PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT is made and entered and effective as of [insert date],
between Derek Bacon (Partner 1), whose address for the purposes of this agreement shall be
[insert your address], Joseph Oesi (Partner 2), whose address for the purposes of this
agreement shall be [insert party’s address] and the Ivory Coast Miners (Partner 3) whose
address for the purposes of this agreement shall be [insert address].
Derek Bacon, Joseph Oesi and Ivory Coast Miners 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.”
1.2 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 Wyoming
1.3 Business Purpose. The principal place of business shall be [insert address]
1.4 Name. The activities and business of the Partnership shall be conducted under the name
of “Prosperity for Africa” in Wyoming. Prosperity for Africa is a Mining Company.
1.5 Term of the Agreement. The term of this Agreement shall be for a term of 20 years
commencing on the [insert date] and continuing until the [insert date] unless terminated
earlier in accordance with this agreement.
1.6 Termination of the Agreement: The termination of the partnership shall be completed upon
the affirmative vote of all the partners to the 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. Derek Bacon has contributed 33.33% of the business in the partnership amounting
to $[insert amount] while;
ii. Joseph Oesi has contributed 33.33% of the business in the partnership amounting to
$ [insert amount]
iii. Ivory Coast Miners has contributed 33.33% of the business in the partnership
amounting to $ [insert amount]
iv. After the repayment, all parties shall own a third of the business.
v. The parties to the partnership shall share the profits gained equally unless otherwise
specified under the terms of this agreement.

ARTICLE III OBLIGATIONS OF THE PARTNERS
3.1 Obligations. The Parties will have joint responsibility for financial decisions and
expenditures of the Business.
3.2 [insert partner name] 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.
3.1.3 Responsibilities of the partners
vi. Derek Bacon shall be responsible for the financial aspect of the company’s
operations.
vii. Joseph Oesi shall be responsible for the technical and marketing aspect of the
company’s operations while
viii. Ivory Coast Miners shall be responsible for the attainment of permits and proper
authorization of the company’s operations in the physical mines in Africa

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: 33.33% to Derek Bacon, 33.33% to Joseph Oesi, and 33.33% to Ivory
Coast Miners.
4.2 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. 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.
5.2 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.
5.3 Derek Bacon shall be in charge of the financial aspect of the company’s operations, he shall
make sure that financing is provided to the mines to promote the company’s operations;
Joseph Oesi shall be in charge of the technical and marketing aspects of the company’s
operations and the Ivory Coast Miners shall be in charge of matters relating to the
application and attainment of permits to the physical mines in order to facilitate the
company’s objectives.

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 Wyoming

ARTICLE VII PAYMENT OF EXPENSES
7.1 Expenses. All expenses of the Business shall be paid by [insert your name] 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 [insert name of
the other party] by [insert your name] 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.
8.2 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, [insert address] 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 California.
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 date first
above written.
SIGNED by:
……………………………………………………………………………………………………….
Derek Bacon
I CERTIFY that the above-named Derek Bacon appeared before me on the ……………… day of
…….…………………………….20……… acknowledged the above signatures or marks to be
theirs and that they have freely and voluntarily executed this instrument and understood its
contents.
Signature of Witness: ……………………………………………….
Name: .………………………………………………
Address: ……………………………………………….
Occupation: ATTORNEY

SIGNED by:
………………………………………………………………………………………………………
Joseph Oesi

I CERTIFY that the above-named Joseph Oesi appeared before me on the ……………… day of
………………………………………. 20…………. acknowledged the above signatures or marks to
be theirs and that they have freely and voluntarily executed this instrument and understood its
contents.
Signature of Witness: ……………………………………………….
Name: ……………………………………………….
Address: ……………………………………………….
Occupation: ATTORNEY

SIGNED by:
………………………………………………………………………………………………………
[insert name of Partner]
Ivory Coast Miners
I CERTIFY that the representatives of the above-named IVORY COAST MINERS appeared
before me on the ……………… day of ………………………………………. 20………….
acknowledged the above signatures or marks to be theirs and that they have freely and
voluntarily executed this instrument and understood its contents.
Signature of Witness: ……………………………………………….
Name: ……………………………………………….
Address: ……………………………………………….
Occupation: ATTORNEY

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