PARTNERSHIP AGREEMENT
This Partnership Agreement (the “Agreement”) is entered into and effective as of
_________________, by and between XXX whose address is
at [insert address](hereinafter referred to as “Company”), and Dr. XXX whose address is [insert address] (hereinafter referred to as “Dr. Annabelle”)
hereinafter collectively referred to as “Partners”.
1. New Partnership
The Partners desire to form a general partnership pursuant to Chapter 1 of Title 2 of the
California Corporations Code upon the terms, agreements and conditions hereinafter
set forth.
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 California.
2. Place of Business
The Partnership’s principal place of business shall be XXX Such principal place of business may be changed from time to
time, and such other and further place of business may be established with actions
taken in accordance with the provisions of this Agreement that govern management of
the Partnership’s business affairs.
3. Term of Partnership
The Partnership shall commence as of the date of this Agreement and shall continue
until this Agreement is dissolved as provided herein.
4. Purpose of Partnership
The purpose of the Partnership is to Bring Hope for Severely Ill Patients to Jamaican
wellness center.
5. PRI Celestial Partner Distributions
The Net Profit distributions of the Partners to the Partnership are and shall be in the
ratio:
XXX – 10%
XXX- 90%
Except as otherwise herein provided, no portion of the Partnership capital may be
withdrawn by a Partner at any time without the written consent of the other Partners. No
Partner shall be entitled to interest on its contribution to the capital of the Partnership.
6. Additional Capital Contributions
It is anticipated that the business of the Partnership, and the development of the
business opportunities selected by the Partnership, may require additional capital
contributions by the Partners. Unless otherwise agreed to, said additional capital
contributions as required, shall be made in cash and at such time and in such amounts
as is agreed by all of the Partners. No Partner shall be allowed to make an additional
capital contribution without the written consent of the majority Partners.
7. Profits and Losses
The net profits and net losses of the Partnership, and for tax purposes each item of
income, gain, loss, deduction or credit, shall be allocated to the Partners in proportion to
their respective Partnership Interests. As used herein “net profits” and “net losses” shall
be computed in accordance with the same method of accounting consistently applied,
and on the same basis as that used, in the preparation of the Partnership’s information
tax return for Federal income tax purposes.
8. Partnership Accounting
Accounting Method. The Partnership shall keep its accounting records and shall report
its income for income tax purposes on a calendar year basis and according to the cash
method of accounting. The accounting for Partnership purposes shall be in accordance
with generally accepted accounting principles applied in a consistent manner.
Books and Records. The accounting and other records of the Partnership shall be
maintained at the principal place of business of the Partnership or at such other place
as may be designated in writing by the Partners, and shall be available for inspection by
the Partners at all reasonable times during normal business hours.
Capital Accounts. An individual capital account shall be maintained for each Partner.
Each Partner’s capital account shall consist of its capital contributions increased by its
share of Partnership profits, decreased by any distributions to such Partner, and
decreased further by its share of Partnership losses. A debit balance in a Partner’s
capital account, whether by virtue of withdrawals in excess of its respective share of
Partnership profits or by charging such Partner for its share of Partnership losses, shall
constitute an obligation of such Partner to the Partnership.
Financial Statements. A balance sheet of the Partnership at the end of each fiscal year,
together with a statement of earnings for the twelve (12) months then ended, shall be
prepared by the Partners or by the Partnership’s independent public accountants at the
end of each fiscal year, and copies thereof, together with copies of the proposed federal
and California informational tax returns for the partnership for such year, shall be
furnished to each Partner within a reasonable time following the end of each such year.
9. Bank Accounts
All funds of the Partnership shall be deposited in the name of the Company in an
account in such bank as shall be determined by the Partners, and all withdrawals or
disbursements from said account shall be made by check drawn in the Partnership’s
name upon such account and signed on behalf of the Partnership by any Partner
subject to the restrictions contained in Paragraph 11(c) of this Agreement.
10. Duties and Management
Duties. In accordance with the provisions of this Agreement, the Partners shall devote
such time to the Partnership as shall be necessary to conduct the Partnership’s
business and to operate and manage the Partnership in a reasonably efficient manner.
All parties 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. All parties shall equally manage and control the affairs of the Business to the
best of their ability and shall use their best efforts to carry out the business of the
Business.
Management. No act shall be taken, or sum expended, or obligation incurred by the
Partnership within the scope of a major decision as defined below except with the
consent of both Partners holding a thirty percent (30%) interest in the Partnership. A
“major decision” shall be defined as follows:
1) Acquisition or establishment of any clinic or and interest therein;
2) Terms and conditions of financing of the Partnership’s operations and
acquisitions;
3) Establishment of or participation in a joint venture or partnership with third
parties;
4) The sale, assignment, hypothecation, encumbrance, pledge, transfer, and/or
conveyance, voluntarily or involuntarily, of all or of any portion of any asset of the
Partnership;
5) Incurring any obligations in excess of Thirty Thousand Dollars ($30,000.00) or
borrowing money in excess of Thirty Thousand Dollars ($30,000.00) in the name
or on the credit of the Partnership;
6) Determination of whether or not distributions of income or capital should be made
to the Partners, when they, should be made, and in what amounts;
7) Loan any Partnership funds;
8) Cause the Partnership to become bailee, surety, or endorser for any third person
or entity;
9) Enter into any contract, lease, agreement, or other arrangement on behalf of the
Partnership with any party or entity related to or affiliated with any Partner or with
respect to which any Partner is affiliated or has an interest in, directly or
indirectly;
10) Assign the Partnership’s property in trust for the benefit of creditors;
11) Do any other act which would make it impossible to carry on the ordinary
business of the Partnership;
12) Confess a judgment;
13) Submit a Partnership claim or liability to arbitration or reference; or
14) Make distributions of Partnership profits or reimbursements to a Partner.
Each Partner shall have a voice in the management and conduct of the partnership
business in proportion to its Partnership interest. No major decision shall be made in
contravention of this Agreement without the agreement of both Partners holding a thirty
percent (30%) interest in the Partnership.
11. Duties of Dr. Annabelle
The duties to be performed primarily by Dr. Annabelle Manalo-Morgan under this
Agreement include, but are not limited to, the following:
1) Involvement in the wellness center;
2) Referring doctors and hospitals for patient recruitment to Company;
3) Involvement in additional wellness centers all over the Caribbean;
4) Involvement in Company’s expansion with satellite sites;
5) Involvement referring research studies to Company;
6) Involvement with the Media that Company secures for Dr. Annabelle;
7) Involvement with the laboratory, that Company will create for Dr. Annabelle to
make medications for Company patients; and
8) Involvement in our documentary.
12. Duties of Company
The duties to be performed primarily by PRI Celestial Wellness under this Agreement
include, but are not limited to, the following:
1) The establishment, implementation, and maintenance of management and
operational policies and procedures;
2) Supervision of personnel and maintenance procedures to provide patient care;
and
3) Supervision of the Partnership’s counseling program;
4) Establishment of salaries and fringe benefits of personnel;
13. Distribution Surplus Funds
The Partnership shall, from time to time, distribute to the Partners such surplus cash
available for distribution as both Partners holding a thirty percent (30%) interest in the
Partnership shall agree. Distributions shall be to the Partners in proportion to their
respective Partnership Interests. Surplus funds shall be deemed available for the
purpose of distribution after reasonable provision has been made for operating
expenses, contingencies, and amortization of debt, if any.
14. Indemnity
Each Partner hereby agrees to indemnify and save harmless the Partnership and the
other Partners from and against any loss or liability in any way arising out of any breach
by such Partner of this Agreement, or of any liability imposed upon the Partnership or
the other Partner by reason of any acts of such Partner in violation of the terms hereof,
or which are not authorized hereby. In the event that the Partnership is made a party to
any obligation or otherwise incurs any losses or expenses as a result of or in connection
with personal obligations or liabilities of any Partner unconnected with Partnership
business, such Partner shall indemnify and reimburse the Partnership for all such
expenses incurred, including attorney’s fees incurred with attorneys of the Partnership’s
choice, and the capital account or interest of such Partner in this Partnership may be
charged therefor.
15. Restrictions on Transfer
To accomplish the purposes of this agreement, any transfer, sale, assignment,
hypothecation, encumbrance or alienation of any Partner’s interest in the Partnership
other than according to the terms of this agreement is void and transfers no right, title or
interest in or to said shares, or any of them, to the purported transferee, buyer,
assignee, or encumbrance holder.
16. Dissolution of Partnership
Events Causing Dissolution. Except as otherwise herein provided, the Partnership shall
be dissolved only upon:
(1) the entry of a charging order or an order for relief under Title 11, United States Code
as to any Partner:
(2) an order of insolvency under State law as to any Partner;
(3) the commission of a willful breach of this Agreement by any Partner;
(4) an assignment by a Partner for the benefit of its creditors; or
(5) the written agreement of the Partners to dissolve the Partnership
Liquidation and Distribution. Except as otherwise provided herein, upon a dissolution of
the Partnership for any reason, the Partners or the remaining Partners, in the event of a
dissolution, shall proceed to liquidate the Partnership, and distribute any proceeds from
such liquidation, together with any assets distributable in kind, first to the satisfaction of
the debts and liabilities of the Partnership (including any loans from the Partners), then
to the Partners in the amount necessary to equalize the capital accounts of the
Partners, and, thereafter, to the Partners in proportion to their respective Partnership
Interest; provided that .if one or both Partners have capital accounts of less than zero,
each such Partner shall contribute to the Partnership sufficient funds to equalize the
negative capital balances or to bring such Partner’s capital balance to zero, as the case
may be. A reasonable time shall be allowed for the orderly liquidation of the assets of
the Partnership and the discharge of liabilities to creditors. Upon complying with the
foregoing distribution plan, the Partners shall execute and cause to be published and
filed an appropriate notice of dissolution of the Partnership.
17. Likeness
Dr. Annabelle hereby grants to Company a license to use, without further compensation
or approval from Dr. Annabelle, Dr. Annabelle’s name, image, portrait, voice, likeness
and all other rights of publicity, or any derivative or modification thereto that Company
may create, in any and all mediums, now known or hereafter developed, provided that
such use is in relation to Company’s business and consistent with professional business
standards, and does not disparage or denigrate Dr. Annabelle.
18. Title to Property
Partnership property shall be held by the Company subject to the terms and provisions
hereof. Title to and ownership of all assets of the Partnership shall be held in the name
of the Partnership, or in such other name or names as a majority of the Partners may
designate.
19. Ownership of Data, Confidentiality, Publication and Registration.
Ownership. All case report forms and other data (including without limitation, written,
printed, graphic, video and audio material, and information contained in any computer
data base or computer readable form) generated by the Dr. Annabelle (the "Data") shall
be the property of Company, which may utilize the Data in any way it deems
appropriate, subject to and in accordance with applicable state and federal privacy laws.
Any copyrightable work created in connection with the partnership shall be considered a
“work made for hire” to the fullest extent permitted by law, and owned by Company or its
designee. Dr. Annabelle may not use the Data for any commercial purposes including
the filing of a patent application or the filing of the Data in support of any pending or
future patent application or for the benefit of any for-profit entity, including use of Data in
support of research for or in collaboration with a for-profit entity.
Confidentiality. All information, including, but not limited to, the Study Drug, the terms
and conditions of this Agreement, the Protocol, or Company’s operations, such as
Company’s patent application, formulas, manufacturing processes, basic scientific data,
prior clinical research data and formulation information supplied by Company to Dr.
Annabelle, or other personnel involved with the Study and not previously published (the
“Company Confidential Information”) as well as Data are considered confidential and
shall remain the sole property of Company. Both during and after the term of this
Agreement, Dr. Annabelle will use diligent efforts to maintain in confidence and use only
for the purposes contemplated in this Agreement (i) the Company Confidential
Information, (ii) all information which a reasonable person would conclude is the
confidential and proprietary property of Company and which is disclosed by or on behalf
of Company to Dr. Annabelle, and (iii) the Data. The preceding obligations shall not
apply to Data, Company Confidential Information or information (ii) (a) which has been
published through no fault of Dr. Annabelle, (b) which Company agrees in writing, may
be used or disclosed, or (c) which is required to be disclosed to a medical provider in
connection with the proper medical treatment of a patient who participates in the Study,
when such treatment is deemed medically necessary by the Dr. Annabelle, provided
that any medical provider is informed by Dr. Annabelle of the confidential nature of the
Company Confidential Information
Compelled Disclosures. In the event the Dr. Annabelle (or any person to whom Dr.
Annabelle have transmitted the Company Confidential Information received hereunder)
is required by law or legal process to disclose any of such Company Confidential
Information, the Dr. Annabelle as applicable will (i) provide the Company with prompt
notice of such event so that the Company may take appropriate steps, including
intervening, to protect the confidentiality of the Company Confidential Information and
(ii) use reasonable efforts to obtain assurance that confidential treatment will be
afforded to the Company Confidential Information to be disclosed. Dr. Annabelle shall
furnish only that portion of the Company Confidential Information which is legally
required to be disclosed.
Publication. In connection with any Data or other information generated from the
services conducted hereunder by or on behalf of the Dr. Annabelle or other personnel
associated with this partnership, Company shall have the right to publish such Data and
information without approval from the Dr. Annabelle, and may do so in a timely manner
to meet obligations for such data disclosure under the Food and Drug Administration
Amendments Act (42 U.S.C. § 282) or any other applicable laws or regulations. Subject
to the terms of this Agreement, Dr. Annabelle shall have the right to publish the results
of the research and any background information provided by Company that is
necessary to include in any publication of research results or necessary for other
scholars to verify such research results. Dr. Annabelle will include a statement that
creation of the Data was supported in part by Company. Prior to submission for any
public disclosure of the Data or results generated in accordance with this Agreement,
including but not limited to disclosure of manuscripts, abstracts, posters and other
materials (hereinafter, “Publication”), Dr. Annabelle shall provide the Company with at
least sixty (60) days for review of the Publication. Upon request, Company, Dr.
Annabelle will arrange expedited reviews for abstracts, poster presentations or other
materials as appropriate. Notwithstanding the foregoing, no Publication that
incorporates Company Confidential Information will be submitted for publication without
Company’s prior written consent.
If Dr. Annabelle is invited to participate as an author of a manuscript for publication, Dr.
Annabelle shall meet the criteria established by International Committee of Medical
Journal Editors ("ICMJE") guidelines and shall have opportunity to guide, review, and
modify the scientific manuscript throughout the development process. As an author, Dr.
Annabelle shall help ensure that the scientific manuscript is objective and unbiased.
Moreover, the final version of the scientific manuscript shall include a disclosure of
Company’s involvement in the preparation of the scientific manuscript, consistent with
the ICMJE guidelines.
If Dr. Annabelle is not chosen as author, then Company shall ensure that Dr. Annabelle
grants permission to be acknowledged in a Publication as contributing to the Data
collection for the study. If Dr. Annabelle does not wish her name to appear as part of the
acknowledgments, she shall submit this request in writing to Company.
Registration and Related Information. Prior to the initiation of enrollment, Company shall
have the right to register and provide any information that is: (i) required to be registered
by Company pursuant to and in accordance with the Food and Drug Administration
Amendments Act (42 U.S.C. § 282) or any other applicable laws and regulations; (ii)
required by the ICMJE for studies intended to be published in the international peer-
reviewed literature (http://www.icmje.org); or (iii) from company Companied trials of both
investigational and marketed medicines and products that are adequately-designed and
well-controlled (21 CFR 314.126), whether or not required by (i) or (ii) of this section
above. Registration will, at a minimum, be to the United States National Library of
Medicine website designed for this purpose at www.clinicaltrials.gov.
Patents. All rights to any discovery or invention, whether patentable or not, conceived
and/or reduced to practice as a result of the work conducted under this Agreement (an
“Invention”) shall belong to Company. Dr. Annabelle hereby assigns to Company or its
designee, the sole and exclusive ownership of all Inventions. Company shall have the
sole right, but not the obligation, to file, prosecute and enforce any patents related to
any Invention. Dr. Annabelle shall promptly disclose to Company any Invention. Dr.
Annabelle shall execute all documents necessary to transfer all right, title and interest in
and to any Invention or discovery to Company.
Nothing set forth in this Agreement shall affect the ownership or any right, title, or
interest in any inventions, any patents and patent applications related to any inventions
that exist on the Effective Date.
20. Partnership Losses Due to Partner’s Individual Liabilities
Each Partner agrees to indemnify and hold harmless the other Partners and the
Partnership from and against all losses, costs, damages, claims, liabilities or expenses
(including attorneys’ fees incurred with an attorney of the indemnitee’s choice) arising
out of, resulting from, or in connection with personal obligations or liabilities of any
Partner. In the event the Partnership is made a party to any litigation, or otherwise
incurs any losses or expenses as a result of, or in connection with, personal obligations
or liabilities of any Partner, and in particular any charging order, such Partner shall
reimburse the Partnership for all such reasonable expenses incurred, including
attorneys’ fees incurred with an attorney of the Partnership’s choice, and the capital
account of such Partner in the Partnership shall be charged therefor.
21. Financial Data
Each Partner shall furnish any financial data with respect to itself, if any, as reasonably
required in connection with the procuring of financing for the Partnership’s business,
including the acquisition of real property or other asserts.
22. Additional Documents
Each Partner agrees to execute with acknowledgement and affidavit if required, all
documents and writings including financing agreements and financial statements which
may be necessary, expedient, or required for the creation of the Partnership and the
achievement of its purposes.
23. Counterparts and Execution
This Partnership Agreement may be executed in multiple counterparts, each of which
shall be deemed an original agreement, and all of which shall constitute one agreement.
24. Notices
Any notices required or permitted to be given hereunder to any Partner shall be deemed
given when mailed postage prepaid via registered or certified United States mail,
addressed to the Partner at the address of such Partner shown adjacent to its signature
to this Agreement, or at such other address as may be specified by the Partner by
notice duly given to all other Partners.
25. Conflict
It is the intention and agreement of the Partners hereto that this entity shall be and
constitute a partnership and nothing else. in the event that at any time anything in this
agreement shall be in conflict with government rulings, laws, regulations, or decisions
relating to federal income taxes as they may apply to the organization and conduct of a
partnership, such laws, rulings, regulations or decisions, as the case may be, shall
prevail, it being the intention of the Partners that this Partnership shall, for tax purposes,
operate within the framework thereof.
26. Severability
In the event that any provisions of this agreement shall be determined to be invalid or
unenforceable, prohibited by the laws of the State or place where it is performed, this
agreement shall be considered divisible as to such provisions, and such provisions shall
be inoperative and shall not be a part of the consideration moving from any part to the
other, and the remaining provisions of this agreement shall be valid and binding and of
like effect as though such invalid, unenforceable, or prohibited provisions were not
included herein.
27. Arbitration
In the event of any dispute or disagreement between any of the Partners affecting the
Partners’ respective rights in the Partnership or the interpretation of this Agreement, the
disputing Partners shall set forth their respective positions and disagreements in writing
and give notice of the same to each other, and make a good faith effort to resolve the
dispute or disagreement. If the dispute is not settled at the expiration of fifteen (15) days
from the time such notice is received, then the entire matter shall be submitted to
binding arbitration. The arbitration shall be conducted under the rules set forth in the
Code of Civil Procedure of the State of California, except to the extent that the parties at
that time may agree upon other rules.
The arbitrator shall be bound to the strict interpretation and observance of the terms of
this Agreement. The successful party to any arbitration shall be awarded all costs and
attorney’s fees attributable to the arbitration and the dispute or controversy to which it
relates.
28. Governing Law
This agreement is executed at San Bernardino, California, and intended to be
performed in the State of California, and the laws of said State shall govern its
interpretation and effect.
29. Attorneys’ Fees
In the event arbitration or litigation is necessary to enforce any of the provisions of this
agreement, the prevailing party therein shall be entitled to all costs and reasonable
attorney’s fees incurred in connection therewith.
30. Entire Agreement
This instrument contains the entire agreement of the parties relating to the rights
granted and obligations assumed by this agreement. Any oral representations or
modifications concerning this instrument shall be of no force or effect unless contained
in a subsequent writing signed by the party to be charged therewith.
This agreement may be amended at any time and from time to time, but any
amendment must be in writing and signed by each person who is then a Partner.
31. Captions
All sections, titles or captions contained in this Agreement are for convenience only and
shall not be deemed a part of this Agreement.
32. Binding on Successors
Subject to the restrictions against transfer as herein contained, this Agreement shall
inure to the benefit of and shall be binding upon the assigns and successors in interest
of each of the parties hereto.
33. Waiver
No waiver of any provision of this Agreement shall be deemed to be or constitute a
continuing waiver of any other provision unless otherwise expressly provided in writing.
34. Interpretation
This Agreement shall not be interpreted in favor of or against any Partner because that
Partner or that Partner’s legal counsel drafted this Agreement, but, rather, it shall be
interpreted as if all Partners contributed equally to its preparation.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement
under seal as of the day and year first above written.
XXX
By:
Its:
Date:
Signature:
Dr. XXX
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