PARTNERSHIP AGREEMENT

December 8, 2023

PARTNERSHIP AGREEMENT

This Partnership Agreement (hereinafter referred to as the “Agreement”) is made on
__________________20___ Between One Team Elite Fitness, LLC (hereinafter
the “Company”) and ____________________ (hereinafter referred to as the “Equity
Partner”). Together referred to as the “Parties”.
1. Location.
The company hereby agrees to form a partnership with the Equity Partner to operate
a business known as ___________________.
The principal office of the business shall be at _____________________________.
2. Term.
The partnership shall begin on the date signed by the parties below (hereinafter
referred to as the “Effective Date”) and continue indefinitely unless otherwise
terminated or the business ceases to exist.
3. Investment.
The Company agrees to the Equity Partner joining the partnership on the ground of
the Equity Partner providing a $20,000 loan to the Company.
Parties herein agree that the loan amount will be paid at a 5% yearly rate with a one
(1) year grace period for repaying the loan and can be paid at any time.
4. Share.
The parties herein agree that the partnership shall be owned in the following ratio; –
 Diego Yong – 45% equity
 Cesar Rangel – 45% equity
 Melissa Yong – 10% equity.
5. Profit and Loss.
The partnership’s net profits shall be divided according to the ratios shared between
the partners, and the net losses shall be borne similarly.
6. Salaries.
Parties herein agree that every partner will be on a deciding salary and that salary
will be based on the bottom-line sales.
Parties agree that each owner is allowed to chance salary as long as the others are
ok with it and should be in the ratio of 45:45:10.

7. Banking.
All partnership funds shall be deposited in its name in such checking accounts or
accounts designated by the partners. All withdrawals are to be made upon checks
signed by either partner.
8. Termination.
The partnership may be dissolved at any time by agreement of the partners, in which
the partners shall proceed with reasonable promptness to liquidate the partnership’s
business.
The assets of the partnership business shall be used and distributed in the following
order:
a. To pay or provide for the payment of all partnership liabilities and liquidating
expenses and obligations;
b. To equalize the income accounts of the partners;
c. To discharge the balance of the income accounts of the partners;
d. To equalize the capital accounts of the partners; and
e. To discharge the balance of the capital accounts of the partners.
The partnership may also be terminated in the following events;
i. When one of the partners is found to be stealing from the business
ii. When one of the partners does not pay the rent and utilities on time
iii. When one partner misbehaves with the other.
iv. When one partner is disrespectful or creates moral harassment at the place of
work and towards the other partner.
The partnership will be dissolved in case of any of the above-mentioned
circumstances.
9. Death.
Upon the death of either partner or in the event of a dissolution of the company, the
surviving partners shall have the right to purchase the deceased’s interest in the
partnership, terminate or liquidate the partnership business, or buy out the other
partners in the business.
10. Intellectual Property.

The parties herein agree that the Company name “One Team Elite Fitness” is owned
by one of the partners, Diego Yong.
11. Dispute Resolution.
Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the rules, then obtaining the
American Arbitration Association, and judgment upon the award rendered may be
entered in any court having jurisdiction thereof.
12. Governing Law.
This Agreement shall be construed, governed, interpreted, and applied according to
the Laws of the State of California.
Parties further agree that any significant legal decisions shall be subjected to a vote
amongst the partners.
13. Waiver.
The waiver by either party of the breach of any covenant or provision in this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by either party.
14. Severability.
In the event a court of competent jurisdiction declares any term or provision of this
Agreement to be invalid or unenforceable for any reason, this Agreement will remain
in full force and effect and either:
a. The invalid or unenforceable provision(s) will be modified to the minimum
extent necessary to make such provision(s) valid and enforceable; or
b. If such a modification is not possible, this Agreement will be interpreted as if
such invalid or unenforceable provision(s) were not a part of this Agreement.
15. Amendment of Agreement.
This agreement cannot be amended without the written consent of all partners.
IN WITNESS WHEREOF, the partners hereunto set their signatures and
acknowledged this Agreement as the date first above written.
Signed by the Representatives of One
Team Elite Fitness, LLC; –
By Diego Yong; –

By Melissa Yong; –
Signature:
__________________________

Signature:
__________________________
Date:
______________________________
Email Address:
_____________________
By Cesar Rangel; –
Signature:
__________________________
Date:
______________________________
Email Address:
_____________________

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