[INSERT NAME OF PARTNERSHIP] PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT is made and entered and effective as of [insert
date], by and between XXX [insert Harvey’s full legal name/Partner 1] whose
address for the purposes of this agreement is [insert Harvey’s address] (hereinafter
referred to as “Harvey”, “Partner 1”) and XXX [insert Mike’s Full legal name/Partner 2]
whose address for the purposes of this agreement is [insert Mike’s address] (hereinafter
referred to as “Mike”, “Partner 2”). XXX and XXX are sometimes hereinafter
severally referred to as a “Party” and collectively referred to as the “Parties.”
RECITALS
WHEREAS, Harvey is the founder of the business and has contributed the idea, the
website/system, the candidates to participate in the program, the money invested,
marketing, strategy, and business plan; and
WHEREAS, Mike has agreed to contribute to the business by being responsible for
continuing the operations of the company, meeting with the candidates, and following
up with whoever speaks English and talk to them if needed, and building a team
alongside Harvey to expand the company; and
WHEREAS, Harvey and Mike have agreed to form a partnership to carry out this
business with a view of making profit;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, Harvey and Mike agree as follows:
ARTICLE I GENERAL PROVISIONS
1.1 Organization. For and in consideration of the mutual covenants contained in this
Agreement, the Partners form, create and agree to associate themselves in a
Partnership, referred to in this Agreement as the “Business.” Following the
execution of this Agreement, the Parties shall execute or cause to be executed and
filed any documents and instruments with any appropriate authorities that may be
necessary or appropriate to comply with all requirements for the formation and
operation of a Business in the State of New Jersey.
1.2 Business Purpose. The principal place of business shall be [insert the address of
the place of business] New Jersey, United States of America.
1.3 Name. The activities and business of the Partnership shall be conducted under the
name of “[INSERT NAME OF THE PARTNERSHIP]” in New Jersey. [insert details
relating to the Partnership, a brief description of what it is about]
1.4 Term of the Agreement. This Business shall commence on the [insert date of
commencement] and shall continue in existence until termination by mutual
agreement of the parties or termination by either party upon written notice to the
other party.
ARTICLE II GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this Agreement:
2.1 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one
or more intermediaries, controls, is controlled by or is under common control of such
entity.
2.2 Contribution(s) to the Partnership.
i. HARVEY shall contribute 67% to the partnership; while
ii. MIKE shall contribute 33% to the partnership.
ARTICLE III OBLIGATIONS OF THE PARTNERS
3.1 Obligations. The Parties will have joint responsibility for financial decisions and
expenditures of the Business. HARVEY will be responsible for the on-site
operations of the business and will disburse funds according to a budget pre-
approved by the Parties. Any expenditure of funds not previously approved by the
parties will be submitted for approval at the time of the request.
3.2 Responsibilities.
1. HARVEY’S RESPONSIBILITIES
i. Making the company fully operational in terms of company, trademark,
administrative, payment plans and process, website, phone lines
marketing, and raising funds for future use.
ii. Meeting with the candidates and following up with whoever doesn’t speak
English at the first round of the threemonth.
iii. Being in charge of building a team alongside Mike to expand the
company.
2. MIKE’S RESPONSIBILITIES
i. Continuing the operations of the company.
ii. Meeting with the candidates and following up with whoever speaks
English and talk to them if needed.
iii. Following up on the system we gonna use for better management.
iv. Being in charge of building a team alongside Harvey to expand the
company.
v. Attending meetings if needed.
vi. Being the CEO of the company and running it alongside with the different
departments in the company.
ARTICLE IV ALLOCATIONS
4.1 Profits and Losses. Commencing on the date hereof and ending on the termination
of the business of the Business, all profits, losses and other allocations to the
Business shall be allocated as follows: 67% to HARVEY and 33% to MIKE. Profits
are defined herein as the excess cash after payment of the direct expenses of the
Business. Direct Expenses will be defined in detail as part of the budget to be
agreed upon by the Parties. Disbursements of the Business proceeds after
expenses will be distributed at the end of each quarter.
ARTICLE V RIGHTS AND DUTIES OF THE PARTNERS
5.1 Business. HARVEY shall have the authority and discretion in the management and
control of the day-to-day operation of the business for the purposes herein stated
and shall make all decisions affecting the business of the Business provided all
parties have pre-approved or jointly agreed on such actions in advance and it is in
the clear best interest of the venture. Neither Party will make any decisions that
would in any way be to the detriment of the other party. As such, any action taken
shall constitute the act of, and serve to bind, the Business. HARVEY shall manage
and control the affairs of the Business to the best of its ability and shall use its best
efforts to carry out the business of the Business.
ARTICLE VI AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE
PARTNERS
6.1 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged
to perform services for the Business. The validity of any transaction, agreement or
payment involving the Business and any Affiliates of the parties to this Agreement
otherwise permitted by the terms of this Agreement shall not be affected by reason
of the relationship between them and such Affiliates or the approval of said
transactions, agreement or payment.
6.2 Other Business of the Parties to this Agreement. The parties to this Agreement and
their respective Affiliates may have interests in businesses other than the Business.
The Business shall not have the right to the income or proceeds derived from such
other business interests even if they are competitive with the Business, unless such
business interests shall be in the State of New Jersey.
ARTICLE VII PAYMENT OF EXPENSES
7.1 Expenses. All expenses of the Business shall be paid by HARVEY out of the
proceeds of the operation and all residual income will be divided as described in
Section 4.01. A complete accounting of all income and expenses will be provided to
MIKE by HARVEY as and when requested.
ARTICLE VIII INDEMNIFICATION OF THE PARTNERS
8.1 Indemnification. The parties to this Agreement shall have no liability to the other for
any loss suffered which arises out of any action or inaction if, in good faith, it is
determined that such course of conduct was in the best interests of the Business
and such course of conduct did not constitute gross negligence or willful
misconduct. The parties to this Agreement shall each be indemnified by the other
against losses, judgments, liabilities, expenses and amounts paid in settlement of
any claims sustained by it in connection with the Business.
ARTICLE IX DISSOLUTION
9.1 Events of the Partners. The Business shall be dissolved upon the happening of any
of the following events: (a) The adjudication of bankruptcy (b) Filing of a petition
pursuant to a Chapter of the Federal Bankruptcy Act (c) Withdrawal or removal of
either of the parties (d) The sale or other disposition, not including an exchange of
all, or substantially all, of the Business assets (e) Mutual agreement of the Parties.
ARTICLE X INTELLECTUAL PROPERTY OWNERSHIP.
10.1 MIKE acknowledges that all right, title and interest in and to the Intellectual
Property which is the Tech System Tools remain with HARVEY, except as
expressly set forth in this Agreement, and that the unauthorized redistribution or
dissemination of the Tech System Tools could materially and irreparably harm
HARVEY.
ARTICLE XI NON-DISCLOSURE AND NON-COMPETE AGREEMENT
11.1 Non-Disclosure. The parties hereby agree that during the term hereof, and at all
times thereafter, and except as specifically permitted herein, neither Party shall
use, commercialize or disclose Confidential Information to any person or entity.
11.2 Non-competition clause. Both parties undertake not to engage in, for their own or
on behalf of others, or participate in the operation of, any business which is
competing with the Business herein directly or indirectly, during the subsistence of
this agreement.
MISCELLANEOUS PROVISIONS
12.1 Books and Records. The Business shall keep adequate books and records at its
place of business, [insert the address of the place of business] setting forth a true
and accurate account of all business transactions arising out of and in connection
with the conduct of the Business.
12.2 Validity. In the event that any provision of this Agreement shall be held to be invalid,
the same shall not affect in any respect whatsoever the validity of the remainder of
this Agreement.
12.3 Integrated Agreement. This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof,
and there are no agreements, understandings, restrictions or warranties among the
Parties other than those set forth herein provided for.
12.4 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any
provision hereof.
12.5 Notices. Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and shall be deemed to
be delivered when deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, addressed to the parties at their
respective addresses set forth in this Agreement or at such other addresses as may
be subsequently specified by written notice.
12.6 Dispute Resolution. The parties shall first attempt to resolve any disputes arising
out of this Agreement through mediation. If mediation is unsuccessful, the parties
agree to submit to binding arbitration. In the event that arbitration is not successful,
the parties agree that litigation shall be the final means of resolving the dispute. The
parties agree that any such litigation shall be conducted in the State of New Jersey,
and they submit to the jurisdiction of the courts of that state.
12.7 Applicable Law and Venue. This Agreement shall be construed and enforced under
the laws of the State of New Jersey.
12.8 Other Instruments. The parties hereto covenant and agree that they will execute
each such other and further instruments and documents as are or may become
reasonably necessary or convenient to effectuate and carry out the purposes of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
1. XXX [INSERT FULL LEGAL NAME]
/s/ _______________________
Date: [insert date]
2. XXX [INSERT FULL LEGAL NAME]
/s/ _______________________
Date: [insert date]
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