This is a template for a limited liability partnership agreement that is used for establishing a limited liability partnership (LLP) under New York Partnership Law (N.Y. P'ship Law § 121-1500, et. seq) for the purpose of practicing law. 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, and optional clauses. An LLP is a business structure available in New York only to certain professionals designated by statute, including lawyers, certified public accountants, and doctors. 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 an LLP. If the purpose of the subject LLP is to practice law, drafting this template must explicitly establish all restrictions as to the activities not sanctioned by the partnership. Parties must also include in this agreement 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 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. This template partnership agreement for a New York LLP includes provisions that respond to the changes in IRS tax audits of partnerships and other entities taxed as partnerships that were enacted 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 Formation Checklist (NY LLP) and Limited Liability Partnerships (NY).