildren ("Family Members");

(b) A trust established primarily for the benefit of the Partner and/or Family Members;

(c) A corporation, partnership, or limited liability company in which the Partner and/or Family Members own at least [PERCENTAGE]% of the equity interests and have effective control; or

(d) In the case of a Partner that is an entity, to its equity owners.

Provided, however, that any such transfer shall be subject to the following conditions:

(a) The transferring Partner shall provide at least [NUMBER] days' prior written notice to the Partnership and the other Partners;

(b) The Permitted Transferee shall execute a counterpart of this Agreement and agree in writing to be bound by all of its terms and conditions;

(c) The transferring Partner shall remain jointly and severally liable for all obligations of the Permitted Transferee under this Agreement;

(d) If at any time the Permitted Transferee ceases to qualify as a Permitted Transferee (e.g., due to divorce, death, or change in entity ownership), the partnership interest shall automatically revert to the original transferring Partner without further action; and

(e) The transfer shall not violate any applicable laws or regulations, including securities laws.

ARTICLE 9: DISSOLUTION AND LIQUIDATION

9.1 Dissolution Triggers

The Partnership shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a) The unanimous written agreement of all Partners to dissolve the Partnership;

(b) The vote of Partners holding at least [PERCENTAGE]% of the partnership interests to dissolve the Partnership;

(c) The expiration of the term of the Partnership as set forth in Section 1.5, unless extended by unanimous written agreement of all Partners;

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

(e) The entry of a decree of judicial dissolution under applicable state law;

(f) The withdrawal, expulsion, bankruptcy, or dissolution of any Partner, or the occurrence of any other event that terminates the continued membership of any Partner, unless within [NUMBER] days after such event, the Partnership is continued by the unanimous written consent of all remaining Partners; or

(g) The occurrence of any other event that makes it unlawful or impossible to carry on the Partnership business.

9.2 Winding Up Procedures

Upon dissolution of the Partnership, the Partnership shall immediately commence to wind up its affairs and the following procedures shall apply:

(a) Liquidating Partner(s): The [MANAGING PARTNERS/PARTNERS DESIGNATED BY MAJORITY VOTE/SURVIVING PARTNERS] shall act as liquidating partner(s) (the "Liquidating Partner") and shall proceed diligently and in good faith to wind up the Partnership's affairs and liquidate the Partnership assets.

(b) Authority of Liquidating Partner: The Liquidating Partner shall have full right and authority to: (i) Sell, assign, and encumber any or all Partnership assets and property at public or private sale; (ii) Prosecute and defend lawsuits; (iii) Deliver deeds, bills of sale, or other instruments to evidence the transfer of Partnership assets; (iv) Retain accountants, attorneys, appraisers, and other professionals to assist in the winding up process; (v) Pay or make provision for all Partnership liabilities and obligations; (vi) Establish reserves for contingent or unforeseen liabilities; and (vii) Take all other actions necessary or appropriate to wind up the Partnership affairs.

(c) Accounting: The Liquidating Partner shall prepare or cause to be prepared: (i) A final accounting of all Partnership transactions; (ii) A statement of assets and liabilities; (iii) A statement showing the distribution of assets; and (iv) All tax returns and reports required by law.

(d) Timeframe: The winding up process shall be completed within [NUMBER] months after the dissolution date, unless extended by [UNANIMOUS/MAJORITY] vote of the Partners.

(e) Compensation: The Liquidating Partner shall be entitled to reasonable compensation for services performed in connection with the winding up process.

9.3 Asset Distribution

Upon dissolution and after payment of all debts and liabilities of the Partnership, the remaining assets shall be distributed as follows:

(a) Priority of Distributions: (i) First, to creditors of the Partnership, including Partners who are creditors, in satisfaction of Partnership liabilities and obligations; (ii) Second, to Partners and former Partners in satisfaction of liabilities for distributions previously declared but unpaid; (iii) Third, to Partners for the return of their capital contributions, as reflected in their capital accounts; and (iv) Fourth, to Partners in accordance with their respective positive capital account balances.

(b) In-Kind Distributions: The Liquidating Partner may distribute Partnership property in kind to the Partners with each Partner receiving a pro rata share of each asset, or may distribute different assets to different Partners as the Liquidating Partner deems reasonable, provided that the fair market value of the assets distributed to each Partner (less any liabilities assumed by such Partner) equals the amount to be distributed to such Partner under this Section 9.3.

(c) Deficit Capital Accounts: If any Partner has a deficit balance in their capital account following the distribution of Partnership assets, such Partner shall have no obligation to restore such deficit balance, except as otherwise required by applicable law or expressly provided in this Agreement.

(d) Documentation: Each Partner shall receive appropriate documentation evidencing all distributions made to such Partner.

9.4 Continuation Options

Notwithstanding Section 9.1, the Partnership shall not be dissolved and shall continue in the following circumstances:

(a) Purchase of Departing Partner's Interest: If, within [NUMBER] days after an event that would otherwise cause dissolution under Section 9.1(f), the remaining Partners elect to purchase the departing Partner's interest in accordance with Article 7;

(b) Admission of New Partner: If, within [NUMBER] days after an event that would otherwise cause dissolution under Section 9.1(f), a new Partner is admitted to the Partnership with the consent of the remaining Partners as required by this Agreement;

(c) Reconstitution Agreement: If, within [NUMBER] days after an event that would otherwise cause dissolution under Section 9.1(f), all remaining Partners agree in writing to continue the business of the Partnership; or

(d) Remaining Partners: If, at the time of an event that would otherwise cause dissolution under Section 9.1(f), there are at least [NUMBER] remaining Partners who elect to continue the business of the Partnership.

In any such case, the Partnership shall continue without dissolution, and the interest of any departing Partner shall be purchased, forfeited, or otherwise disposed of in accordance with this Agreement.

ARTICLE 10: FINANCIAL MATTERS

10.1 Fiscal Year

The fiscal year of the Partnership shall be [CALENDAR YEAR/PERIOD FROM (DATE) TO (DATE)] for accounting and tax purposes.

10.2 Banking Arrangements

The Partnership's banking arrangements shall be as follows:

(a) Bank Accounts: The Partnership shall maintain one or more accounts at financial institutions selected by the [MANAGING PARTNERS/PARTNERS BY MAJORITY VOTE]. The name of each account shall be in the Partnership name.

(b) Authorized Signatories: The following individuals shall be authorized signatories on all Partnership bank accounts: (i) [NAME AND POSITION] (ii) [NAME AND POSITION] (iii) [NAME AND POSITION]

(c) Signature Requirements: Checks, withdrawals, and other transfers in amounts less than $[AMOUNT] may be signed by any one authorized signatory. Amounts of $[AMOUNT] or more shall require the signatures of at least [NUMBER] authorized signatories.

(d) Electronic Banking: The Partnership may utilize electronic banking services, including online banking, electronic funds transfers, and remote deposit capture, subject to appropriate security protocols established by the [MANAGING PARTNERS/PARTNERS BY MAJORITY VOTE].

(e) Changes to Banking Arrangements: Any changes to the Partnership's banking arrangements, including opening or closing accounts or changing authorized signatories, shall require approval by [UNANIMOUS/MAJORITY] vote of the Partners.

10.3 Accounting Methods

The Partnership shall maintain its financial records as follows:

(a) Accounting Method: The Partnership shall use the [CASH/ACCRUAL] method of accounting, applied consistently from year to year.

(b) Accounting Standards: The Partnership's books and records shall be maintained in accordance with [GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)/TAX BASIS ACCOUNTING/OTHER STANDARD] consistently applied.

(c) Accounting Software: The Partnership shall use [ACCOUNTING SOFTWARE NAME] or such other accounting software as determined by the [MANAGING PARTNERS/PARTNERS BY MAJORITY VOTE].

(d) Changes in Accounting Methods: Any change in accounting methods or principles shall require approval by [UNANIMOUS/MAJORITY] vote of the Partners and shall be implemented only after consideration of the tax and financial reporting implications of such change.

10.4 Financial Records and Reports

The Partnership shall maintain financial records and provide reports as follows:

(a) Required Records: The Partnership shall maintain at its principal place of business: (i) Complete and accurate books of account; (ii) A current list of the full name and last known address of each Partner; (iii) Copies of the Partnership's federal, state, and local tax returns for the most recent six years; (iv) A copy of this Agreement and any amendments; (v) Financial statements for the most recent six years; (vi) Minutes of Partner meetings; and (vii) Any other records required by applicable law.

(b) Regular Financial Reports: The Partnership shall prepare and distribute to all Partners: (i) Monthly financial statements, including income statement, balance sheet, and cash flow statement, within [NUMBER] days after the end of each month; (ii) Quarterly financial statements, including income statement, balance sheet, cash flow statement, and statement of changes in Partners' capital accounts, within [NUMBER] days after the end of each quarter; and (iii) Annual financial statements, including income statement, balance sheet, cash flow statement, statement of changes in Partners' capital accounts, and footnotes, within [NUMBER] days after the end of each fiscal year.

(c) Annual Tax Information: The Partnership shall prepare and distribute to all Partners, within [NUMBER] days after the end of each fiscal year: (i) Schedule K-1 to IRS Form 1065; (ii) Such other tax information as is necessary for the Partners to prepare their individual tax returns; and (iii) A statement showing the calculation of each Partner's distributive share of Partnership income, gain, loss, deduction, and credit.

(d) Special Reports: The Partnership shall prepare such additional reports as may be reasonably requested by any Partner, provided that the requesting Partner shall bear any extraordinary costs of preparing such reports.

(e) Electronic Delivery: Unless a Partner requests otherwise in writing, all financial reports and tax information may be delivered electronically.

10.5 Tax Matters Partner

The tax matters of the Partnership shall be handled as follows:

(a) Designation: [PARTNER NAME] is hereby designated as the "Tax Matters Partner" or "Partnership Representative" (as applicable under current tax law) for all purposes relevant to the Partnership's tax filings.

(b) Authority and Duties: The Tax Matters Partner shall: (i) Prepare or cause to be prepared all tax returns and reports required to be filed by the Partnership; (ii) Make all elections for federal, state, and local tax purposes as the Tax Matters Partner deems appropriate, after consultation with the Partnership's tax advisors and the other Partners; (iii) Represent the Partnership in all tax audits, investigations, settlements, and judicial proceedings; (iv) Keep all Partners informed of all significant matters that may come to the Tax Matters Partner's attention in their capacity as Tax Matters Partner; (v) Provide all Partners with copies of all written communications with taxing authorities regarding Partnership tax matters; and (vi) Take such other actions as may be required by applicable tax laws and regulations.

(c) Successor Tax Matters Partner: If the Tax Matters Partner ceases to be a Partner or resigns as Tax Matters Partner, a successor Tax Matters Partner shall be selected by [MAJORITY/UNANIMOUS] vote of the Partners.

(d) Tax Elections: The Partnership shall make the following tax elections: (i) To elect the [CALENDAR/FISCAL] year as its taxable year; (ii) To elect the [CASH/ACCRUAL] method of accounting; (iii) If a distribution of Partnership property as described in Section 734 of the Internal Revenue Code occurs, or if a transfer of a partnership interest as described in Section 743 of the Internal Revenue Code occurs, on request by notice from any Partner, to elect, pursuant to Section 754 of the Internal Revenue Code, to adjust the basis of Partnership properties; (iv) [OTHER TAX ELECTIONS]; and (v) Any other election the Tax Matters Partner may deem appropriate and in the best interests of the Partners.

10.6 Audit Rights

Partners shall have the following rights to audit the Partnership's books and records:

(a) Regular Inspection Rights: Each Partner and their designated representatives shall have the right, during regular business hours and upon reasonable notice, to inspect and copy the Partnership's books and records at the Partner's expense.

(b) Formal Audit Rights: Each Partner shall have the right, no more than once per fiscal year and at their own expense, to have the Partnership's books and records audited by an independent certified public accountant of their choosing, provided that: (i) The Partner provides at least [NUMBER] days' written notice to the Partnership and all other Partners; (ii) The audit is conducted during regular business hours and in a manner that does not unreasonably interfere with Partnership operations; (iii) The accountant signs a confidentiality agreement in form and substance reasonably satisfactory to the Partnership; and (iv) The Partner provides a copy of the audit report to the Partnership and all other Partners promptly upon completion.

(c) Partnership Audits: The Partnership shall have its financial statements [REVIEWED/COMPILED/AUDITED] annually by an independent certified public accountant selected by [MANAGING PARTNERS/MAJORITY VOTE OF PARTNERS]. The cost of such [REVIEW/COMPILATION/AUDIT] shall be a Partnership expense.

(d) Special Audits: If any audit or examination reveals any fraud, material misrepresentation, or material error in the Partnership's financial reporting, the Partnership shall promptly engage an independent certified public accountant to conduct a comprehensive audit of the Partnership's books and records, the cost of which shall be a Partnership expense.

ARTICLE 11: RESTRICTIVE COVENANTS

11.1 Non-Compete Provisions

Each Partner agrees to the following non-competition restrictions:

(a) During Partnership: During the term of the Partnership and such Partner's association with the Partnership, no Partner shall, directly or indirectly, engage in any business that competes with the Partnership's business within [GEOGRAPHIC AREA], without the prior written consent of [ALL/MAJORITY OF] the other Partners.

(b) Post-Departure Restriction: For a period of [NUMBER] years after a Partner ceases to be a Partner for any reason, such former Partner shall not, directly or indirectly, whether as owner, investor, partner, consultant, employee, or otherwise: (i) Engage in any business that competes with the Partnership's business as conducted at the time of the Partner's departure within [GEOGRAPHIC AREA]; (ii) Provide services similar to those provided by the Partnership to any person or entity that was a client or customer of the Partnership during the [NUMBER] years preceding the Partner's departure; or (iii) Assist any person or entity in engaging in any business that competes with the Partnership's business within [GEOGRAPHIC AREA].

(c) Exceptions: Notwithstanding the foregoing, a Partner may: (i) Own up to [PERCENTAGE]% of the securities of any publicly-traded company; (ii) Provide services to a diversified company that has a division or subsidiary that competes with the Partnership, provided that the Partner does not provide services to or assist such competing division or subsidiary; and (iii) Engage in activities expressly permitted in writing by [ALL/MAJORITY OF] the other Partners.

(d) Acknowledgment: Each Partner acknowledges that these restrictions are reasonable in scope, duration, and geographic area, and are necessary to protect the legitimate business interests of the Partnership.

11.2 Non-Solicitation Provisions

Each Partner agrees to the following non-solicitation restrictions:

(a) Employees and Contractors: During the term of the Partnership and for [NUMBER] years thereafter, no Partner shall, directly or indirectly, solicit, hire, retain, or encourage to leave the Partnership's service any employee or independent contractor of the Partnership, except with the prior written consent of [ALL/MAJORITY OF] the other Partners.

(b) Customers and Clients: During the term of the Partnership and for [NUMBER] years thereafter, no Partner shall, directly or indirectly, solicit or attempt to solicit any customer or client of the Partnership: (i) With whom the Partner had material contact during their association with the Partnership; (ii) About whom the Partner obtained confidential information during their association with the Partnership; or (iii) Who was a customer or client of the Partnership at any time during the [NUMBER] years preceding the Partner's departure.

(c) Suppliers and Vendors: During the term of the Partnership and for [NUMBER] years thereafter, no Partner shall, directly or indirectly, solicit or attempt to solicit any supplier or vendor of the Partnership for the purpose of causing them to cease or reduce their business with the Partnership or to provide preferential terms to any business competing with the Partnership.

(d) Indirect Solicitation: The prohibitions in this Section 11.2 include indirect solicitation through another person or entity and solicitation through advertising or other communications that are targeted at the Partnership's employees, contractors, customers, clients, suppliers, or vendors, even if not addressed to them by name.

11.3 Confidentiality Obligations

Each Partner shall maintain the confidentiality of Partnership information as follows:

(a) Definition of Confidential Information: "Confidential Information" means all non-public information concerning the Partnership and its business, including but not limited to: (i) Financial information, including costs, prices, profits, and sales figures; (ii) Customer and client lists and information; (iii) Supplier and vendor lists and information; (iv) Business plans, strategies, and forecasts; (v) Marketing and advertising plans and strategies; (vi) Personnel information; (vii) Trade secrets; (viii) Proprietary processes, methods, and techniques; (ix) Intellectual property; and (x) Any other information that would reasonably be considered confidential or proprietary.

(b) Exclusions: Confidential Information does not include information that: (i) Is or becomes publicly available through no fault of the receiving Partner; (ii) Was known to the receiving Partner prior to disclosure by the Partnership, as evidenced by written records; (iii) Is independently developed by the receiving Partner without use of or reference to the Confidential Information; or (iv) Is rightfully obtained by the receiving Partner from a third party without restriction on use or disclosure.

(c) Obligations: Each Partner shall: (i) Maintain the strict confidentiality of all Confidential Information; (ii) Use Confidential Information solely for the benefit of the Partnership and only as necessary to perform their duties for the Partnership; (iii) Not disclose Confidential Information to any third party without prior written authorization from [ALL/MAJORITY OF] the other Partners; (iv) Take reasonable precautions to prevent the unauthorized disclosure or use of Confidential Information; and (v) Return or destroy all materials containing Confidential Information upon request or upon termination of their association with the Partnership.

(d) Duration: The confidentiality obligations in this Section 11.3 shall continue during the term of the Partnership and for [NUMBER] years thereafter, except that the obligation to maintain the confidentiality of trade secrets shall continue for as long as such information remains a trade secret under applicable law.

(e) Required Disclosures: If a Partner is required by law, regulation, or legal process to disclose any Confidential Information, such Partner shall, to the extent legally permissible: (i) Promptly notify the Partnership of the requirement; (ii) Cooperate with the Partnership's efforts to obtain a protective order or other appropriate protection for the Confidential Information; and (iii) Limit the disclosure to only that portion of the Confidential Information that is legally required to be disclosed.

11.4 Intellectual Property Rights

The ownership and rights to intellectual property shall be governed as follows:

(a) Partnership-Owned Intellectual Property: All intellectual property created, developed, or acquired by any Partner during the term of the Partnership and relating to the Partnership business (including but not limited to inventions, discoveries, improvements, works of authorship, trademarks, trade secrets, and know-how) shall be owned exclusively by the Partnership, regardless of whether it was created during normal business hours or using Partnership resources.

(b) Assignment: Each Partner hereby irrevocably assigns to the Partnership all right, title, and interest in and to any intellectual property that is required to be Partnership-owned under subsection (a), including all patent, copyright, trademark, and other intellectual property rights.

(c) Assistance: Each Partner shall, during and after their association with the Partnership, execute all documents and take all actions that may be necessary to confirm the Partnership's ownership of such intellectual property, including filing patent, trademark, or copyright applications.

(d) Partner-Retained Intellectual Property: Intellectual property that is: (i) Created by a Partner before joining the Partnership; (ii) Created by a Partner outside the scope of the Partnership business and without using Partnership resources; or (iii) Expressly excluded from this provision by written agreement of all Partners, shall remain the separate property of that Partner.

(e) License to Partnership: Each Partner grants to the Partnership a non-exclusive, royalty-free, perpetual license to use any Partner-retained intellectual property to the extent necessary for the Partnership to conduct its business.

(f) Third-Party Intellectual Property: The Partnership shall respect the intellectual property rights of third parties and shall not knowingly infringe upon such rights.

ARTICLE 12: INSURANCE AND INDEMNIFICATION

12.1 Required Insurance Coverage

The Partnership shall maintain the following insurance coverage:

(a) General Liability Insurance: Commercial general liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury.

(b) Property Insurance: Property insurance covering all Partnership assets against loss or damage by fire, theft, vandalism, and other hazards, with replacement cost coverage and limits sufficient to cover the full replacement value of such assets.

(c) Business Interruption Insurance: Business interruption insurance with limits of not less than $[AMOUNT], covering loss of income and continuing expenses for a period of at least [NUMBER] months.

(d) Professional Liability Insurance: If applicable to the Partnership's business, professional liability (errors and omissions) insurance with limits of not less than $[AMOUNT] per claim and $[AMOUNT] in the aggregate.

(e) Workers' Compensation Insurance: Workers' compensation insurance as required by applicable law.

(f) Automobile Insurance: If the Partnership owns or leases vehicles, automobile liability insurance with limits of not less than $[AMOUNT] combined single limit per accident.

(g) Cyber Liability Insurance: If the Partnership maintains sensitive data electronically, cyber liability insurance with limits of not less than $[AMOUNT].

(h) Other Insurance: Such other insurance as may be required by law or as the Partners may determine to be necessary or appropriate.

(i) Insurance Requirements: (i) All insurance policies shall name the Partnership and each Partner as insureds or additional insureds, as appropriate; (ii) All insurance policies shall be issued by insurers with an A.M. Best rating of at least A-VII; (iii) All insurance policies shall provide that they may not be canceled or materially modified without at least [NUMBER] days' prior written notice to the Partnership; and (iv) The Partnership shall review its insurance coverage annually to ensure that it remains appropriate and sufficient.

12.2 Indemnification Provisions

The Partnership and Partners shall provide indemnification as follows:

(a) Partnership Indemnification of Partners: The Partnership shall indemnify, defend, and hold harmless each Partner from and against any and all losses, claims, demands, costs, damages, liabilities, expenses (including reasonable attorneys' fees and court costs), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative, or investigative ("Claims"), in which the Partner may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Partnership, regardless of whether the Partner continues to be a Partner at the time any such liability or expense is paid or incurred, if: (i) The Partner acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Partnership; (ii) In the case of a criminal proceeding, the Partner had no reasonable cause to believe their conduct was unlawful; and (iii) The Partner's act or omission did not constitute fraud, gross negligence, willful misconduct, or a material breach of this Agreement.

(b) Exclusions from Indemnification: Notwithstanding the foregoing, the Partnership shall not be obligated to indemnify a Partner against Claims: (i) Arising from a Partner's fraud, gross negligence, willful misconduct, or material breach of this Agreement; (ii) Arising from a Partner's actions outside the scope of their authority under this Agreement; (iii) Brought by the Partnership or another Partner against the Partner; or (iv) For which the Partner receives payment under an insurance policy maintained by the Partnership, except for any deductible amounts or amounts exceeding insurance coverage.

(c) Advancement of Expenses: The Partnership shall advance funds to a Partner for legal and other expenses incurred in connection with defending any Claim that may be subject to indemnification, provided that the Partner: (i) Undertakes in writing to repay such advances if it is ultimately determined that they are not entitled to indemnification; and (ii) Provides reasonable security for such undertaking if requested by the Partnership.

(d) Partner Indemnification of Partnership: Each Partner shall indemnify, defend, and hold harmless the Partnership and the other Partners from and against any and all Claims arising from: (i) The Partner's fraud, gross negligence, willful misconduct, or material breach of this Agreement; (ii) The Partner's actions outside the scope of their authority under this Agreement; or (iii) The Partner's tax liabilities that are not the responsibility of the Partnership.

(e) Survival: The indemnification rights and obligations in this Section 12.2 shall survive the termination of this Agreement or the termination of a Partner's association with the Partnership.

(f) Insurance: The indemnification provided in this Section 12.2 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of Partners, insurance policy, or otherwise.

12.3 Key Person Insurance

The Partnership shall maintain key person insurance as follows:

(a) Coverage: The Partnership shall obtain and maintain life insurance policies on the following Partners, in the following amounts: (i) [PARTNER NAME]: $[AMOUNT] (ii) [PARTNER NAME]: $[AMOUNT] (iii) [PARTNER NAME]: $[AMOUNT]

(b) Beneficiary: The Partnership shall be the sole beneficiary of all key person insurance policies.

(c) Use of Proceeds: The proceeds of any key person insurance policy shall be used by the Partnership: (i) First, to purchase the deceased Partner's interest from their estate or heirs in accordance with Article 7; (ii) Second, to recruit and hire a replacement for the deceased Partner, if necessary; and (iii) Third, for general Partnership purposes as determined by the surviving Partners.

(d) Premiums: All premiums for key person insurance policies shall be paid by the Partnership and treated as a Partnership expense.

(e) Policy Ownership and Control: The Partnership shall own all key person insurance policies and shall have the sole right to exercise all ownership rights, including the right to borrow against policy cash values, surrender policies for cash, and change beneficiaries.

(f) Annual Review: The Partners shall review all key person insurance coverage annually to ensure that it remains appropriate and sufficient.

(g) Termination of Coverage: Upon a Partner's withdrawal from the Partnership, the Partnership may, at its option: (i) Continue to maintain the policy on the former Partner; (ii) Transfer ownership of the policy to the former Partner in exchange for payment of its cash surrender value; or (iii) Surrender the policy for its cash value.

ARTICLE 13: DISPUTE RESOLUTION

13.1 Mediation Requirements

In the event of any dispute, claim, question, or disagreement arising out of or relating to this Agreement or the Partnership business, the Partners shall use the following mediation procedure before resorting to arbitration, litigation, or some other dispute resolution procedure:

(a) Good Faith Negotiation: The Partners shall first attempt in good faith to resolve any dispute by negotiation among themselves. Any Partner may initiate negotiation by providing written notice to the other Partners, setting forth the subject of the dispute and the relief requested.

(b) Mandatory Mediation: If the Partners cannot resolve the dispute through negotiation within [NUMBER] days after delivery of the notice, any Partner may require the matter to be submitted to mediation by delivering written notice of such requirement to the other Partners.

(c) Mediator Selection: Within [NUMBER] days after delivery of the mediation notice, the Partners shall mutually select a mediator. If the Partners cannot agree on a mediator,