Partnership Agreement Creator

Create a Partnership Agreement for the following business partnership:

Partnership Name: {{PARTNERSHIP_NAME}}
Partners: {{PARTNER_NAMES}}
Business Purpose: {{BUSINESS_PURPOSE}}
Capital Contributions: {{CAPITAL_CONTRIBUTIONS}}
Profit/Loss Split: {{PROFIT_SPLIT}}
Management Structure: {{MANAGEMENT_STRUCTURE}}

Draft a detailed partnership agreement including:

1. FORMATION AND PURPOSE
- Partnership name and principal office
- Business purpose and scope
- Term of partnership
- Fiscal year

2. CAPITAL CONTRIBUTIONS
- Initial contributions by each partner
- Additional contribution requirements
- Capital account maintenance
- Interest on capital

3. PROFIT AND LOSS ALLOCATION
- Distribution percentages
- Special allocations
- Guaranteed payments
- Distribution timing and procedures

4. MANAGEMENT AND VOTING
- Management responsibilities
- Voting rights and procedures
- Major decisions requiring unanimity
- Day-to-day operations authority

5. PARTNER DUTIES AND RESTRICTIONS
- Fiduciary duties
- Time and attention requirements
- Non-compete provisions
- Outside business activities
- Conflict of interest policy

6. MEETINGS AND RECORDS
- Meeting requirements
- Notice procedures
- Record keeping
- Financial reporting
- Access to books

7. TRANSFER OF INTEREST
- Restrictions on transfer
- Right of first refusal
- Permitted transfers
- Admission of new partners

8. WITHDRAWAL AND RETIREMENT
- Voluntary withdrawal process
- Buyout terms
- Valuation methods
- Payment terms

9. DISSOLUTION AND WINDING UP
- Dissolution events
- Winding up procedures
- Asset distribution order
- Final accounting

10. DISPUTE RESOLUTION
- Internal resolution process
- Mediation requirements
- Arbitration provisions

11. DEATH OR INCAPACITY
- Buy-sell provisions
- Insurance requirements
- Valuation upon death
- Payment to estate

Include schedules for capital accounts, responsibilities, and approval thresholds.