Partnership Agreement
PREPARED FOR
[First Partner Name],
[Second Partner Name]
PREPARED BY
[Sender Name]
Partnership Agreement
This General Partnership Agreement (hereby referred to as the “Agreement”) is entered into on [Effective Date] (hereinafter referred to as the “Effective Date”),
By and Between
[First Partner Name] (hereby referred to as the “First Partner”) residing at [First Partner Address], and;
[Second Partner Name] (hereby referred to as the “Second Partner”) residing at [Second Partner Address].
The First and Second Partners shall be collectively referred to as the “Partners” and individually as the “Partner.”
The Partners wish to engage together in business, bound by the terms and conditions of the Agreement.
TERMS OF THE AGREEMENT.
1. FUNCTIONS.
(a) Formation. By the terms of this Agreement, the Partners enter into a partnership (hereby referred to as the “Partnership”) with their rights and obligations stated according to the laws of [Governing Law].
(b) Name. The name under which the Partnership shall function is [Partnership Name].
(c) Date. The Partnership shall become effective from [Effective Date].
(d) Term. The term of the Partnership shall be [Partnership Term in Months] months.
(e) Purpose. The purpose of the Partnership shall be [Partnership Purpose] (hereby referred to as the “Purpose”).
(f) Effective Business.
(i) The Partnership shall operate from [Principal Place of Business].
(ii) Regular Meetings for the Purpose of Partnership shall take place every [Frequency of Partnership Meetings in Days] day(s).
(iii) All decisions shall be made by the Partners, who control a majority of the capital of the Company, except as otherwise deemed appropriate by the Partners.
2. CAPITAL AND FINANCES.
(a) The capital contribution from the First Partner shall amount to [First Partner Capital Contribution].
(b) The capital contribution from the Second Partner shall amount to [Second Partner Capital Contribution].
(c) The total capital funds shall be deposited into [Bank for Capital Deposit] at [Bank Location]. Profit/loss resulting from the discourse of the Partnership shall be deposited/withdrawn from this bank account.
(d) Capital from both Partners shall be collected by [Capital Deposit Due Date] at the latest. The balance of this bank account shall constitute the cash-on-hand of the Partnership for all purposes, including, but not limited to, taxation and valuation.
(e) Individual Partners shall maintain individual capital bank accounts where their capital contributions shall be credited. All additional contributions shall be credited to these bank accounts.
(f) Decisions regarding the financial issues shall be made by the unanimous vote of the Partners.
3. MANAGEMENT.
(a) The Partners designate [Executive Name] (hereinafter referred to as the “Executive”) responsible for the operation of this Partnership.
(b) The Executive shall oversee the maintenance of books and records, which consist of all accounts, assets, liabilities, and all other revenue and taxation information about the Partnership.
(c) The Partners reserve the right to audit, inspect, or request access to the books and records regarding the Partnership at any time. The Executive shall make the records available on demand.
4. ANNUAL AUDIT.
(a) The Partners shall conduct an audit of all records, accounts, and books of the Partnership every [Frequency of Audit for Records, Accounts, and Books].
(b) The annual accounting of the Partnership shall occur within the first meeting of each calendar year at a time determined by the Partners.
(c) All financial records shall be reviewed at a minimum of [Frequency of Audit for Financial Records] and at the request of the Partners at any time of the year.
5. COMPENSATION.
The compensation for the Partnership shall follow the following terms:
[Compensation Terms]
6. ADDITIONAL PARTNERS.
(a) Additional Partners shall be added at any time in the future based on the unanimous decisions of the existing Partners.
(b) The Additional Partners shall be bound by the terms and conditions of the Agreement.
(c) The total number of Additional Partners shall not exceed [Maximum Number of Additional Partners Allowed].
7. TRANSFER TO A TRUST.
Upon giving written notice to the other Partners, any Partner may transfer interest in the Partnership to a living trust (hereinafter referred to as the “Trust”), of which the transferring Partner shall be the grantor and sole trustee.
8. PARTNER REMOVAL.
(a) A Partner may be removed as deemed necessary but only by a majority vote of the Partners with a controlling share of the capital of the Partnership.
(b) The Partner who shall be removed shall be notified in advance in writing.
(c) The Partner can be removed on the grounds of, but not limited to,
(i) the death of a Partner;
(ii) Partner incapacity;
(iii) Partner disability;
(iv) Partner incompetence;
(v) breach of Agreement by a Partner;
(vi) criminal conviction of a Partner;
(vii) legal proceedings against a Partner; or
(viii) any act or omission of a Partner that can reasonably be expected to bring the reputation of the Partnership into disrepute.
(d) The Partner who is removed shall be paid for all contributions and any gains or interest they are entitled to immediately upon removal from the Partnership.
(e) They shall be exempted from all liabilities henceforth.
9. PARTNER WITHDRAWAL.
(a) Any Partner may withdraw, in part or in full, from the Partnership at any time after notifying the Partner in advance in writing.
(b) Funds shall be withdrawn from the Partnership's bank account based on the most recent valuation of the Partnership at the time. The funds shall be transferred to the withdrawing Partner’s bank account of record.
(c) The Partnership shall remain in full power with all taxation and revenue until the capital is enough to carry out the Purpose of the Partnership.
(d) The notification of the death of a Partner shall be regarded as the notification of withdrawal of the Partner from the Partnership. All assets owed to the deceased Partner shall be transferred to the Trust, agent, or designee nominated by the deceased Partner.
10. TERMINATION.
(a) The Partnership may be terminated by the mutual or unanimous decision of the Partners who have significant shares of capital in the Partnership.
(b) All Partners shall notify other stakeholders in the Partnership in writing about the termination of the Agreement at least [Termination Notice Period in Days] day(s) in advance.
(c) Upon the decision to terminate the Partnership, all Partners shall be immediately notified by the Executive.
(d) Upon termination, all assets shall be distributed to all Partners corresponding to the percent contributed by each Partner unless an exception is made in the Agreement.
(e) All payments shall be made to the designated bank accounts of each Partner upon the dissolution of the Partnership.
(f) Upon termination of this Agreement, the Partners shall cease reproducing, advertising, marketing, and distributing any material or information about the Partnership immediately.
11. PAYMENT.
(a) All withdrawals may be made in cash or securities, or some combination thereof, at the discretion of the drawer.
(b) In cash transfers, the drawer (or its designee) is entitled to an amount equal to the lesser of [Cash Transfer Percentage] of the value of the capital account being withdrawn from or the value of the capital account being withdrawn less any costs incurred in the transaction of cash or securities.
(c) For securities withdrawals, a third-party broker shall be used. The drawer is liable for brokerage fees resulting from the withdrawal.
12. LOYALTY.
No Partner shall engage in any endeavors, ventures, or business, whether directly or indirectly, that might prove competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without the written consent of the other Partners. Any endeavors, ventures, or business with any appearance of a conflict of interest must be fully disclosed to all other Partners. Each Partner shall devote such time and attention to the Partnership as the majority of the Partners will, from time to time, reasonably determine the discourse of the Partnership.
13. FORBIDDEN ACTS.
(a) No Partner shall do any act in violation of this Agreement.
(b) No Partner may permit, intentionally or unintentionally, the assignment of authority to any third party that is not a Partner in the Partnership.
(c) No Partner may do any act that would defeat the Purpose of the Partnership or may conflict with the interest of the Partnership.
(d) No Partner shall confess a judgment against the Partnership.
(e) No Partner will have the right or authority to bind or obligate the Partnership to any extent concerning any matter outside of the intended Purpose of the Partnership.
(f) No Partner shall use the Partnership name, logo, or likeness for any purpose outside the terms of the Agreement.
(g) No Partner shall be convicted of any unlawful activity that may damage the dynamics of the Partnership in any matter, including reputation, public image, or professional standing.
14. INDEMNIFICATION.
The Partners each agree to indemnify and hold harmless the other Partners and their respective permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount which result from the negligence of or breach of this Agreement by the indemnifying Party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
15. 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 all the Partners.
16. ASSIGNABILITY.
Neither Partner may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Partners, which shall not be unreasonably withheld.
17. NOTICES.
Any notice required to be given to any of the Partners shall be delivered by certified mail or courier to the mentioned address by the Sender.
18. FORCE MAJEURE.
Neither Partner shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that Party'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.
19. MODIFICATION.
No modification of this Agreement shall be made unless in writing signed by all the Partners.
20. SEVERABILITY.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement’s termination.
21. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed following the laws of [Governing Law]. All disputes under this Agreement 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.
22. LEGAL AND BINDING AGREEMENT.
As stated above, this Agreement is legal and binding amongst the Partners. It may be entered into and is legal and binding in [Legal Enforceability_State]. Each Partner represents that they have the authority to enter into this Agreement.
23. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding of the Partners, revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing, signed by the Partners hereto, and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the Effective Date mentioned above.
[First Partner Name]
[Second Partner Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
[Witness Name]
Name:
Signature:
Date:
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