THE PARTIES: This Partnership Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ and ______________________ with a mailing address of
______________________, City of ______________________, State of
______________________ both of whom agree as follows:
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, ____________ (individually the “Party” and collectively “The Parties” to
this agreement) agree as follow:
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.
2. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.
3. CONTRIBUTIONS AND LIABILITY
Each member is equally responsible for contributions and any liabilities. They all have
equal shares in the business.
The Partners have equal shares in the business and all the parties own the business
5. DISTRIBUTION OF PROFITS
Expenses and profits will be shared equally between the 4 partners.
6. INTELLECTUAL PROPERTY
All designs, all logos, pillars and any written or verbal conversations disclosing company
business practices or creative designs shall be owned by the company.
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires.
8. DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be resolved by mediation the results will dictate the next step.
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
During the course of this agreement, the partners may terminate this Agreement if
everyone decides to terminate it for whatever reason. However, if someone decides to
leave then the other partners will buy them out.
If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
13. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties related to the matters
specified herein, and supersedes any prior oral or written statements or agreements
between the Parties related to such matters.
14. GOVERNING LAW
This Agreement shall be governed exclusively by the laws of Florida, without regard to
conflict of law provisions
15. EXCLUSIVE VENUE AND JURISDICTION
Any lawsuits or legal proceeding arising out of or relating to this Agreement in any way
whatsoever shall be exclusively brought and litigated in the federal and state courts of
Florida. Each Party expressly consents and submits to this exclusive jurisdiction and
exclusive venue. Each Party expressly waives the right to challenge this jurisdiction
and/or venue as improper or inconvenient. Each Party consents to the dismissal of any
lawsuits that they bring in any other jurisdiction or venue.
16. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.
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