The Uniform Partnership Act (1997) (RUPA) is a far-reaching revision and modernization of the law of partnerships. With RUPA, now adopted in 31 U.S. jurisdictions, many of the accepted conventions for drafting partnership agreements are no longer appropriate, especially when the partners seek the protections afforded by limited liability partnership (LLP) status. This prototype agreement explores how a partnership agreement can be crafted to the new environment. Each section of the prototype agreement is followed by commentary referencing the applicable sections of RUPA and its Official Comments, as well as guidance on alternative approaches for specific circumstances. A selected bibliography provides a starting point for further understanding, and the agreement is supplemented by a number of exhibits. The text of the agreement and exhibits is included on the companion CD-ROM for easy customization. Published by Committee on Partnerships and Unincorporated Business Organizations, ABA Section of Business Law