PARTNERSHIP AGREEMENT
BETWEEN
PREMIER CONSTRUCTION FAMILY LLC
AND
HUDSON HIGHLANDS PROPERTY MAINTENANCE
____________________________________________________________________________________
THIS PARTNERSHIP AGREEMENT is made on the …………. day of……….20……., entered into by the Partners (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
RECITALS
A. Partners desire to join together for the pursuit of common business goals.
B. Partners have considered various forms of joint business enterprises for their business activities.
C. Partners desire to enter into a partnership agreement as to the most advantageous business form for mutual purposes.
In consideration of the mutual promises contained in this agreement, Partners agree as follows:
1. APPLICATION OF TERMS AND THE PERFORMER UNDERSTANDING
•Save as may otherwise be provided in this agreement, Partners are only prepared to deal with each other per the terms and conditions set out in this agreement.
•If any ambiguity is found in the agreement or various documents forming this agreement, the Partners shall issue any necessary clarification or instruction.
•This agreement may be executed in counterparts, and all counterparts executed shall constitute one agreement that shall bind all Parties hereto.
•All documents annexed to this agreement shall be subject to its terms, provided that the Parties append their signatures on the documents.
•Parties shall exercise utmost good faith under this agreement.
2. DURATION OF AGREEMENT
The term of this agreement shall be valid from ____________________until_______________________. Parties may renew this contract as per the terms agreed between them for a term of 5 years.
3. PURPOSE OF THE AGREEMENT
The primary purpose of this Partnership agreement is to maximize the Parties’ profits through, among others, Premier Construction Family LLC’s (a parent company) expertise, pricing, sales systems, project management processes, proof of concept, and labour force.
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
Each Partner will show equal contribution (50 %) each to be used by the Partnership to establish their position.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
• A Partner’s obligation will be construed as the other Party’s right and vice versa.
• The Parties shall be responsible for all accounting for their respective business.
Premier Construction Family LLC shall provide:
a) Video training series;
b) Labor force;
c) Pricing;
d) Sales and production systems and processes;
e) Access to conceptual ideas; and
f) General mentorship and training at their discretion. In the first week of opening, personal training days may be offered.
Hudson Highlands Property Maintenance shall provide:
a) All legwork;
b) Marketing;
c) Sales; and
d) Production management.
7. MANAGEMENT OF THE PARTNERSHIP
Subject to the limitations specifically contained in this agreement, the Partners shall enjoy the full, 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. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership to:
a. Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property;
b. Borrow money, issue evidence of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets;
c. Sue, defend or compromise any claims or liabilities in favour of or against the Partnership and to submit any or all such claims or liabilities to Arbitration;
d. File applications, communicate and otherwise deal with any governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof or any other aspect of the Partnership business; and
e. Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deemed reasonable and proper, and perform all other acts deem necessary or appropriate to the Partnership business.
•Unless otherwise stated in this agreement, Hudson Highlands Property Maintenance shall not access Premier Construction Family LLC’s property, e.g. assets, marketing, sales or production.
8. DISCLAIMERS
• Each Partner shall have their businesses continue operating individually and as separate entities save to give effect to the rights and obligations stated in this agreement.
• All jobs have to be run through Hudson Highlands Property Maintenance for liability purposes, but the Partnership prevails otherwise. Premier Construction Family LLC is entitled to 50% profits via profit check and may request to run jobs for quick Ig increasing Cashflow for credit line and other purposes hence assuming ultimate Insurance liability for those jobs.
• The Party that shall run the jobs shall be responsible for filing the sales tax.The sales tax cost will be calculated in that jobs will be paid out as a percentage of the deposit or money received from the customer; of the 50% deposit received from the customer, 50% profit payout will be received by both parties. Premier Construction Family LLC shall split marketing costs and overhead. Overhead does not include any other currently existing bills.
• Hudson Highlands Property Maintenance is prohibited from running jobs on the side through any other entities, partnerships, companies and asking for a fee. Premier Construction Family LLC can, however run jobs through other companies. Parties may waive this condition in writing.
• In the utilization of Premier Construction Family LLC resources, Premier Construction Family LLC shall get primary resource allocation.
• Partners shall not receive any salary from the Partnership.
• Premier Construction Family LLC shall own 10% equity of Hudson Highlands Property Maintenance.
• After two years, a Party may reduce the 50% profit split to 20% for Premier Construction Family LLC and 80% for Hudson Highlands Property Maintenance. Still, they have to bring another company onboard and train them for two months on Premier Construction Family LLC’s university system. They will also receive 5% equity from the new company that they bring on.
• All workers that Premier Construction Family LLC network fall into the realm of Premier Construction Family LLC ownership.
• Hudson Highlands Property Maintenance may get new talent, but such talent shall fall under Premier Construction Family LLC and shall be put into the installers list.
• If a Party breaches any of the provision of this agreement, they shall be liable to pay a fine of $10,000 for each breach. However, this penalty may vary at the discretion of the other Party that has suffered a loss due to the breach depending on the damages caused.
• If a Partner wants to sell their stake in the Partnership, they have to guide the next person for at least a month.
•Upon termination of the Partnership by a Partner, they shall not be allowed to interfere with the Partnership’s relationship with, or endeavor to entice away from the Partnership, the Partnership’s clients or any person who had a material business relationship with the Partnership in the duration of this agreement without the express consent and approval of the other Partner.
•Any intellectual property and associated rights owned or developed by the Partners solely or jointly with others, before the subsistence of this agreement, are the Partner’s exclusive property.
9. 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, which shall be 50% each. Parties shall split sales tax costs by 50% each.
10. 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.
11. 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.
12. 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. The books of account and all records of the Partnership will be kept at the Housecall CRM system. Each Partner shall have free access at all times to all books and records maintained relative to the Partnership business.
13. 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.
14. DIVISION OF PROFITS AND LOSSES
•Each Partner shall be entitled to 50% of the net profits of the business, and all losses occurring in the course of the business shall be borne in the same proportion if the loss falls below the redline or 1% margin unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the Partners, in which case the loss so incurred shall be made good by the Partner through whose neglect or default the losses shall arise.
•Hudson Highlands Property Maintenance is liable for all losses above the redline or 1% margin unless this is due to nonpayment of the customer or legal action from the customer.
15. 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.
16. EMPLOYEE MANAGEMENT
No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s consent.
17. 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 Partners to the discharge of the indebtedness.
18. PROHIBITION ON TRANSFER
A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of the other Partner, and any such prohibition transfer, if attempted, shall be void and without force or effect.
19. DISPUTE RESOLUTION
Suppose any differences shall arise between the Partners under this agreement; the difference shall be determined by a qualified Arbitrator agreed by the Parties in writing. An aggrieved Party may, however, appeal the decision of such Arbitrator.
• Nothing in this section shall be construed as limiting the court’s jurisdiction.
• Parties shall act in good faith to resolve the dispute.
20. TERMINATION
The Partnership shall be dissolved, and its affairs shall be wound up upon the happening of either of the following:
a) The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof; or
b) If one of the Partners commits an unapproved action or fails to fulfil their obligations under this agreement.
• 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.
21. ADDITIONS, ALTERATIONS, OR MODIFICATIONS
Where it shall appear to the Partners 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 Partners will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective.
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 fulfil 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
Hudson Highlands Property Maintenance shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Partnership, whether such information or matter is stated to be confidential or not, without the express written permission of Premier Construction Family LLC. Such information includes but is not limited to pricing, workers, systems and trade secrets.
24. NO WAIVER
Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law. Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
25. 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.
26. NOTICES
Any notice required by this agreement or given in connection with it shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.
• Premier Construction Family LLC;259Hortontown rd, Hopewelljunction ny 12533
•Hudson Highlands Property Maintenance (HHPMGC LLC); 7 tano drive, Highland New York 12528
27. COSTS
Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.
28. 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. This agreement shall not be altered, waived, modified, or amended except in writing signed by the Parties hereto.
29. GOVERNING LAW
This agreement shall be construed and enforced per the laws of the State of New York.
IN WITNESS WHEREOF, the Parties have executed this Partnership agreement at__________________________________________________ [DESIGNATE PLACE OF EXECUTION] at the day and year first above written.
Signed by the duly authorized representative of PREMIER CONSTRUCTION FAMILY LLC
Authorized Signature
Print Name and Title
Signed by the duly authorized representative of HUDSON HIGHLANDS PROPERTY MAINTENANCE
Authorized Signature
Print Name and Title
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