This general partnership agreement template is used to form a California general partnership for a defined business purpose. This agreement should be used only in situations where a general partnership for a limited purpose and defined duration is desired. This template includes practical guidance, drafting notes, and alternate and optional clauses. A general partnership agreement is advisable in most situations between partners contracting at arms-length to ensure the material terms of the partnership are memorialized in writing. Counsel should note that a general partnership is not an incorporated business entity and will not provide the limitations on partner liability available to a limited partnership, LLC, or corporation. There are few statutory restrictions that govern the terms of a general partnership agreement; thus, counsel should modify the terms set forth herein according to the client's needs. The agreement provides for a partnership formed in California with California as governing law. This template has been updated as needed to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation.