This Partnership Agreement (the “Agreement”) is made effective as of ______________, 2o2o (the “Effective Date”) by and between ___________________ of ___________________________ (enter address) (the “General Partner”) and ___________________________of ___________________ (enter address) (the “Silent Partner”), collectively known as the “Partners”
WHEREAS, the Partners desire to enter into a business partnership.
WHEREAS, the Silent Partner(s) showed an interest in joining the business venture silently and the General Partner(s) has accepted the partnership proposal:
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions contained in this Agreement, the Partners to this Agreement agree to the following:
- PARTNERSHIP BUSINESS
The Silent Partner will invest cash at escrow that will be used to renovate the property. The main place of business will be at ______________________. The business will be conducted in compliance with all applicable laws.
The Partnership shall commence on the Effective Date and shall continue thereafter until lawfully terminated.
The Partner(s) will make an initial contribution to the Partnership as follows:
- The Silent Partner will invest a sum of ______________
- The General Partner will contribute his skills in renovating the property.
- ADDITIONAL CONTRIBUTIONS
Throughout the Partnership, it is determined by a consensus of the Partners that the Partnership requires additional capital, the Partners shall contribute their share of the necessary amount.
- DUTIES OF THE GENERAL PARTNER
The General Partner shall be responsible for the complete management, control, and policies related to the business’s operation and conduct, including all personnel, purchasing, sales, and contractual matters.
- DUTIES OF THE SILENT PARTNER
The Partners agree that the Silent Partner shall be “silent” in the Partnership. The Silent Partner shall not participate in or interfere in the Partnership operation and is not restricted from engaging in any other business or entering into any other partnerships.
The Silent Partner shall not be personally liable for any debts or other obligations of the Partnership.
The Silent Partner will retain 30% equity in any future sale, and the partners will share in 30% of all future cash flow to be paid in quarterly distributions. The profit share will be recorded in the public record as a lien on the property.
Subject only to the provisions of the Uniform Limited Partnership Act applicable to the State, no Silent Partner shall have a personal liability of any kind for any debts, liabilities, or other obligations of the Partnership.
All partners enter into mediation before filing suit against any other Partner or the Silent Partnership for any dispute arising from this Agreement or Silent Partnership. Partners agree to attend one session of mediation before filing suit. If any Partner does not attend mediation or the dispute is not settled after one mediation session, the Partners are free to file suit. Any lawsuits will be under the jurisdiction of the state of California.
- DEATH OF A PARTNER
Death of a Silent Partner shall immediately authorize an accounting on the death of Silent Partner, and a valuation of Silent Partner’s proportional share shall be made. The valuation shall be determined by an appraisal of Silent Partner’s share, excluding Silent Partner’s share of goodwill. On the death of General Partner, Silent Partner shall immediately dissolve the Partnership and wind up operations. The proportionate share of the Partnership owed to the General Partner shall be paid to General Partner’s estate.
- DISSOLUTION, TERMINATION, AND WINDING UP
The partnership shall be dissolved, either on the death of Partner or the bankruptcy of the Partnership, or the Partnership shall terminate at the Partnership term’s expiration. Within 30 days after a determination to dissolve or terminate is made, a procedure to wind up the partnership business shall be implemented, and winding up shall be completed within a reasonable time.
- ENTIRE AGREEMENT
Except as otherwise expressly provided in this Agreement, this Agreement contains the Partners’ entire agreement with respect to the terms and conditions of the Silent Partnership. It supersedes all prior agreements, certificates, and understandings, oral or otherwise, among Partners with respect to these matters.
Except as otherwise expressly provided in this Agreement, no purported waiver by any Partner of any breach by another Partner of any of his or her obligations, agreements, or covenants shall be effective unless made in writing subscribed by the Partner or Partners sought to be bound. No failure to pursue or elect any remedy with respect to any default under or breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent default or breach of or any election of remedies available, nor shall the acceptance or receipt by any Partner of any money or other consideration due him under this Agreement, with or without knowledge of any breach under this Agreement, constitute a waiver of any provision of this Agreement concerning that or any other breach.
Each provision of this Agreement shall be considered to be severable. If for any reason, any provision or any part of a provision is determined to be invalid and contrary to any existing or future applicable law, the invalidity shall not impair the operation or affect those portions of this Agreement that are valid. Still, this Agreement shall be construed and enforced in all respects as if the invalid or enforceable provision or provisions had been omitted.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by all Partners in the manner prescribed by law as the Effective Date.
Signed this __________ day of ________________, 2020
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