This partnership agreement (CA LLP) template may be used by a limited liability partnership engaged in the practice of law in California. This template contemplates two classes of partners: Capital Partners, who own equity in the LLP, and Income Partners, who do not own equity in the LLP. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. California does not require a written limited liability partnership agreement. However, it is strongly encouraged to outline the terms of the partnerships, including the rights, responsibilities, and obligations the partners have to each other and the partnership in general. While the terms of an LLP agreement should be specific to the particular partnership, this template addresses many of the issues commonly encountered by partners forming a law practice LLP. This template should explicitly establish all restrictions as to the activities not sanctioned by the partnership. Parties should also include the parties' highest fiduciary duty and loyalty owed to each partner. Partners entering into this agreement may take into account other factors not stated in this template as they deem proper for inclusion in the partnership agreement. Counsel should review the agreement to ensure that the agreement reflects the appropriate business, economic, risk, and tax allocation matters agreed among the partners, and counsel should consider enlisting appropriate subject-matter expertise (e.g., tax) in connection with such agreements. This partnership agreement template for a California LLP conducting a law practice and includes provisions that respond to changes to the partnership audit rules that took effect in January 2018 under the Bipartisan Budget Act of 2015. In particular, the agreement requires, to the extent possible, the LLP both to elect out of the new audit rules (when eligible) and to push out the imputed underpayments to the partners of the year that was audited. For further information, see Partnership Tax Audit Rules, Partnership and Other Pass-Through Entities Taxation, and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). This template should be read in conjunction with Limited Liability Partnerships (CA) and Formation Checklist (CA LLP).