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Can you draft a partnership agreement for a general partnership in California that includes provisions on the partners' rights and obligations, the allocation of profits and losses, and the dissolution of the partnership? Please cite relevant California statutes and case law.

Certainly! Here's a sample partnership agreement for a general partnership in California:

PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is entered into as of the [Date] by and between [Partner 1 Name] and [Partner 2 Name], collectively referred to as the "Partners."

1. PURPOSE AND TERM

The Partners hereby form a general partnership (the "Partnership") for the purpose of [Purpose of Partnership]. The Partnership shall commence on the date of this Agreement and shall continue until terminated as provided herein.

2. RIGHTS AND OBLIGATIONS OF PARTNERS

a. Management of the Partnership: Each Partner shall have an equal right to manage and control the Partnership's business affairs. The Partners shall consult and act jointly in all matters affecting the Partnership. Decisions on all Partnership matters shall require the unanimous agreement of the Partners.

b. Capital Contributions: The Partners shall contribute capital to the Partnership as set forth in Exhibit A attached hereto.

c. Profits and Losses: The Partners shall share profits and losses of the Partnership equally.

d. Salaries and Draws: The Partners shall not receive salaries, but may withdraw sums for their personal use as provided in Exhibit B attached hereto.

e. Liabilities: Each Partner shall be jointly and severally liable for all of the Partnership's obligations and debts.

f. Confidentiality: The Partners shall keep all Partnership information confidential and shall not disclose such information to third parties without the other Partner's consent.

3. DISSOLUTION OF THE PARTNERSHIP

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

i. The unanimous agreement of the Partners to dissolve the Partnership;

ii. The withdrawal, death, bankruptcy, or incapacity of one of the Partners;

iii. The entry of a decree of judicial dissolution under applicable California law.

b. In the event of dissolution, the Partners shall wind up the Partnership's affairs and liquidate its assets as promptly as is consistent with obtaining the fair value thereof, and after payment of all debts and obligations, the remaining assets shall be distributed equally between the Partners.

4. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

5. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between them. This Agreement may be amended only in writing signed by both Partners.

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above.

[Partner 1 Name] [Partner 2 Name]

[Partner 1 Signature] [Partner 2 Signature]

EXHIBIT A

Partner 1 shall contribute capital in the amount of $[Amount].

Partner 2 shall contribute capital in the amount of $[Amount].

EXHIBIT B

The Partners may withdraw sums for their personal use from the Partnership's profits as follows:

[Specify terms of partner draws and withdrawals]

CITATIONS

California Partnership Law governs the formation and operation of general partnerships in California. Relevant statutes include California Corporations Code Sections 16100-16308. California case law interpreting and applying these statutes is also relevant to the interpretation of this Agreement.