This is a template partnership agreement for a Delaware limited liability partnership (LLP). Unlike a limited partnership, an LLP has no general partner with unlimited liability and all partners may participate in the management of the partnership. This template includes practical guidance, drafting notes, and alternate and optional clauses. The limited liability partnership is a legal entity type most commonly associated with professional services, such as law and accounting. The terms of an LLP agreement should be specific to the particular partnership, but this template addresses many of the issues commonly encountered by partners forming an LLP. Partners entering into this agreement may take into account other factors not stated in this template as they deem proper to the carrying out of the partnership agreement. Counsel for the partners should review the agreement to ensure that the agreement reflects the appropriate business, economic, risk, and tax allocation matters agreed among the partners. Note that pursuant to the Delaware Revised Uniform Partnership Act (Del. Code Ann. tit. 6, § 15-1001(a) et seq.), an existing Delaware partnership may convert into a limited liability partnership upon compliance with certain statutory requirements, or a new entity can be formed that is an LLP from its initial existence. This template is to establish a limited liability partnership from origination. This template partnership agreement for a Delaware LLP 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 by requiring, 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. Detailed information on the partnership audit rules is also available in the practice note, Partnership Tax Audit Rules. This template should be read in conjunction with Limited Liability Partnerships (DE).