[INSERT NAME OF PARTNERSHIP] PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT is made and entered and effective as of [insert date], between [insert
Partner 1’s details] ___________________________ and [insert Partner 1’s details]
______________________________. [insert partner 1 and Partner 2] 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 [insert your state].
1.2 Business Purpose. The principal place of business shall be [insert the address of the place of
business].
1.3 Name. The activities and business of the Partnership shall be conducted under the name of
“[INSERT NAME OF THE PARTNERSHIP]” in [insert state]. [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. Partner 1 shall contribute [insert details] to the partnership; while
ii. Partner 2 shall contribute [insert details] to the partnership; while
ARTICLE III OBLIGATIONS OF THE PARTNERS
3.1 Obligations. The Parties will have joint responsibility for financial decisions and expenditures of the
Business. [insert name of party] 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]
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:
[insert percentage] % to _________________________ and [insert percentage] % to
_________________________. 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. _________________________ 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. _________________________ will not make any decisions that would in any way be to
the detriment of _________________________. As such, any action taken shall constitute the act
of, and serve to bind, the Business. _________________________ 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 [insert state].
ARTICLE VII PAYMENT OF EXPENSES
7.1 Expenses. All expenses of the Business shall be paid by _________________________ 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 _________________________
by _________________________ 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 MISCELLANEOUS PROVISIONS
10.1 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.
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
[insert state].
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.
1. _________________________:
By:
/s/ _______________________
[insert name of representative]
Date: [insert date]
2. _________________________:
By:
/s/ _______________________
[insert name of representative]
Date: [insert date]
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