PARTNERSHIP OPERATING PROCEDURES

ARTICLE I: PARTNERSHIP FORMATION

1.1 Partnership Name and Purpose

This Partnership Operating Procedures Agreement (the "Agreement") is entered into as of [DATE] by and between the undersigned parties (collectively referred to as the "Partners" and individually as a "Partner").

The Partners hereby form a partnership under the name of [PARTNERSHIP NAME] (the "Partnership"). The Partnership is formed for the purpose of [DETAILED DESCRIPTION OF BUSINESS PURPOSE], and to engage in any and all activities necessary, related, or incidental to such purpose. The Partnership's mission is to [DETAILED MISSION STATEMENT]. The scope of the Partnership's operations shall include, but not be limited to, [DETAILED SCOPE OF OPERATIONS].

The Partners intend that the Partnership shall be operated in accordance with the highest standards of professionalism, integrity, and ethical conduct, and shall strive to [SPECIFIC BUSINESS OBJECTIVES].

1.2 Partnership Type

The Partnership shall be organized as a [TYPE OF PARTNERSHIP: GENERAL PARTNERSHIP/LIMITED PARTNERSHIP/LIMITED LIABILITY PARTNERSHIP] under the laws of the State of [STATE]. The Partnership has been or shall be registered with the [APPROPRIATE STATE AGENCY] in accordance with applicable state law, with registration number [REGISTRATION NUMBER] dated [REGISTRATION DATE].

The Partners acknowledge that they have received appropriate legal and tax advice regarding the implications of forming this type of partnership structure and understand their respective rights, obligations, and potential liabilities under applicable law.

1.3 Term of Partnership

The Partnership shall commence on [COMMENCEMENT DATE] and shall continue perpetually unless sooner terminated as provided in this Agreement. Alternatively, the Partnership shall continue until [SPECIFIC END DATE], at which time it shall dissolve unless the Partners unanimously agree in writing to extend the term.

The term may be renewed for additional periods of [RENEWAL PERIOD LENGTH] upon the written agreement of all Partners at least [NUMBER] days prior to the expiration of the then-current term. Any such renewal shall be subject to the same terms and conditions contained herein unless modified by written agreement of all Partners.

1.4 Principal Place of Business

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

The Partnership is authorized to conduct business in the following additional locations: [LIST OF ADDITIONAL BUSINESS LOCATIONS, IF ANY]. The establishment of any additional place of business shall require the approval of [PERCENTAGE]% of the Partnership interests.

ARTICLE II: PARTNER INFORMATION

2.1 Partner Identification

The Partnership shall consist of the following Partners, whose full legal names, contact information, and status within the Partnership are as follows:

1. [PARTNER 1 FULL LEGAL NAME]

   • Address: [COMPLETE ADDRESS]
   • Phone: [PHONE NUMBER]
   • Email: [EMAIL ADDRESS]
   • Status: [GENERAL/LIMITED/MANAGING PARTNER]
   • Percentage Interest: [PERCENTAGE]%

2. [PARTNER 2 FULL LEGAL NAME]

   • Address: [COMPLETE ADDRESS]
   • Phone: [PHONE NUMBER]
   • Email: [EMAIL ADDRESS]
   • Status: [GENERAL/LIMITED/MANAGING PARTNER]
   • Percentage Interest: [PERCENTAGE]%

[ADD ADDITIONAL PARTNERS AS NECESSARY]

Each Partner shall promptly notify the Partnership of any change in the above information. Failure to provide such notification shall not affect the Partner's rights or obligations under this Agreement but may affect the Partnership's ability to provide required notices to such Partner.

2.2 Partner Authority and Roles

2.2.1 General Authority

Each Partner shall have the authority to bind the Partnership in contracts and agreements in the ordinary course of the Partnership's business, except as otherwise provided in this Agreement or as limited by a majority vote of the Partners.

2.2.2 Specific Partner Roles and Responsibilities

The specific roles, responsibilities, and authority of each Partner shall be as follows:

1. [PARTNER 1 FULL LEGAL NAME] shall serve as [TITLE/ROLE] and shall be responsible for:

   • [DETAILED LIST OF RESPONSIBILITIES]
   • [SPECIFIC AUTHORITY LIMITATIONS OR GRANTS]
   • Time commitment: [HOURS PER WEEK/MONTH]

2. [PARTNER 2 FULL LEGAL NAME] shall serve as [TITLE/ROLE] and shall be responsible for:

   • [DETAILED LIST OF RESPONSIBILITIES]
   • [SPECIFIC AUTHORITY LIMITATIONS OR GRANTS]
   • Time commitment: [HOURS PER WEEK/MONTH]

[ADD ADDITIONAL PARTNERS AS NECESSARY]

2.2.3 Limitations on Authority

Notwithstanding the foregoing, no Partner shall have the authority, without the prior written consent of Partners holding at least [PERCENTAGE]% of the Partnership interests, to:

a) Borrow or lend money on behalf of the Partnership in excess of $[AMOUNT]; b) Purchase, sell, lease, or encumber any real property or any personal property valued in excess of $[AMOUNT]; c) Execute any contract or agreement obligating the Partnership to pay or receive an amount in excess of $[AMOUNT]; d) Confess a judgment against the Partnership; e) Compromise any claim of the Partnership; f) Submit a Partnership claim to arbitration; g) Execute any assignment for the benefit of creditors; h) Execute any bond, mortgage, or lease for a term exceeding [TIME PERIOD]; i) Hire or terminate any employee whose annual compensation exceeds $[AMOUNT]; j) Make any capital expenditure in excess of $[AMOUNT]; or k) Take any action that would materially affect the business or financial condition of the Partnership.

ARTICLE III: CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions

3.1.1 Schedule of Initial Contributions

Each Partner shall make the following initial capital contributions to the Partnership:

1. [PARTNER 1 FULL LEGAL NAME] shall contribute:

   • Cash: $[AMOUNT]
   • Property: [DETAILED DESCRIPTION OF PROPERTY], valued at $[AMOUNT]
   • Services: [DETAILED DESCRIPTION OF SERVICES], valued at $[AMOUNT]
   • Total Initial Contribution: $[TOTAL AMOUNT]

2. [PARTNER 2 FULL LEGAL NAME] shall contribute:

   • Cash: $[AMOUNT]
   • Property: [DETAILED DESCRIPTION OF PROPERTY], valued at $[AMOUNT]
   • Services: [DETAILED DESCRIPTION OF SERVICES], valued at $[AMOUNT]
   • Total Initial Contribution: $[TOTAL AMOUNT]

[ADD ADDITIONAL PARTNERS AS NECESSARY]

3.1.2 Timing of Initial Contributions

All cash contributions shall be made by wire transfer or certified check to the Partnership's designated bank account no later than [DATE]. All property contributions shall be transferred to the Partnership with good and marketable title, free and clear of all liens and encumbrances, no later than [DATE]. All service contributions shall commence on [DATE] and continue as specified in Section 2.2.2.

3.1.3 Valuation of Non-Cash Contributions

The value assigned to all non-cash contributions has been agreed upon by all Partners. In the event of a dispute regarding the valuation of any non-cash contribution, the Partners shall engage an independent appraiser, mutually agreed upon by all Partners, whose determination shall be final and binding. The cost of such appraisal shall be borne by the Partnership.

3.2 Additional Capital Contributions

3.2.1 Procedure for Requesting Additional Contributions

If at any time the Partnership requires additional capital, as determined by a [MAJORITY/SUPERMAJORITY/UNANIMOUS] vote of the Partners, the Partnership shall deliver written notice to each Partner specifying:

a) The total amount of additional capital required; b) Each Partner's proportionate share of such amount based on their respective Partnership interests; c) The purpose for which the additional capital is required; d) The date by which such additional capital contribution must be made, which shall not be less than [NUMBER] days from the date of the notice; and e) The method of payment.

3.2.2 Partner Response to Capital Calls

Each Partner shall, within [NUMBER] days of receiving notice of a capital call, provide written notice to the Partnership indicating whether they will make the requested additional capital contribution. Failure to provide such notice shall be deemed a refusal to make the requested contribution.

3.2.3 Consequences of Failure to Make Additional Contributions

If any Partner fails to make an additional capital contribution as requested (a "Non-Contributing Partner"), the other Partners (the "Contributing Partners") may, at their option:

a) Loan the amount of the Non-Contributing Partner's share to the Partnership at an interest rate equal to [INTEREST RATE]% per annum above the prime rate as published in The Wall Street Journal on the date the contribution was due, with such loan to be repaid from distributions that would otherwise be made to the Non-Contributing Partner;

b) Make the additional contribution on behalf of the Non-Contributing Partner, in which case the Contributing Partners shall receive an increase in their respective Partnership interests, and the Non-Contributing Partner shall suffer a corresponding decrease in their Partnership interest, calculated as follows: [DETAILED FORMULA FOR ADJUSTING PARTNERSHIP INTERESTS];

c) Admit new Partners to the Partnership who will contribute the required capital, subject to the provisions of Section 8.1; or

d) Dissolve the Partnership in accordance with Article X.

3.3 Capital Accounts

3.3.1 Maintenance of 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 the Partner to the Partnership; ii. The fair market value of property contributed by the Partner to the Partnership (net of liabilities secured by such property that the Partnership assumes or takes subject to); iii. Allocations to the Partner of Partnership income and gain (including income and gain exempt from tax); and iv. The amount of Partnership liabilities assumed by the Partner.

b) Each Partner's capital account shall be decreased by: i. The amount of money distributed to the Partner by the Partnership; ii. The fair market value of property distributed to the Partner by the Partnership (net of liabilities secured by such property that the Partner assumes or takes subject to); iii. Allocations to the Partner of Partnership expenditures not deductible in computing Partnership taxable income and not properly chargeable to capital account; and iv. The amount of the Partner's individual liabilities that are assumed by the Partnership.

3.3.2 Capital Account Adjustments

Capital accounts shall be adjusted no less frequently than annually and upon the occurrence of any of the following events:

a) The contribution of capital to the Partnership by any Partner; b) The distribution of cash or other property by the Partnership to any Partner; c) The allocation of profit or loss to the Partners at the end of each fiscal year; d) The sale or other disposition of a substantial portion of the Partnership's assets; e) The liquidation of the Partnership; or f) As otherwise required by Treasury Regulations.

3.3.3 Transfer of Capital Accounts

Upon the transfer of all or any part of a Partnership interest as permitted by this Agreement, the capital account (or portion thereof) of the transferor that is attributable to the transferred interest shall carry over to the transferee.

3.3.4 Compliance with Treasury Regulations

The provisions of this Section 3.3 are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. The Partners shall amend this Section as necessary to comply with such regulations.

ARTICLE IV: PROFIT AND LOSS ALLOCATION

4.1 Profit Distribution Formula

4.1.1 General Profit Distribution

Except as otherwise provided in this Agreement, profits of the Partnership shall be distributed to the Partners as follows:

a) [OPTION 1: EQUAL SHARES] In equal shares, regardless of capital contributions or Partnership interests;

b) [OPTION 2: PROPORTIONAL TO CAPITAL CONTRIBUTION] In proportion to each Partner's capital contribution percentage as set forth in Section 3.1;

c) [OPTION 3: CUSTOM FORMULA] According to the following formula: i. [PARTNER 1 FULL LEGAL NAME]: [PERCENTAGE]% ii. [PARTNER 2 FULL LEGAL NAME]: [PERCENTAGE]% [ADD ADDITIONAL PARTNERS AS NECESSARY]

4.1.2 Special Allocations

Notwithstanding Section 4.1.1, the following special allocations shall be made in the following order:

a) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership minimum gain, as determined under Treasury Regulations Section 1.704-2(g).

b) Partner Minimum Gain Chargeback. If there is a net decrease in Partner nonrecourse debt minimum gain during any fiscal year, each Partner who has a share of such minimum gain shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partner nonrecourse debt minimum gain, as determined under Treasury Regulations Section 1.704-2(i)(4).

c) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in such Partner's capital account as quickly as possible.

4.1.3 Curative Allocations

The allocations set forth in Section 4.1.2 (the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury Regulations. The Partners intend that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction. Therefore, notwithstanding any other provision of this Article IV (other than the Regulatory Allocations), the Partnership shall make such offsetting special allocations of Partnership income, gain, loss, or deduction in whatever manner the Partners determine appropriate so that, after such offsetting allocations are made, each Partner's capital account balance is, to the extent possible, equal to the capital account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement.

4.2 Loss Allocation

4.2.1 General Loss Allocation

Except as otherwise provided in this Agreement, losses of the Partnership shall be allocated to the Partners in the same manner as profits are allocated pursuant to Section 4.1.1.

4.2.2 Limitation on Loss Allocation

Notwithstanding Section 4.2.1, losses allocated to any Partner shall not exceed the maximum amount of losses that can be allocated without causing or increasing a deficit balance in such Partner's capital account. Any losses that cannot be allocated to a Partner because of this limitation shall be allocated to the other Partners in proportion to their respective positive capital account balances.

4.2.3 Recapture of Losses

If any Partner receives an allocation of losses that is limited by Section 4.2.2, such Partner shall be allocated income and gain in subsequent years until the cumulative amount of such income and gain allocations equals the cumulative amount of losses that were not allocated to such Partner due to the limitation.

4.3 Draws and Distributions

4.3.1 Regular Distributions

The Partnership shall make distributions of available cash to the Partners at such times and in such amounts as determined by a [MAJORITY/SUPERMAJORITY/UNANIMOUS] vote of the Partners, but no less frequently than [FREQUENCY: MONTHLY/QUARTERLY/ANNUALLY]. Available cash shall be defined as cash on hand less:

a) All current operating expenses; b) All current debt service; c) Reasonable reserves for future expenses, debt service, capital improvements, and contingencies as determined by the Partners; and d) Any amounts required to maintain minimum working capital requirements established by the Partners.

4.3.2 Partner Draws

Each Partner may receive periodic draws against anticipated distributions according to the following terms:

a) Maximum draw amounts per [MONTH/QUARTER] shall be: i. [PARTNER 1 FULL LEGAL NAME]: $[AMOUNT] ii. [PARTNER 2 FULL LEGAL NAME]: $[AMOUNT] [ADD ADDITIONAL PARTNERS AS NECESSARY]

b) Draws shall be paid on the [DAY] of each [MONTH/QUARTER], subject to available cash as determined by the [MANAGING PARTNER/PARTNERSHIP ACCOUNTANT].

c) All draws shall be treated as advances against future distributions and shall be deducted from the Partner's share of distributions when calculated.

d) If a Partner's draws for any fiscal year exceed the Partner's share of distributions for that year, the excess amount shall be: i. Repaid to the Partnership within [NUMBER] days after the end of the fiscal year; ii. Deducted from the Partner's future draws over the next [NUMBER] [MONTHS/QUARTERS]; or iii. Treated as an additional capital contribution by the Partner, at the option of the [MAJORITY/ALL] Partners.

4.3.3 Distribution Approval Process

Distributions other than regular distributions described in Section 4.3.1 and draws described in Section 4.3.2 shall require the following approval process:

a) Any Partner may propose a special distribution by providing written notice to all Partners, specifying the proposed amount, timing, and rationale for the distribution.

b) The Partners shall meet within [NUMBER] days of such notice to consider the proposed distribution.

c) Approval of any special distribution shall require the affirmative vote of Partners holding at least [PERCENTAGE]% of the Partnership interests.

d) 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

4.4.1 Entitlement to Guaranteed Payments

The following Partners shall be entitled to receive guaranteed payments regardless of Partnership profitability:

1. [PARTNER 1 FULL LEGAL NAME] shall receive $[AMOUNT] per [MONTH/QUARTER/YEAR] for services rendered in the capacity of [ROLE/POSITION].

2. [PARTNER 2 FULL LEGAL NAME] shall receive $[AMOUNT] per [MONTH/QUARTER/YEAR] for services rendered in the capacity of [ROLE/POSITION].

[ADD ADDITIONAL PARTNERS AS NECESSARY]

4.4.2 Payment Schedule

Guaranteed payments shall be paid on the [DAY] of each [MONTH/QUARTER] and shall take priority over Partner draws and other distributions.

4.4.3 Tax Treatment

All guaranteed payments shall be treated as ordinary income to the receiving Partner and as a deductible expense to the Partnership for income tax purposes, in accordance with Section 707(c) of the Internal Revenue Code.

4.4.4 Adjustment of Guaranteed Payments

The amount of guaranteed payments may be adjusted annually by a [MAJORITY/SUPERMAJORITY/UNANIMOUS] vote of the Partners. Any such adjustment shall be documented in writing and signed by all Partners.

ARTICLE V: MANAGEMENT AND VOTING

5.1 Management Structure

5.1.1 General Management Authority

The business and affairs of the Partnership shall be managed as follows:

a) [OPTION 1: EQUAL MANAGEMENT] All Partners shall participate equally in the management of the Partnership, with decisions made as set forth in Section 5.2.

b) [OPTION 2: MANAGING PARTNER(S)] The Partnership shall be managed by the following Managing Partner(s): i. [MANAGING PARTNER 1 FULL LEGAL NAME] ii. [MANAGING PARTNER 2 FULL LEGAL NAME] [ADD ADDITIONAL MANAGING PARTNERS AS NECESSARY]

c) [OPTION 3: MANAGEMENT COMMITTEE] The Partnership shall be managed by a Management Committee consisting of the following Partners: i. [COMMITTEE MEMBER 1 FULL LEGAL NAME] ii. [COMMITTEE MEMBER 2 FULL LEGAL NAME] [ADD ADDITIONAL COMMITTEE MEMBERS AS NECESSARY]

5.1.2 Powers and Duties of Managing Partner(s)/Management Committee

The Managing Partner(s)/Management Committee shall have the following powers and duties:

a) Implement the decisions and policies established by the Partners; b) Oversee the day-to-day operations of the Partnership; c) Maintain accurate and complete books and records of the Partnership; d) Prepare and distribute financial reports to all Partners as required by this Agreement; e) Represent the Partnership in dealings with third parties; f) Execute contracts, leases, and other agreements on behalf of the Partnership, subject to the limitations set forth in Section 2.2.3; g) Open and maintain bank accounts and other financial accounts on behalf of the Partnership; h) Hire, supervise, and terminate employees and independent contractors; i) Prepare and file tax returns and other required governmental filings; j) Obtain appropriate insurance coverage for the Partnership; k) Develop and implement business plans and strategies; and l) Take such other actions as are necessary or appropriate to conduct the business of the Partnership in accordance with this Agreement and applicable law.

5.1.3 Term and Removal of Managing Partner(s)/Management Committee

The Managing Partner(s)/Management Committee shall serve for a term of [NUMBER] years, with eligibility for reappointment by a [MAJORITY/SUPERMAJORITY/UNANIMOUS] vote of all Partners.

A Managing Partner or member of the Management Committee may be removed, with or without cause, by a vote of Partners holding at least [PERCENTAGE]% of the Partnership interests, excluding the interest of the Partner being considered for removal. Upon removal, the remaining Partners shall elect a replacement by a [MAJORITY/SUPERMAJORITY/UNANIMOUS] vote.

5.2 Voting Rights and Procedures

5.2.1 Voting Rights

Each Partner shall have voting rights in proportion to their Partnership interest as set forth in Section 2.1, except as otherwise provided in this Agreement.

5.2.2 Voting Thresholds

The following matters shall require the specified voting thresholds:

a) Ordinary Business Decisions (including but not limited to routine operational decisions, expenditures within approved budgets, and implementation of approved business plans) shall require the affirmative vote of Partners holding more than 50% of the Partnership interests.

b) Major Business Decisions (including but not limited to approval of annual budgets, business plans, significant contracts, hiring of key employees, and capital expenditures exceeding $[AMOUNT] but less than $[HIGHER AMOUNT]) shall require the affirmative vote of Partners holding at least [PERCENTAGE]% of the Partnership interests.

c) Extraordinary Decisions (including but not limited to amendment of this Agreement, admission of new Partners, removal of a Partner, dissolution of the Partnership, sale of substantially all Partnership assets, merger or consolidation, change in the nature of the business, capital expenditures exceeding $[HIGHER AMOUNT], and incurrence of debt exceeding $[AMOUNT]) shall require the affirmative vote of Partners holding at least [PERCENTAGE]% of the Partnership interests.

d) Unanimous Decisions (including but not limited to amendment of this Section 5.2.2, changes to profit and loss allocations, and any action that would impose personal liability on any Partner) shall require the unanimous affirmative vote of all Partners.

5.2.3 Voting Procedures

Votes may be cast in person, by proxy, or in writing. Electronic voting (including email, electronic signature platforms, or other secure electronic means) shall be permitted. Each Partner shall have one vote for each percentage point of Partnership interest held.

5.2.4 Proxies

Any Partner may authorize another Partner or third party to vote or execute consents on their behalf by providing a written proxy. To be valid, a proxy must:

a) Be in writing; b) Identify the Partner giving the proxy; c) Identify the person authorized to vote or execute consents; d) Specify the meeting or action to which the proxy applies; and e) Be signed and dated by the Partner giving the proxy.

No proxy shall be valid for more than [NUMBER] months after the date of its execution unless otherwise specified in the proxy. A proxy shall be revocable at will, notwithstanding any agreement to the contrary, unless the proxy is coupled with an interest.

5.3 Meeting Requirements

5.3.1 Regular Meetings

The Partners shall hold regular meetings [FREQUENCY: MONTHLY/QUARTERLY/ANNUALLY] at the principal place of business of the Partnership or such other location as determined by the [MANAGING PARTNER(S)/MANAGEMENT COMMITTEE/PARTNERS]. Regular meetings shall be held on the [DAY] of each [MONTH/QUARTER/YEAR] at [TIME], or at such other time as determined by the [MANAGING PARTNER(S)/MANAGEMENT COMMITTEE/PARTNERS].

5.3.2 Special Meetings

Special meetings of the Partners may be called by any [MANAGING PARTNER/PARTNER] or by Partners holding at least [PERCENTAGE]% of the Partnership interests. The person(s) calling the special meeting shall provide notice as required by Section 5.3.3 and shall specify the purpose of the meeting.

5.3.3 Notice of Meetings

Written notice of regular meetings shall be given to each Partner at least [NUMBER] days prior to the meeting. Written notice of special meetings shall be given to each Partner at least [NUMBER] days prior to the meeting, except in case of emergency, when at least [SHORTER NUMBER] hours' notice shall be given.

All notices shall state the date, time, place, and purpose of the meeting and shall be delivered personally, by mail, by overnight courier, by facsimile, or by electronic mail to each Partner at their address as shown in the Partnership records.

5.3.4 Waiver of Notice

Any Partner may waive notice of any meeting in writing, signed by the Partner entitled to notice, whether before or after the meeting. A Partner's attendance at a meeting shall constitute a waiver of notice, except when the Partner attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

5.3.5 Quorum Requirements

A quorum for the transaction of business at any meeting shall consist of Partners holding at least [PERCENTAGE]% of the Partnership interests. If a quorum is not present, the meeting shall be adjourned to a specified date, time, and place, with notice given to all Partners in accordance with Section 5.3.3.

5.3.6 Conduct of Meetings

Meetings shall be presided over by [THE MANAGING PARTNER/A PARTNER ELECTED AS CHAIRPERSON/OTHER DESIGNATED PERSON]. The presiding person shall appoint a Partner or other person to act as secretary of the meeting and to record the minutes.

5.3.7 Remote Participation

Partners may participate in any meeting through the use of any means of communication by which all Partners participating can hear each other simultaneously during the meeting. A Partner participating in a meeting by this means is deemed to be present in person at the meeting.

5.3.8 Action Without Meeting

Any action required or permitted to be taken at a meeting of Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Partners entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote at a meeting. Electronic signatures shall be permitted.

5.3.9 Minutes and Records

The Partnership shall maintain written minutes of all meetings, which shall include:

a) The date, time, and place of the meeting; b) The Partners present in person or by proxy; c) All motions, proposals, resolutions, and other matters proposed for consideration; d) The results of all votes taken; and e) A summary of all decisions made.

Minutes shall be prepared within [NUMBER] days after each meeting and distributed to all Partners. Any Partner may object to the accuracy of the minutes within [NUMBER] days after receipt. If no objections are received, the minutes shall be deemed approved. If objections are received, the minutes shall be revised as appropriate and redistributed for approval.

5.4 Decision-Making Authority

5.4.1 Decisions Requiring Unanimous Consent

The following decisions shall require the unanimous consent of all Partners:

a) Amendment of this Agreement, except as otherwise provided herein; b) Admission of a new Partner, except as provided in Section 8.1; c) Expulsion of a Partner, except as provided in Section 8.3; d) Sale, lease, exchange, mortgage, pledge, or other transfer of all or substantially all of the Partnership's assets; e) Merger or consolidation of the Partnership with another entity; f) Conversion of the Partnership to another type of entity; g) Filing for bankruptcy or similar relief; h) Dissolution of the Partnership, except as provided in Article X; i) Change in the nature of the Partnership's business; j) Confession of a judgment against the Partnership; k) Any act that would make it impossible to carry on the ordinary business of the Partnership; l) Any act in contravention of this Agreement; and m) Any other matter specifically designated in this Agreement as requiring unanimous consent.

5.4.2 Decisions Requiring Majority Vote

The following decisions shall require the affirmative vote of Partners holding more than 50% of the Partnership interests:

a) Approval of annual budgets and business plans; b) Approval of capital expenditures exceeding $[AMOUNT] but less than $[HIGHER AMOUNT]; c) Borrowing money on behalf of the Partnership in excess of $[AMOUNT] but less than $[HIGHER AMOUNT]; d) Opening or closing bank accounts; e) Hiring or terminating key employees; f) Entering into contracts involving payments or receipts exceeding $[AMOUNT] but less than $[HIGHER AMOUNT]; g) Initiating or settling litigation involving amounts less than $[AMOUNT]; h) Approval of financial statements; i) Selection of Partnership accountants, attorneys, and other professional advisors; j) Establishment of reserves; k) Distributions other than those specified in Section 4.3; and l) Any other matter not specifically designated in this Agreement as requiring a different voting threshold.

5.4.3 Decisions by Individual Partners or Managing Partners

The following decisions may be made by individual Partners or Managing Partners without a vote of all Partners:

a) Decisions in the ordinary course of business involving expenditures less than $[AMOUNT]; b) Execution of contracts in the ordinary course of business involving payments or receipts less than $[AMOUNT]; c) Day-to-day operational decisions consistent with approved budgets and business plans; d) Emergency decisions necessary to protect Partnership assets or business operations, provided that all Partners are notified as soon as practicable; and e) Any other matter specifically delegated to individual Partners or Managing Partners in this Agreement or by resolution of the Partners.

ARTICLE VI: PARTNER CONDUCT

6.1 Fiduciary Duties

6.1.1 Duty of Loyalty

Each Partner owes a duty of loyalty to the Partnership and to the other Partners. This duty includes, but is not limited to, the following obligations:

a) To account to the Partnership for any property, profit, or benefit derived by the Partner in the conduct or winding up of the Partnership business or from the use of Partnership property, including the appropriation of a Partnership opportunity;

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

c) To refrain from competing with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership; and

d) To disclose promptly to the Partnership and the other Partners any actual or potential conflicts of interest.

6.1.2 Duty of Care

Each Partner owes a duty of care to the Partnership and to the other Partners in the conduct and winding up of the Partnership business. This duty requires each Partner to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

6.1.3 Duty of Good Faith and Fair Dealing

Each Partner shall discharge their duties to the Partnership and the other Partners and exercise any rights consistently with the obligation of good faith and fair dealing. The obligation of good faith and fair dealing includes, but is not limited to:

a) Honesty in fact and observance of reasonable commercial standards of fair dealing in the trade;

b) Consideration of the interests of the Partnership and the other Partners in exercising rights under this Agreement; and

c) Refraining from actions intended to harm the Partnership or the other Partners.

6.1.4 Business Judgment Rule

A Partner who makes a business judgment in good faith satisfies the duty of care if the Partner:

a) Is not interested in the subject of the business judgment; b) Is informed with respect to the subject of the business judgment to the extent the Partner reasonably believes to be appropriate under the circumstances; and c) Rationally believes that the business judgment is in the best interests of the Partnership.

6.2 Conflict of Interest Policies

6.2.1 Disclosure Requirements

Each Partner shall promptly disclose to the Partnership and to the other Partners any actual or potential conflict of interest that may arise in connection with the Partnership's business. Such disclosure shall be in writing and shall include:

a) The nature and extent of the Partner's interest in the transaction or arrangement; b) Any material facts known to the Partner regarding the transaction or arrangement; and c) Whether the Partner believes the transaction or arrangement is fair and reasonable to the Partnership.

6.2.2 Procedure for Addressing Conflicts of Interest

Upon disclosure of an actual or potential conflict of interest, the following procedure shall be followed:

a) The disclosing Partner may make a presentation to the other Partners regarding the transaction or arrangement but shall recuse themselves from any vote on the matter.

b) The remaining Partners may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the remaining Partners shall determine whether the Partnership can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the remaining Partners shall determine by a [MAJORITY/SUPERMAJORITY] vote whether the transaction or arrangement is in the Partnership's best interest, for its own benefit, and whether it is fair and reasonable to the Partnership.

6.2.3 Violations of Conflict of Interest Policy

If the Partners have reasonable cause to believe that a Partner has failed to disclose an actual or potential conflict of interest, they shall inform the Partner of the basis for such belief and afford the Partner an opportunity to explain the alleged failure to disclose.

If, after hearing the Partner's response and making such further investigation as may be warranted under the circumstances, the Partners determine that the Partner has failed to disclose an actual or potential conflict of interest, they shall take appropriate disciplinary and corrective action, which may include:

a) Requiring the Partner to divest the conflicting interest; b) Excluding the Partner from participation in discussions and decisions related to the matter; c) Requiring the Partner to account to the Partnership for any profit or benefit received; d) Terminating the transaction or arrangement; e) Imposing sanctions on the Partner, including financial penalties or suspension of certain rights; or f) Initiating proceedings for involuntary removal of the Partner pursuant to Section 8.3.

6.3 Non-Compete Provisions

6.3.1 Covenant Not to Compete During Partnership Term

During the term of the Partnership and for a period of [NUMBER] [MONTHS/YEARS] following a Partner's withdrawal, removal, or the dissolution of the Partnership, no Partner shall, directly or indirectly, either as an owner, partner, shareholder, employee, consultant, or otherwise:

a) Engage in any business that competes with the Partnership within a [NUMBER]-mile radius of any location where the Partnership conducts business;

b) Solicit or attempt to solicit any customer, supplier, or business relation of the Partnership to terminate or modify their relationship with the Partnership;

c) Solicit or attempt to solicit any employee or independent contractor of the Partnership to terminate or modify their relationship with the Partnership; or

d) Use any trade secrets or confidential information of the Partnership for any purpose other than the benefit of the Partnership.

6.3.2 Exceptions to Non-Compete Provisions

The restrictions in Section 6.3.1 shall not apply to:

a) Ownership of less than [PERCENTAGE]% of the outstanding stock of any publicly traded corporation;

b) Activities specifically approved in writing by all Partners;

c) Activities of a Partner who withdraws or is removed for Good Cause (as defined in Section 8.3.1); or

d) Activities following a judicial determination that the restrictions are unenforceable.

6.3.3 Geographic and Temporal Limitations

The Partners acknowledge that the geographic and temporal limitations on the non-compete provisions are reasonable and necessary to protect the legitimate business interests of the Partnership. If any court determines that any provision of this Section 6.3 is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, and such provision shall then be enforceable in its reduced form.

6.3.4 Remedies for Breach

The Partners acknowledge that a breach of the non-compete provisions would cause irreparable harm to the Partnership for which monetary damages would be inadequate. Accordingly, in the event of a breach or threatened breach of the non-compete provisions, the Partnership shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

6.4 Confidentiality Requirements

6.4.1 Definition of Confidential Information

"Confidential Information" means all non-public information concerning the Partnership and its business, including but not limited to:

a) Financial information, including but not limited to financial statements, projections, budgets, pricing information, cost data, and profit margins;

b) Business plans and strategies, including marketing plans, sales strategies, and development plans;

c) Customer and supplier information, including but not limited to identities, contact information, preferences, history, and agreements;

d) Technical information, including but not limited to inventions, know-how, research, processes, methods, formulas, and designs;

e) Personnel information, including but not limited to salaries, skills, abilities, and performance;

f) Trade secrets as defined under applicable law; and

g) Any other information that would reasonably be considered non-public, proprietary, or confidential.

Confidential Information does not include information that:

a) Is or becomes publicly available through no fault of the receiving Partner; b) Is lawfully received by the receiving Partner from a third party without a duty of confidentiality; c) Is independently developed by the receiving Partner without use of or reference to Confidential Information; or d) Is required to be disclosed by law, provided that the disclosing Partner gives prompt notice to the Partnership to allow the Partnership to seek a protective order or other appropriate remedy.

6.4.2 Partner Obligations Regarding Confidential Information

Each Partner shall:

a) Maintain the confidentiality of all Confidential Information and not disclose such information to any third party without the prior written consent of all other Partners;

b) Use Confidential Information solely for the benefit of the Partnership and not for the Partner's personal benefit or the benefit of any third party;

c) Take reasonable precautions to prevent unauthorized disclosure of Confidential Information, including at least the same degree of care that the Partner takes to protect their own confidential information;

d) Not copy or reproduce any Confidential Information except as necessary for Partnership purposes;

e) Promptly notify the other Partners of any unauthorized use or disclosure of Confidential Information; and

f) Return or destroy all materials containing Confidential Information upon the Partnership's request or upon the Partner's withdrawal, removal, or the dissolution of the Partnership.

6.4.3 Duration of Confidentiality Obligations

The confidentiality obligations set forth in this Section 6.4 shall continue during the term of the Partnership and for a period of [NUMBER] [YEARS] following a Partner's withdrawal, removal, or the dissolution of the Partnership.

6.4.4 Remedies for Breach

The Partners acknowledge that a breach of the confidentiality provisions would cause irreparable harm to the Partnership for which monetary damages would be inadequate. Accordingly, in the event of a breach or threatened breach of the confidentiality provisions, the Partnership shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

ARTICLE VII: ADMISSION AND WITHDRAWAL

7.1 Admission of New Partners

7.1.1 Admission Requirements

New Partners may be admitted to the Partnership only upon satisfaction of the following requirements:

a) The proposed new Partner must submit a written application to the Partnership, including: i. Full legal name and contact information; ii. Professional qualifications and experience; iii. Financial information as reasonably requested by the Partnership; iv. Proposed capital contribution; and v. Any other information reasonably requested by the Partnership.

b) The proposed new Partner must be approved by a [UNANIMOUS/SUPERMAJORITY] vote of the existing Partners.

c) The proposed new Partner must execute a counterpart of this Agreement and any other documents reasonably required by the Partnership.

d) The proposed new Partner must make the required capital contribution as determined by the existing Partners.

7.1.2 Capital Contribution of New Partners

The capital contribution required of a new Partner shall be determined by the existing Partners and shall be based on:

a) The current value of the Partnership as determined by the method set forth in Section 9.2; b) The percentage interest to be acquired by the new Partner; and c) Any other factors deemed relevant by the existing Partners.

The capital contribution may be made in cash, property, or services, as approved by the existing Partners.

7.1.3 Adjustment of Partnership Interests

Upon the admission of a new Partner, the Partnership interests of the existing Partners shall be adjusted proportionately to reflect the Partnership interest granted to the new Partner, unless otherwise agreed by all existing Partners.

7.1.4 Effective Date of Admission

The admission of a new Partner shall be effective as of the first day of the month following satisfaction of all admission requirements, unless otherwise agreed by all existing Partners.

7.2 Voluntary Withdrawal

7.2.1 Notice Requirements

A Partner may voluntarily withdraw from the Partnership by providing written notice to all other Partners at least [NUMBER] days prior to the effective date of withdrawal. The notice shall specify the intended effective date of withdrawal and shall be irrevocable unless all other Partners consent to its revocation.

7.2.2 Financial Settlement Upon Voluntary Withdrawal

Upon voluntary withdrawal, the withdrawing Partner shall be entitled to receive the following:

a) The balance in the withdrawing Partner's capital account as of the effective date of withdrawal, adjusted for profits and losses through such date;

b) The withdrawing Partner's share of undistributed profits, if any, as of the effective date of withdrawal;

c) Any guaranteed payments due to the withdrawing Partner through the effective date of withdrawal; and

d) The fair value of the withdrawing Partner's interest in the Partnership, determined in accordance with Section 9.2, less: i. Any damages caused to the Partnership by the withdrawing Partner's withdrawal; ii. Any amounts owed by the withdrawing Partner to the Partnership; and iii. A withdrawal fee equal to [PERCENTAGE]% of the fair value of the withdrawing Partner's interest if the withdrawal occurs before the [NUMBER] anniversary of the Partner's admission to the Partnership.

7.2.3 Payment Terms

The amounts due to a withdrawing Partner shall be paid as follows:

a) [PERCENTAGE]% within [NUMBER] days after the determination of the final amount due;

b) The remaining balance in [NUMBER] equal [MONTHLY/QUARTERLY/ANNUAL] installments, with the first installment due [NUMBER] days after the initial payment; and

c) Interest on the unpaid balance at the rate of [PERCENTAGE]% per annum.

The Partnership may prepay any or all installments without penalty.

7.2.4 Release and Continuing Obligations

Upon completion of the financial settlement, the withdrawing Partner shall execute a release of all claims against the Partnership and the remaining Partners relating to the Partnership, except for claims arising from this Agreement or from fraud or willful misconduct.

Notwithstanding such release, the withdrawing Partner shall remain subject to the non-compete and confidentiality provisions of Sections 6.3 and 6.4 for the periods specified therein.

7.3 Involuntary Removal

7.3.1 Grounds for Involuntary Removal

A Partner may be involuntarily removed from the Partnership for any of the following reasons (each constituting "Good Cause"):

a) Material breach of this Agreement that remains uncured for [NUMBER] days after written notice from the Partnership;

b) Fraud, embezzlement, or other dishonesty in connection with the Partnership's business;

c) Gross negligence or willful misconduct in the performance of Partnership duties;

d) Conviction of a felony or any crime involving moral turpitude;

e) Conduct that brings the Partnership into substantial public disgrace or disrepute;

f) Failure to participate in the business of the Partnership for a period of [NUMBER] consecutive days without the consent of the other Partners, unless due to illness or disability;

g) Bankruptcy, insolvency, or making an assignment for the benefit of creditors;

h) Disability that prevents the Partner from performing their duties for a period of [NUMBER] consecutive months;

i) Death; or

j) Any other act or omission that constitutes Good Cause under applicable law.

7.3.2 Removal Procedure

The involuntary removal of a Partner shall require the following procedure:

a) Any Partner may initiate removal proceedings by providing written notice to all Partners, specifying in detail the grounds for removal.

b) The Partner proposed to be removed shall have [NUMBER] days from receipt of the notice to provide a written response to all Partners.

c) The Partners shall hold a special meeting within [NUMBER] days after the response period to consider the proposed removal. The Partner proposed to be removed shall have the opportunity to be heard at such meeting.

d) Removal shall require the affirmative vote of Partners holding at least [PERCENTAGE]% of the Partnership interests, excluding the interest of the Partner proposed to be removed.

e) If the Partners vote to remove the Partner, the removal shall be effective immediately or at such later date as specified in the removal resolution.

7.3.3 Financial Settlement Upon Involuntary Removal

Upon involuntary removal, the removed Partner shall be entitled to receive the following:

a) If removed for Good Cause: i. The balance in the removed Partner's capital account as of the effective date of removal, adjusted for profits and losses through such date; ii. Any guaranteed payments due to the removed Partner through the effective date of removal; and iii. [PERCENTAGE]% of the fair value of the removed Partner's interest in the Partnership, determined in accordance with Section 9.2, less any amounts owed by the removed Partner to the Partnership.

b) If removed without Good Cause: i. The balance in the removed Partner's capital account as of the effective date of removal, adjusted for profits and losses through such date; ii. Any guaranteed payments due to the removed Partner through the effective date of removal; and iii. The fair value of the removed Partner's interest in the Partnership, determined in accordance with Section 9.2, less any amounts owed by the removed Partner to the Partnership.

7.3.4 Payment Terms

The amounts due to a removed Partner shall be paid as follows:

a) If removed for Good Cause: i. [PERCENTAGE]% within [NUMBER] days after the determination of the final amount due; and ii. The remaining balance in [NUMBER] equal [MONTHLY/QUARTERLY/ANNUAL] installments, with the first installment due [NUMBER] days after the initial payment.

b) If removed without Good Cause: i. [PERCENTAGE]% within [NUMBER] days after the determination of the final amount due; and ii. The remaining balance in [NUMBER] equal [MONTHLY/QUARTERLY/ANNUAL] installments, with the first installment due [NUMBER] days after the initial payment.

Interest shall accrue on the unpaid balance at the rate of [PERCENTAGE]% per annum. The Partnership may prepay any or all installments without penalty.

7.4 Death or Incapacity

7.4.1 Effect of Death

Upon the death of a Partner, the deceased Partner's legal representative shall have the rights of an assignee of the Partner's interest but shall not become a Partner without compliance with Section 7.1. The Partnership shall not dissolve upon the death of a Partner unless otherwise required by applicable law or as provided in Article X.

7.4.2 Effect of Incapacity

If a Partner becomes incapacitated (as defined below), the incapacitated Partner's legal representative shall have the rights of an assignee of the Partner's interest but shall not become a Partner without compliance with Section 7.1. The Partnership shall not dissolve upon the incapacity of a Partner unless otherwise required by applicable law or as provided in Article X.

For purposes of this Agreement, a Partner shall be deemed "incapacitated" if:

a) The Partner has been declared incompetent by a court of competent jurisdiction;

b) Two licensed physicians certify in writing that the Partner is mentally or physically incapable of managing their affairs, and such incapacity is expected to continue for more than [NUMBER] consecutive months; or

c) The Partner is unable to perform their duties under this Agreement for a period of [NUMBER] consecutive months due to mental or physical illness or injury.

7.4.3 Succession Rights

The deceased or incapacitated Partner's interest may be transferred as follows:

a) Designated Successor. If the Partner has designated a successor in a written instrument delivered to the Partnership prior to death or incapacity, the designated successor shall have the right to: i. Become a Partner upon compliance with Section 7.1, including approval by the remaining Partners; or ii. Receive payment for the Partner's interest as provided in Section 7.4.4.

b) Family Member. If no successor has been designated, the deceased or incapacitated Partner's spouse, child, or other family member may: i. Become a Partner upon compliance with Section 7.1, including approval by the remaining Partners; or ii. Receive payment for the Partner's interest as provided in Section 7.4.4.

c) Estate or Legal Representative. If neither (a) nor (b) applies, the deceased or incapacitated Partner's estate or legal representative shall receive payment for the Partner's interest as provided in Section 7.4.4.

7.4.4 Financial Settlement Upon Death or Incapacity

Upon a Partner's death or incapacity, if the successor does not become a Partner, the deceased or incapacitated Partner's estate or legal representative shall be entitled to receive:

a) The balance in the Partner's capital account as of the date of death or incapacity, adjusted for profits and losses through such date;

b) The Partner's share of undistributed profits, if any, as of the date of death or incapacity;

c) Any guaranteed payments due to the Partner through the date of death or incapacity; and

d) The fair value of the Partner's interest in the Partnership, determined in accordance with Section 9.2, less any amounts owed by the Partner to the Partnership.

7.4.5 Payment Terms

The amounts due to a deceased or incapacitated Partner's estate or legal representative shall be paid as follows:

a) [PERCENTAGE]% within [NUMBER] days after the determination of the final amount due;

b) The remaining balance in [NUMBER] equal [MONTHLY/QUARTERLY/ANNUAL] installments, with the first installment due [NUMBER] days after the initial payment; and

c) Interest on the unpaid balance at the rate of [PERCENTAGE]% per annum.

The Partnership may prepay any or all installments without penalty.

7.4.6 Life and Disability Insurance

The Partnership may maintain life and disability insurance on each Partner, with the Partnership as beneficiary, to fund all or part of the purchase price of a deceased or incapacitated Partner's interest. Each Partner agrees to cooperate in obtaining such insurance, including submitting to medical examinations and providing information requested by insurance companies.

ARTICLE VIII: TRANSFER OF PARTNERSHIP INTERESTS

8.1 Transfer Restrictions

8.1.1 General Prohibition on Transfers

Except as expressly permitted by this Agreement, no Partner shall sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of all or any part of their Partnership interest (collectively, a "Transfer") without the prior written consent of all other Partners, which consent may be withheld in their sole discretion.

Any attempted Transfer in violation of this Section 8.1 shall be null and void and shall not bind the Partnership or the other Partners.

8.1.2 Permitted Transfers

Notwithstanding Section 8.1.1, a Partner may Transfer all or part of their Partnership interest without the consent of the other Partners in the following circumstances:

a) Transfer to a trust for the benefit of the Partner or the Partner's spouse, children, or other descendants, provided that the Partner serves as trustee;

b) Transfer to a corporation, partnership, or limited liability company controlled by the Partner, provided that the Partner retains voting control of such entity;

c) Transfer to another Partner; or

d) Transfer pursuant to a right of first refusal under Section 8.1.3.

Any permitted transferee under this Section 8.1.2 shall be subject to all terms and conditions of this Agreement and shall execute a counterpart of this Agreement as a condition of the Transfer.

8.1.3 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, which the Selling Partner desires to accept, the Selling Partner shall first offer to sell such interest to the other Partners as follows:

a) The Selling Partner shall deliver written notice (the "Offer Notice") to the Partnership and the other Partners, setting forth: i. The portion of the Partnership interest proposed to be transferred; ii. The identity of the proposed transferee; iii. The price and terms of the proposed transfer; and iv. A copy of the bona fide offer.

b) For a period of [NUMBER] days after receipt of the Offer Notice (the "Option Period"), the other Partners shall have the option to purchase the offered interest at the price and on the terms stated in the Offer Notice. Such option shall be exercised by delivering written notice to the Selling Partner and the Partnership within the Option Period.

c) If more than one Partner exercises the option, each such Partner shall have the right to purchase a portion of the offered interest in proportion to their relative Partnership interests, unless they otherwise agree.

d) If the other Partners do not exercise their option to purchase the entire offered interest within the Option Period, the Partnership shall have the option to purchase any remaining portion of the offered interest at the price and on the terms stated in the Offer Notice for a period of [NUMBER] days after the expiration of the Option Period.

e) If the other Partners and the Partnership do not exercise their options to purchase the entire offered interest, the Selling Partner may transfer the offered interest to the proposed transferee at the price and on the terms stated in the Offer Notice, provided that: i. The transfer is completed within [NUMBER] days after the expiration of all option periods; ii. The transferee executes a counterpart of this Agreement; and iii. The transferee complies with all requirements for admission as a new Partner under Section 7.1, including approval by the remaining Partners.

f) If the transfer to the proposed transferee is not completed within the [NUMBER]-day period, the offered interest shall again become subject to all restrictions set forth in this Agreement.

8.1.4 Drag-Along Rights

If Partners holding at least [PERCENTAGE]% of the Partnership interests (the "Selling Group") receive a bona fide offer from a third party to purchase all Partnership interests, and the Selling Group desires to accept such offer, the Selling Group may require all other Partners to sell their Partnership interests to the third party on the same terms and conditions, provided that:

a) The Selling Group delivers written notice to all other Partners at least [NUMBER] days prior to the proposed closing date, setting forth the identity of the proposed purchaser, the purchase price, and all other material terms and conditions of the proposed sale;

b) The purchase price allocable to each Partner is based on the distribution provisions of this Agreement as if the Partnership were being liquidated and the assets distributed; and

c) No Partner shall be required to make representations or warranties beyond those concerning their own ownership of their Partnership interest and authority to sell.

8.1.5 Tag-Along Rights

If any Partner or group of Partners (the "Selling Group") proposes to transfer Partnership interests constituting more than [PERCENTAGE]% of all Partnership interests to a third party, each other Partner shall have the right to participate in such transfer on the same terms and conditions, provided that:

a) The Selling Group delivers written notice to all other Partners at least [NUMBER] days prior to the proposed closing date, setting forth the identity of the proposed transferee, the purchase price, and all other material terms and conditions of the proposed transfer;

b) Each other Partner may elect to participate by delivering written notice to the Selling Group within [NUMBER] days after receipt of the Selling Group's notice;

c) Each participating Partner may sell a portion of their Partnership interest equal to: (their total Partnership interest) × (the percentage of the Selling Group's total Partnership interests being sold); and

d) If the proposed transferee is unwilling to purchase all Partnership interests offered by the participating Partners, the Selling Group shall reduce the amount of their interests to be transferred proportionately to accommodate the participating Partners.

8.2 Valuation Method

8.2.1 Agreed Valuation

The Partners shall determine the fair value of the Partnership as a whole (the "Partnership Value") as of December 31 of each year. Such determination shall be made by unanimous agreement of the Partners no later than March 31 of the following year and shall be documented in writing signed by all Partners.

The agreed Partnership Value shall be effective for all purposes under this Agreement until the next agreed valuation, unless the Partners unanimously agree to an interim valuation.

8.2.2 Valuation Formula

If the Partners fail to agree on the Partnership Value as provided in Section 8.2.1, or if an agreed valuation is more than [NUMBER] months old at the time a valuation is required under this Agreement, the Partnership Value shall be determined as follows:

a) [OPTION 1: MULTIPLE OF EARNINGS] The Partnership Value shall be [NUMBER] times the average annual [NET INCOME/EBITDA] of the Partnership for the [NUMBER] full fiscal years immediately preceding the valuation date, plus the value of any assets not used in the ordinary course of business, less all liabilities as of the valuation date.

b) [OPTION 2: BOOK VALUE] The Partnership Value shall be the book value of the Partnership's assets as shown on the Partnership's balance sheet as of the end of the month immediately preceding the valuation date, adjusted to reflect the fair market value of any real property or other significant assets.

c) [OPTION 3: DISCOUNTED CASH FLOW] The Partnership Value shall be the present value of projected future cash flows for the [NUMBER] years following the valuation date, plus a terminal value, using a discount rate of [PERCENTAGE]%.

8.2.3 Independent Appraisal

If the valuation method in Section 8.2.2 is disputed by any Partner, or if the Partners agree that such method does not fairly reflect the Partnership Value, the Partnership Value shall be determined by independent appraisal as follows:

a) The Partnership shall engage a qualified business appraiser mutually acceptable to all Partners. If the Partners cannot agree on an appraiser within [NUMBER] days, each Partner shall designate an appraiser, and those appraisers shall jointly select a third appraiser who shall perform the valuation.

b) The appraiser shall determine the fair market value of the Partnership as a going concern, taking into account all relevant factors, including but not limited to: i. The Partnership's historical and projected financial performance; ii. The market value of comparable businesses; iii. The Partnership's assets and liabilities; iv. The Partnership's goodwill and other intangible assets; and v. General economic and industry conditions.

c) The appraiser shall provide a written report of their findings within [NUMBER] days of engagement.

d) The cost of the appraisal shall be paid by the Partnership.

8.2.4 Determination of Partner's Interest Value

The value of a Partner's interest shall be determined by multiplying the Partnership Value by the Partner's percentage interest in the Partnership, subject to the following adjustments:

a) If the Partner's interest represents a controlling interest (more than 50%), a control premium of [PERCENTAGE]% shall be added.

b) If the Partner's interest represents a minority interest (less than 50%), a minority discount of [PERCENTAGE]% shall be applied.

c) If the Partner's interest is not readily marketable, a discount for lack of marketability of [PERCENTAGE]% shall be applied.

8.3 Buyout Terms

8.3.1 Payment Methods

The purchase price for a Partner's interest under this Agreement shall be paid by one or more of the following methods, as determined by the purchasing Partner(s) or the Partnership:

a) Cash payment at closing;

b) Promissory note payable in equal [MONTHLY/QUARTERLY/ANNUAL] installments over a period not to exceed [NUMBER] years, with interest at the prime rate as published in The Wall Street Journal on the date of closing plus [PERCENTAGE] percentage points; or

c) Combination of cash at closing and promissory note for the balance.

8.3.2 Minimum Cash Payment

Regardless of the payment method selected, a minimum of [PERCENTAGE]% of the purchase price shall be paid in cash at closing, except in the case of a Partner removed for Good Cause, in which case the minimum cash payment shall be [LOWER PERCENTAGE]%.

8.3.3 Promissory Note Terms

Any promissory note used to pay the purchase price shall:

a) Be executed by the purchasing Partner(s) or the Partnership, as applicable;

b) Bear interest at the rate specified in Section 8.3.1(b), with interest payable [MONTHLY/QUARTERLY/ANNUALLY];

c) Provide for equal [MONTHLY/QUARTERLY/ANNUAL] installments of principal and interest, with the first installment due [NUMBER] days after closing;

d) Allow prepayment in whole or in part at any time without penalty;

e) Accelerate upon default, with the entire unpaid balance becoming immediately due and payable if any payment is more than [NUMBER] days late;

f) Provide for recovery of reasonable attorneys' fees and costs in the event of default; and

g) Be secured as provided in Section 8.3.4.

8.3.4 Security for Promissory Note

Any promissory note used to pay the purchase price shall be secured by:

a) A pledge of the Partnership interest being purchased;

b) A personal guarantee of each purchasing Partner, if the Partnership is the purchaser;

c) A security interest in specific Partnership assets, as agreed by the parties; and/or

d) A letter of credit or other security reasonably acceptable to the selling Partner.

8.3.5 Life Insurance Funding

If the purchase of a deceased Partner's interest is funded in whole or in part by life insurance proceeds, such proceeds shall be applied to the purchase price at closing, with any balance paid as provided in this Section 8.3.

8.3.6 Closing Procedures

The closing of any purchase and sale under this Agreement shall take place at the principal office of the Partnership on a date mutually agreeable to the parties, but not later than [NUMBER] days after the determination of the purchase price. At closing:

a) The selling Partner, or their legal representative, shall execute and deliver all documents necessary to transfer the Partnership interest, free and clear of all liens and encumbrances;

b) The purchasing Partner(s) or the Partnership shall deliver the required cash payment and executed promissory note, if applicable;

c) The selling Partner, or their legal representative, shall execute a release of claims against the Partnership and the remaining Partners, except for claims arising from the purchase and sale transaction; and

d) The parties shall execute such other documents as may be reasonably necessary to complete the transaction.

ARTICLE IX: DISSOLUTION AND LIQUIDATION

9.1 Dissolution Events

9.1.1 Events Triggering Dissolution

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

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

b) The expiration of the term of the Partnership as provided in Section 1.3, unless extended by unanimous agreement of the Partners;

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

d) The withdrawal, removal, bankruptcy, insolvency, incapacity, or death of a Partner, unless the remaining Partners elect to continue the Partnership as provided in Section 9.1.2;

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

f) The reduction in the number of Partners to one, unless a new Partner is admitted within [NUMBER] days;

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

h) The occurrence of any other event that requires dissolution under applicable state law.

9.1.2 Continuation After Dissolution Event

Notwithstanding Section 9.1.1(d), upon the withdrawal, removal, bankruptcy, insolvency, incapacity, or death of a Partner, the Partnership shall not be dissolved if, within [NUMBER] days after such event, Partners holding at least [PERCENTAGE]% of the remaining Partnership interests elect in writing to continue the Partnership business. In such case, the Partnership shall continue with the remaining Partners, and the interest of the departed Partner shall be purchased as provided in Article VIII.

9.1.3 Certificate of Dissolution

Upon dissolution, the Partnership shall file a certificate of dissolution or similar document as required by applicable state law.

9.2 Winding Up Procedures

9.2.1 Liquidating Partner

Upon dissolution, the Partnership shall be wound up and liquidated as rapidly as business circumstances permit. The [MANAGING PARTNER(S)/PARTNERS HOLDING A MAJORITY OF PARTNERSHIP INTERESTS] shall serve as the liquidating partner(s) (the "Liquidating Partner"), unless otherwise determined by a majority vote of the Partners.

9.2.2 Powers of Liquidating Partner

The Liquidating Partner shall have full power and authority to:

a) Continue to operate the Partnership business to the extent necessary for orderly liquidation;

b) Sell or otherwise dispose of Partnership assets at public or private sale;

c) Collect all amounts owed to the Partnership;

d) Pay or make provision for all Partnership liabilities and expenses;

e) Engage attorneys, accountants, appraisers, and other professionals to assist in the winding up process;

f) Execute and file all documents required to complete the liquidation and termination of the Partnership;

g) Distribute Partnership assets to the Partners in accordance with Section 9.3; and

h) Take all other actions necessary or appropriate to wind up and liquidate the Partnership.

9.2.3 Compensation of Liquidating Partner

The Liquidating Partner shall be entitled to reasonable compensation for services performed in winding up and liquidating the Partnership, as determined by agreement of the Partners or, failing such agreement, by a court of competent jurisdiction.

9.2.4 Timeline for Winding Up

The Liquidating Partner shall complete the winding up process within [NUMBER] months after the dissolution date, unless extended by agreement of all Partners or by order of a court of competent jurisdiction.

9.2.5 Reporting During Winding Up

The Liquidating Partner shall provide monthly written reports to all Partners regarding the status of the winding up process, including:

a) Actions taken to liquidate Partnership assets; b) Amounts collected and disbursed; c) Remaining assets and liabilities; and d) Estimated timeline for completion.

9.3 Asset Distribution

9.3.1 Order of Distribution

Upon dissolution and liquidation, the assets of the Partnership shall be distributed in the following order:

a) First, to creditors of the Partnership