Law AgreementsPartnership
Partnership Information
Basic information about the partnership being formed.
All partners share equal management rights and liability
Has both general and limited partners with different liability exposure
Partners have limited personal liability for partnership obligations
Describe the primary business activities of the partnership
Principal Place of Business
The main business address where the partnership operates.
Term
Specify the duration of the partnership agreement.
THIS PARTNERSHIP AGREEMENT (the "Agreement") is made and entered into as of ________ day of ________________, ________.
PARTIES(1) , of , Ownership: 50% (a "Partner").
(2) , of , Ownership: 50% (a "Partner").
(collectively the "Partners")
BACKGROUND:
- The Partners wish to form a General Partnership under the laws of the State of .
- The terms and conditions of this Agreement will govern the Partners within the Partnership.
IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
1. FORMATION
By this Agreement, the Partners form a General Partnership (the "Partnership") in accordance with the laws of the State of . The rights and obligations of the Partners will be as stated in the applicable legislation of the State of the state (the "Act") except as otherwise provided in this Agreement.
2. NAME
The name of the Partnership will be .
3. PURPOSE
The purpose of the Partnership is to engage in any lawful business activity for which a partnership may be organized under the Act.
4. PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Partnership will be located at:
or such other place as the Partners may from time to time designate.
5. TERM
The Partnership shall continue until dissolved in accordance with the provisions of this Agreement.
6. CAPITAL CONTRIBUTIONS
The initial capital contributions of the Partners are as follows:
| Partner | Type | Ownership % | Contribution |
|---|---|---|---|
| Cash | 50% | USD0.00 | |
| Cash | 50% | USD0.00 | |
| TOTAL | 100% | USD0.00 |
No borrowing charge or loan interest will be due or payable to any Partner on their Capital Contribution.
7. CAPITAL ACCOUNTS
An individual capital account will be maintained for each Partner. Each Partner's initial capital contribution will be credited to this account. Any additional capital contributions made by any Partner will be credited to that Partner's individual capital account.
No Partner will withdraw any portion of their capital contribution without the express written consent of the remaining Partners.
8. ALLOCATION OF PROFITS AND LOSSES
Net profits and losses of the Partnership, for both accounting and tax purposes, will be allocated to the Partners in equal shares.
9. DISTRIBUTIONS
Distributions of available cash or other assets will be made quarterly in equal shares.
No distribution shall be made if such distribution would violate applicable law or render the Partnership insolvent.
10. DRAWINGS
Partners may make drawings against their anticipated profit share monthly. Any drawings made will be charged against the Partner's share of profits when distributions are made.
11. MANAGEMENT
Management of the Partnership is vested equally in all Partners. Each Partner has the authority to bind the Partnership in contract and to take actions in the ordinary course of business.
12. AUTHORITY AND APPROVALS
Partners may act on behalf of the Partnership in the ordinary course of business, subject to the approval requirements in this Agreement.
13. VOTING
Each Partner will be entitled to one vote on matters submitted to the Partners, regardless of their ownership percentage.
Unless otherwise specified in this Agreement, decisions require a simple majority (more than 50%).
The following decisions require the unanimous consent of all Partners:
- Amendment of this Agreement
- Admission of new Partners
- Dissolution of the Partnership
14. BOOKS AND RECORDS
Accurate and complete books of account of the transactions of the Partnership will be kept in accordance with generally accepted accounting principles (GAAP) using the accrual method of accounting. The books and records will be available for inspection by any Partner upon reasonable notice.
The fiscal year of the Partnership will end on December 31 of each year.
The funds of the Partnership will be placed in such banking accounts as will be designated by the Partners. Partnership funds will not be commingled with personal funds of any Partner.
15. TRANSFER OF PARTNERSHIP INTERESTS
No Partner may sell, assign, transfer, or otherwise dispose of all or any part of their Partnership Interest without compliance with the following provisions:
Right of First Refusal: Before any Partner may transfer their interest to a non-Partner, the other Partners shall have the right of first refusal to purchase such interest on the same terms offered by the proposed transferee. This right must be exercised within 30 days of receiving notice of the proposed transfer.
16. BUY-SELL
Upon the occurrence of death, disability, voluntary withdrawal, the Partners agree to a buy-sell process to transfer the affected Partner's interest.
Valuation will be determined based on fair market value.
17. WITHDRAWAL OF A PARTNER
Any Partner will have the right to voluntarily withdraw from the Partnership by providing 90 days' prior written notice to the remaining Partners.
Buyout Valuation: The value of a withdrawing Partner's interest will be determined based on fair market value as determined by an independent appraiser.
18. DISSOLUTION
The Partnership may be dissolved upon the occurrence of any of the following events:
- Unanimous vote of all Partners
- Bankruptcy or insolvency of the Partnership
- Entry of a judicial decree of dissolution
Voluntary dissolution of the Partnership shall require the unanimous vote of all Partners.
Upon dissolution, the Partnership's assets shall be distributed in the following order: (a) to creditors, including Partners who are creditors; (b) to Partners in satisfaction of any outstanding distributions; and (c) to Partners in accordance with their ownership percentages.
19. INDEMNIFICATION
The Partnership shall indemnify and hold harmless each Partner from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of any act performed or omission made in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred by this Agreement, except for acts or omissions involving intentional misconduct or knowing violation of law.
20. CONFIDENTIALITY
Each Partner agrees to keep confidential and not disclose to any third party any proprietary or confidential information of the Partnership, including but not limited to trade secrets, business plans, financial information, customer lists, and operational methods, except as required by law or with the prior written consent of the other Partners.
21. NOTICES
Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or email.
Notices shall be sent to the Parties at the addresses set forth above, or to such other address as a Party may designate in writing.
22. ASSIGNMENT
No Party may assign this Agreement without the prior written consent of the other Party, and any attempted assignment without consent is void.
23. GOVERNING LAW
This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of .
24. DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on all Parties.
25. AMENDMENTS; WAIVER
This Agreement may be amended only by a written instrument signed by the Parties, which requires the consent of all of the Partners.
No waiver of any breach of this Agreement will be deemed a waiver of any subsequent breach, and no waiver will be effective unless in writing and signed by the waiving Party.
26. TAX MATTERS & DISTRIBUTIONS
The designated tax matters partner is to be determined.
Partnership distributions will be made on a quarterly schedule unless otherwise agreed.
27. COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts, each of which will be deemed an original, and signatures delivered electronically or by PDF will be binding.
28. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations that may have been made by any Partner during the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements have no force or effect in respect to this Agreement. Only the written terms of this Agreement will bind the Parties.
IN WITNESS WHEREOF the Partners have duly affixed their signatures under hand and seal on this ________ day of ________________, ________