Joint Partnership Agreement
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PREPARED FOR
[First Partner Company], [Second Partner Company]
PREPARED BY
[Sender Company]
Joint Partnership Agreement
This Joint Partnership Agreement (hereinafter referred to as the “Agreement”) is entered into effective as on [Effective Date] (hereinafter referred to as the “Effective Date”),
By and Between
[First Partner Company] (hereinafter referred to as the “First Partner”), a corporation organized and existing under the laws of [First Partner Company_Registered State] with its head office located at [First Partner Company Address], and;
[Second Partner Company] (hereinafter referred to as the “Second Partner”), an individual with its address located at or a corporation organized and existing under the laws of [Second Partner Company_Registered State] with its head office located at [Second Partner Company Address].
The First Partner and the Second Partner are collectively referred to as the “Partners,” and individually as the “Partner.”
WHEREAS [First Partner Company] is in the business of [First Partner Company_Business Description];
AND WHEREAS [Second Partner Company] is in the business of [Second Partner Company_Business Description];
AND WHEREAS the Partners desire to establish a Joint Partnership (hereinafter referred to as the “Joint Partnership”) between them in order to collaborate in [Joint Partnership Description].
NOW, THEREFORE, in consideration of the mutual covenants and commitments contained herein, the Partners agree as follows:
TERMS AND CONDITIONS.
1. FORMATION.
The Joint Partnership shall do the business under the name [Joint Partnership Name] (hereinafter referred to as the “Company”) and shall have its principal place of business at [Principal Place of Business].
2. PURPOSE.
The Partners have shown an interest in establishing a Joint Partnership for the purpose of [Purpose of Joint Partnership].
3. TERM.
This Agreement shall commence on the Effective Date and shall continue for an effective period of [Agreement Term in Years] year(s) unless terminated early or extended by mutual written consent between the Partners or by the provisions of this Agreement.
4. CONTRIBUTION.
The total capital of the Joint Partnership shall be [Capital Amount] (hereinafter referred to as the “Capital”), where the First Partner shall contribute [First Partner Capital Contribution] and the Second Partner shall contribute [Second Partner Capital Contribution].
The Capital funds are to be deposited in a special account at [Bank for Capital Deposit] at [Bank Location] upon the signatures of the representatives of the Partners by [Capital Deposit Due Date].
5. MANAGEMENT.
The Joint Partnership shall be managed by [Partnership Manager Name] (hereinafter referred to as the “Partnership Manager”). The Partnership Manager, on behalf of the Joint Partnership, shall have full, exclusive, and absolute right and power to;
(a) Acquire, purchase, improve, and own any property in the best interests of the Company;
(b) Borrow money, issue evidence, refinance, increase the amount, or change the terms for the payment of any obligations of the Partnership and secure such deed of trust or pledge on the Partnership assets;
(c) File applications, communicate, and deal with any government agencies having jurisdiction over the Joint Partnership business.
6. DIVISION OF PROFITS AND LOSSES.
(a) The net profits earned by the Joint Partnership, calculated at the end of each fiscal year, shall be divided among the parties as follows:
(i) The First Partner shall receive [First Partner Profit Sharing Percentage] of the profit.
(ii) The Second Partner shall receive [Second Partner Profit Sharing Percentage] of the profit.
(b) No other remuneration shall be received by the Partners from the Joint Partnership. The net profits will be calculated by first deducting all operating expenses from the gross income of the Joint Partnership.
(c) The Partners shall bear any net loss sustained by the Partnership in any fiscal year as follows:
(i) First Partner shall bear [First Partner Loss Sharing Percentage] of the loss.
(ii) Second Partner shall bear [Second Partner Loss Sharing Percentage] of the loss.
7. ACCOUNTING AND RECORDS.
The Company's records and accounts of operations and expenditures shall be maintained and recorded at the principal office of the Company.
8. TERMINATION.
Either Partner shall have the right to terminate this Agreement, effective as of the end of the Initial Term, by providing the other with written notice of termination at least [Termination Notice Period in Days] day(s) prior to the end of such initial term. Neither Partner shall have the right to terminate this Agreement at any other time unless such termination is mutually agreed to by the Partners hereto. The Joint Partnership shall terminate upon termination of this Agreement.
9. CONFIDENTIALITY.
Both partners acknowledge that the information shared with them is confidential and proprietary in nature and shall not be disclosed during the duration or after the effective term of this Agreement.
Upon expiration or termination of this Agreement, each Partner shall return any confidential information to the other Partner.
10. REPRESENTATION AND WARRANTIES.
Each Partner represents and warrants that it has the required power and authority to enter into this Agreement. Each Partner further warrants that it has duly executed this Agreement, and this Agreement constitutes its legal and binding obligation enforceable in accordance with the terms and conditions contained herein.
11. INDEMNIFICATION.
Each Partner indemnifies and holds the other Partner and its authorized persons harmless from and against all losses suffered or incurred by them arising out of or in connection with this Joint Partnership Agreement.
12. LIMITATION OF LIABILITY.
The liability of the Partners under all the circumstances shall be according to and limited to the predetermined proportion as agreed by the Partners and reflected in the Capital position through their contributions. The Partners cannot be held personally liable for any claim, damages, cost, loss, or any kind of liability arising in and out of this Agreement, exceeding their contributions, assets, and holdings in this Company. Any such further liability shall be recovered from the Company assets only.
13. ARBITRATION.
In the event of any dispute arising in and out of this Agreement between the Partners, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrators who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators' decision shall be final and binding on both Partners.
14. SEVERABILITY.
In the event any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
15. NOTICES.
Any notice that is required by this Agreement shall be in writing and given to the appropriate Partner by personal delivery, certified mail, postage prepaid, or any such delivery service provided.
16. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of [Governing Law] without regard to conflict of law principles. If the disputes under this Agreement are not resolved by arbitration, the disputes shall be resolved by litigation in the courts of [Jurisdiction], including the federal courts therein, and the Partners all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
17. ENTIRE AGREEMENT.
This Agreement contains the complete understanding of the Partners and supersedes all prior agreements and understandings between the Partners. This Agreement may not be modified, altered, or waived except by writing and signed by both Partners hereto.
18. FORCE MAJEURE.
Neither of the Partners shall be liable for any failure in performance of any obligation under this Agreement due to causes beyond that Partner's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority and other acts of God) during the pendency of such event.
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the Partners hereby agree to and have executed this Joint Partnership Agreement on the date and year first mentioned above.
[First Partner Company]
[Second Partner Company]
Name:
Name:
Signature:
Signature:
Date:
Date:
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