MEINSOHN (INC) S CORP. PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT is made and entered and effective as of
XXX, between XXX whose address for the purposes of this
agreement shall be [insert personal address] and XXX, whose address
is at [insert personal address], Florida, United States of America .XXX and
XXX are sometimes hereinafter severally referred to as a “Party” and collectively
referred to as the “Parties.”
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 Florida.
1.2 Business Purpose. The principal place of business shall be 1XXX
1.3 Name. The activities and business of the Partnership shall be conducted under the
name of XXX. The Licenses are EIN Number:
XXX. The partnership is a Is Logistic
services trucking and [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] and
shall continue in existence until the [insert date] or terminated earlier in accordance
with this agreement.
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. XXX shall contribute $12,000.00 to the partnership; while
ii. XXX shall contribute $12,000.00 to the partnership; while
iii. XXX and XXX agree that the startup costs and equipment will be
$46,000.00.
iv. XXX and XXX agree that both parties have full access to the bank
account belonging 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. JEFFREY 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. [insert the responsibilities of each party in relation to the Business]
XXX
i. Customer service;
ii. Driver for the company for the first year.
iii. [insert additional responsibilities]
XXX
i. Customer service;
ii. Management; and
iii. Accounting payroll
iv. [insert additional responsibilities]
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: 50% to JEFFREY and 50% to MICHAEL.
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. JEFFREY shall have the authority and discretion in the management and
control of the day-to-day operation of the business 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. JEFFREY will not make any
decisions that would in any way be to the detriment of MICHAEL. As such, any
action taken shall constitute the act of, and serve to bind, the Business. JEFFREY
shall manage and control the affairs of the Business to the best of his ability and
shall use his 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 Florida.
ARTICLE VII PAYMENT OF EXPENSES
7.1 Expenses. All expenses of the Business shall be paid by JEFFREY 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
MICHAEL by JEFFREY as and when requested.
7.2 Salary. The Parties agree that JEFFEREY would be getting paid 100% salary as his
time spent as a driver for the Partnership, however at any time MICHAEL
accompanies JEFFEREY in any delivery, the profits will then be split equally as
provided for under 4.01 above.
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 MISCELLANEOUS PROVISIONS
10.1 Books and Records. The Business shall keep adequate books and records at its
place of business, 150 3RD ST SW SUITE 108, WINTER HAVEN, FL 33880
setting forth a true and accurate account of all business transactions arising out of
and in connection with the conduct of the Business.
10.2 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.
10.3 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.
10.4 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.
10.5 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.
10.6 Applicable Law and Venue. This Agreement shall be construed and enforced
under the laws of the State of XXX
10.7 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.
By:
/s/ _______________________
XXX
Date: [insert date]
By:
/s/ _______________________
XXX
Date: [insert date]
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