GENERAL PARTNERSHIP AGREEMENT

OF

STATE OF GOVERNING LAW: west-virginia, United States
EFFECTIVE DATE:

THIS GENERAL PARTNERSHIP AGREEMENT (the "Agreement") is entered into and made effective as of , by and between:

, residing at ("Partner 1"); and
, residing at ("Partner 2")
(collectively referred to as the "Partners" and individually as a "Partner").

RECITALS

WHEREAS, the Partners desire to form a general partnership under the laws of the State of west-virginia for the purpose of conducting lawful commercial business operations, establishing their respective capital contributions, ownership shares, management responsibilities, and profit-and-loss distributions.

NOW, THEREFORE, in consideration of the mutual covenants, representations, and agreements set forth herein, the Partners agree as follows:

ARTICLE 1. FORMATION, NAME & BUSINESS PURPOSE

1.1 Formation: The Partners hereby form a general partnership pursuant to the Uniform Partnership Act (or Revised Uniform Partnership Act) of the State of west-virginia. 1.2 Partnership Name: The business of the Partnership shall be conducted under the official legal name . 1.3 Principal Office: The principal place of business and executive office of the Partnership shall be located at , or at such other address as the Partners may mutually determine. 1.4 Business Purpose: The character and scope of business to be conducted by the Partnership is: , and any other lawful commercial activities reasonably related thereto. 1.5 Term: The Partnership commences on the Effective Date and shall continue in full force and effect until dissolved and terminated in accordance with the terms of this Agreement or by operation of law.

ARTICLE 2. CAPITAL CONTRIBUTIONS & OWNERSHIP

2.1 Initial Capital Contributions: Upon execution of this Agreement, each Partner shall contribute the initial capital set forth below:

: Initial Contribution: | Ownership Interest:
: Initial Contribution: | Ownership Interest: 2.2 Capital Accounts: An individual Capital Account shall be maintained for each Partner. Each Partner's Capital Account shall be credited with their cash and property contributions, plus their allocated share of Partnership profits, and debited with their distributions and allocated share of Partnership losses. 2.3 Additional Capital Calls: No Partner shall be required to make any additional capital contribution to the Partnership unless approved by of the Partners.

ARTICLE 3. PROFIT, LOSS & FINANCIAL DISTRIBUTIONS

3.1 Allocation of Profits and Losses: Net profits and net losses of the Partnership shall be determined on an accrual (or cash) accounting basis in accordance with generally accepted accounting principles (GAAP). Profits and losses shall be allocated among the Partners: . 3.2 Distributions & Partner Draws: Cash distributions of Partnership funds shall be made to the Partners at such times and in such amounts as the Partners shall mutually agree, subject to maintaining adequate cash reserves for operating expenses, working capital, and debt obligations. 3.3 Tax Classification: The Partnership shall be treated as a partnership for federal and state income tax purposes pursuant to Subchapter K of the Internal Revenue Code. The Partners shall designate a Partnership Representative pursuant to IRC Section 6223.

ARTICLE 4. MANAGEMENT, VOTING & PARTNER RESPONSIBILITIES

4.1 Management Authority: Except as otherwise provided herein, the management structure of the Partnership shall be . Each Partner shall participate actively in the conduct of Partnership operations and devote reasonable time, attention, and effort to promoting Partnership interests. 4.2 Major Decisions & Voting: Day-to-day ordinary business decisions may be executed by any Partner in the ordinary course of business. However, the following Major Decisions shall require :

(a) Incurring indebtedness or borrowing funds exceeding $10,000 on behalf of the Partnership;
(b) Executing commercial leases, mortgages, or real estate contracts;
(c) Admitting any new Partner or transferring an ownership interest;
(d) Commencing, settling, or compromising any legal litigation or arbitration claim;
(e) Selling, transferring, or pledging all or substantially all Partnership assets;
(f) Amending or modifying this Agreement. 4.3 Banking & Checks: All Partnership funds shall be deposited in a designated commercial bank account in the name of . Checks and electronic transfers exceeding $5,000 shall require the signatures or written approval of both Partners.

ARTICLE 5. PARTNER WITHDRAWAL, BUYOUT & EXIT

5.1 Voluntary Withdrawal: Any Partner may voluntarily withdraw from the Partnership by serving to the other Partner. 5.2 Right of First Refusal (ROFR): No Partner may sell, assign, pledge, or transfer their Partnership interest to a third party without first offering such interest to the remaining Partner at fair market value on identical terms. 5.3 Buyout Valuation Formula: Upon the withdrawal, retirement, permanent disability, or death of a Partner, the remaining Partner shall have the primary option to purchase the departing Partner's interest. The purchase price shall equal the fair market value of the departing Partner's Capital Account and interest, determined by mutual agreement or by a qualified independent appraiser mutually selected by the parties. 5.4 Payment Terms: Unless otherwise agreed, the buyout purchase price shall be payable: twenty percent (20%) down at closing within sixty (60) days of valuation, with the remaining balance amortized in equal monthly installments over three (3) years bearing statutory interest.

ARTICLE 6. DISPUTE RESOLUTION

6.1 Resolution Framework: In the event of any controversy, claim, or deadlock arising out of or relating to this Agreement or the Partnership business, the Partners agree to utilize: . 6.2 Confidentiality: All negotiations, mediation statements, and arbitration proceedings conducted under this Article shall remain strictly confidential.

ARTICLE 7. DISSOLUTION & LIQUIDATION

7.1 Events of Dissolution: The Partnership shall dissolve upon:

(a) The unanimous written agreement of all Partners;
(b) The expiration of the term, if any;
(c) The withdrawal, death, or bankruptcy of a Partner where the remaining Partner elects not to exercise the buyout option;
(d) A decree of judicial dissolution or operation of law. 7.2 Order of Liquidation: Upon dissolution, Partnership affairs shall be promptly wound up. Partnership assets shall be applied and distributed in the following strict order of priority:
1. Payment of all debts, obligations, and liabilities owed to third-party creditors;
1. Payment of debts and advances owed to Partners other than for capital and profits;
1. Repayment of positive Capital Account balances to Partners;
1. Remaining net assets distributed to the Partners in proportion to their profit-sharing percentages.

ARTICLE 8. GENERAL PROVISIONS

8.1 Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of west-virginia, without regard to its conflict of law principles. 8.2 Amendments: No modification, variation, or amendment of this Agreement shall be valid or binding unless executed in writing and signed by all Partners. 8.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the validity of the remaining provisions, which shall remain in full force and effect. 8.4 Entire Agreement: This Agreement constitutes the complete and exclusive understanding between the Partners regarding the subject matter hereof and supersedes all prior verbal or written understandings.

SIGNATURES & EXECUTION

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

PARTNER 1:

Date: ________________________________

PARTNER 2: