PARTNERSHIP AGREEMENT
__________________________________________________________________________________
THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter, “Effective
Date”) by:
Partner’s Name Partner’s Address
Collectively referred to as “Partners” or “Parties” or individually as ‘Partner” or “Party”) and includes
that Partner’s/Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following
terms and conditions and to be bound thereby:
1. COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until termination.
2. THE NAME OF THE PARTNERSHIP
Partners shall carry on the partnership business under the name
_______________________________.
3. PURPOSE OF THE AGREEMENT
The purpose of this partnership agreement is
__________________________________________________________________________________
4. THE OFFICE
The principal business of the Partnership shall be the following address or such other place as is
determined by the Partners;
_______________________________________________________
5. CONTRIBUTION
The Partners will contribute as hereunder, and that contribution will be used by the Partnership to
establish their position.
Partner’s Name Partner’s Contribution
6. OBLIGATIONS OF THE PARTIES
Partner’s Name Partner’s Obligations
7. MANAGEMENT OF THE PARTNERSHIP (select one)
☐ Subject to the limitations contained explicitly in this Agreement, the Partners shall enjoy the total,
exclusive, and absolute right, power, and authority to manage and control the Partnership and its
property, assets, and business in equal portions. The Partners shall have all of the rights, powers, and
authority conferred by law or under other provisions of this Agreement.
☐ Subject to the limitations contained explicitly in this Agreement, the Partners shall not enjoy the
total, exclusive, and absolute right, power, and authority to manage and control the Partnership and its
property, assets, and business in equal portions. A Partner’s management right, power, and authority
shall be tied to their respective contributions.
8. BUSINESS EXPENSES
The Partnership expenses are all to become payable on account of the Partnership. All losses incurred
shall be paid out of the Partnership’s capital or the profits arising from the Partnership business, or, if
both shall be deficient, by the Partners on a pro-rata basis, in proportion to their original contributions.
9. AUTHORITY
No Partner shall buy any goods or articles or enter into any contract on behalf of the Partnership
without the prior consent in writing of the other Partner. If any Partner exceeds this authority, the
other Partner shall have the option to take the goods or accept the Contract on account of the
Partnership or let the goods remain the sole property of the Partner who shall have obligated themself.
10. SEPARATE DEBTS
No Partner shall enter into any bond, become surety or cosigner, provide security for any person,
Partnership, or corporation, or knowingly condone anything by which the Partnership property may
be attached or taken in execution, without the prior written consent of the other Partner. Each Partner
shall punctually pay the Partner’s separate debts and indemnify the other Partner and the capital and
property of the Partnership against the Partner’s separate debts and all expenses relating to such
separate debts.
11. BOOKS AND RECORDS
The Partners shall maintain books of account and proper entries made in the books of all sales,
purchases, receipts, payments, transactions, and property. Each Partner shall have free access at all
times to all books and records maintained relative to the Partnership business.
12. ACCOUNTING
The fiscal year of the Partnership shall be from __________________to___________________
[MONTH AND DAY] of each year. On the _____[DAY] of _____________[MONTH], commencing
in _________[YEAR], and on the ________[DAY] of ______________ [MONTH] in each
succeeding year, a general accounting shall be made and taken by the Partners of all sales, purchases,
receipts, payments, and transactions of the Partnership during the preceding fiscal year, and of all the
capital property and current liabilities of the Partnership. The general accounting shall be written in
the Partnership account books and signed in each book by each Partner immediately after it is
completed. After the signature of each Partner is entered, each Partner shall keep one of the books and
shall be bound by every account, except that if any manifest error is found in an account book by any
Partner and shown to the other Partners within one (1) month after the error shall have been noted by
all of them, the error shall be rectified.
13. DIVISION OF PROFITS AND LOSSES
All profits (net profits) and losses occurring in the course of the Partnership shall be borne according
to their contribution unless the losses are occasioned by the willful neglect or default, and not the
mere mistake or error, of any of the Parties, in which case the loss so incurred shall be made good by
the Party through whose neglect or default the losses shall arise.
14. ADVANCE DRAWS
Each Partner shall be at liberty to draw out of the business in anticipation of the expected profits any
sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered
in the books of the Partnership the terms of the Agreement, giving the date, the amount to be drawn
by the respective Partner, the time at which the sums shall be drawn, and any other conditions or
matters mutually agreed on. The signatures of each Partner shall be affixed on the books of the
Partnership. The total sum of the advanced draw for each Partner shall be deducted from the sum that
the Partner is entitled to under the agreed distribution of profits.
15. EMPLOYEE MANAGEMENT
No Partner shall hire or dismiss any person in the Partnership’s employment without the other
Partner’s consent.
16. RELEASE OF DEBTS
No Partner shall compound, release, or discharge any debt that shall be due or owing to the
Partnership, without receiving the total amount of the debt, unless that Partner obtains the prior
written consent of the other Partner to the discharge of the indebtedness.
17. NON-COMPETE
Except as otherwise provided, for the duration of this Agreement, and any subsequent agreement
executed for the same or similar purpose, A Party will not directly or indirectly engage in any
competing business or substantially similar business as the Partnership. Parties may however conduct
any business not related to the Partnership business or any other business as agreed upon by the
Parties in writing.
18. PROHIBITION ON TRANSFER
Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder
without the prior written consent of the other Party. The consent shall not be unreasonably withheld or
delayed.
19. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through Arbitration under the rules of the
American Arbitration Association.
20. COURT COSTS AND ATTORNEYS’ FEES
In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and
reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that
may be awarded.
21. TERMINATION
The Partnership shall be dissolved, and its affairs shall be wound up upon service of a 30 days’
written notice by either party. This Agreement may be terminated at any time if both Parties agree to
the termination in writing. The termination of this Agreement shall not discharge the liabilities
accumulated by either Party. Any Clauses intended by the Parties or this Agreement to survive the
termination of this Agreement shall survive the termination of this Agreement by whatever cause.
22. FORCE MAJEURE
For this Agreement, "Force Majeure" means an event which a diligent Party could not have
reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is
not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions,
strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by
government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be
considered as a breach of this Agreement, provided that the Party has taken all reasonable
precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of
this Agreement.
23. CONFIDENTIALITY
All non-public, confidential or proprietary information of a Party (Disclosing Party), whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or
not marked, designated or otherwise identified as “confidential” in connection with this Contract is
confidential, solely for the use of performing this Contract and may not be disclosed or copied unless
authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the
other Party (Recipient Party) shall promptly return all documents and other confidential materials
received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation
of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known
to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-
confidential basis from a third party.
24. FURTHER ASSURANCES BY THE PARTIES
Each Party hereto agrees to perform any further acts and to execute and deliver any further documents
that may be reasonably necessary to carry out the provisions of this Agreement.
25. ADDITIONS, ALTERATIONS, OR MODIFICATIONS
Where it shall appear to the Parties that this Agreement, or any terms and conditions contained in this
Agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any
alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all
necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing,
signed by the Parties hereto, and no oral agreement shall be effective.
26. NO WAIVER
Except where otherwise provided, failure by either Party to enforce any of these terms or conditions
shall not be a waiver of their right to enforce them. No waiver by either Party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other Party shall be considered
a waiver of any other condition or provision or of the same condition or provision at another time.
27. SEVERABILITY
Suppose any provision of this Agreement is declared by any judicial or other competent body to be
void, voidable, illegal, or otherwise unenforceable; Parties may amend that provision or remove it
from this Agreement. The remaining provisions of this Agreement shall remain in full force and
effect.
28. NOTICES
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall
be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the above-mentioned addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt. Any
notice delivered by email shall request a receipt thereof confirmed by email or in writing by the
recipient, and the effective date of such notice shall be the date of receipt, provided such receipt has
been confirmed by the recipient.
29. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the Parties, and there are no commitments,
agreements, or understandings between the Parties other than those expressly set forth herein. Parties
will exercise utmost good faith in this Agreement. Except where this Agreement provides otherwise,
the rights and remedies contained in it are not exclusive to rights or remedies provided by law.
30. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be an original, all of which
shall constitute the same instrument.
31. HEADINGS
The article and section headings in this Agreement are for convenience; they form in no part of this
Agreement and shall not affect its interpretation.
32. PRONOUNS
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular, or plural, as the identity of the person or entity may require. As used in this Agreement:
words of the masculine gender shall mean and include corresponding neuter words or words of the
feminine gender, and words in the singular shall mean and include the plural and vice versa.
33. PARTIES’ ACKNOWLEDGMENTS
The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement
and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have
the capacity to contract and enter into this agreement and that further, they have entered into this
agreement freely and voluntarily.
34. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in all respects by the laws of ______________without regard to its
conflict of law provisions. Each Party consents to the exclusive jurisdiction of the courts located
therein for any legal action, suit or proceeding arising out of or in connection with this agreement.
Each Party further waives any objection to the laying of venue for any such suit, action or proceeding
in such courts.
IN WITNESS WHEREOF, the Parties have executed this Agreement, as set below.
Partner’s Name Partner’s Signature Date
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