This Partnership Agreement (“Agreement”) is made on [DATE] by and between XXXX with a mailing address of [ADDRESS], and KKKK, with a mailing address of [ADDRESS], collectively referred to as the “Partners”, to establish a partnership in the state of KKKK.
RECITALS:
WHEREAS, XXXX and KKK (the “Partners”) desire to form a partnership (the “Company”) for the purpose of conducting business in the State of KKKK.
WHEREAS, The Partners desire to enter into this Agreement to define their respective rights and obligations as partners in the Company.
WHEREAS, The Partners agree that this Agreement shall govern the operation of the Company and the relationship between the Partners.
WHEREAS, The Partners acknowledge that the success of the Company will depend upon their mutual efforts and cooperation.
WHEREAS, The Partners acknowledge that they have read and understood the terms of this Agreement and have voluntarily executed it as of the date first written above.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Name and Business Purpose:
- The name of the partnership shall be [INSERT NAME], and it shall be known as the “Company.”
- The business of the partnership shall be [INSERT BUSINESS PURPOSE], including but not limited to [INSERT SPECIFIC PRODUCTS/SERVICES].
- The Company shall conduct business in the state of Florida and any other location agreed upon by the Partners.
- Term:
- This partnership shall commence on [INSERT DATE], and shall continue for as long as the Company is in operation, unless terminated earlier in accordance with the terms of this Agreement.
- The Company shall be considered to be in operation as long as it continues to engage in its business activities, as set forth in this Agreement, and until the Partners mutually agree to dissolve the Company.
- Dispute Resolution:
- In the event of any dispute between the Partners arising out of or related to this Agreement, the Partners shall first attempt to resolve the dispute through good-faith negotiations. If the Partners are unable to resolve the dispute through negotiation, either Partner may initiate mediation proceedings by providing written notice to the other Partner. The mediation shall be conducted in accordance with the rules of the American Arbitration Association and shall take place in Florida.
- If the dispute is not resolved through mediation, the Partners agree to submit the dispute to arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [INSERT LOCATION], and the decision of the arbitrator(s) shall be final and binding on both Partners. The costs of any mediation or arbitration shall be shared equally by the Partners, unless the arbitrator(s) determine otherwise. This clause shall not prevent either Partner from seeking equitable relief from a court of competent jurisdiction.
- Place of Business:
- The principal place of business of the Company shall be at [INSERT ADDRESS], in the state of XXXX.
- The Partners may establish additional offices or facilities at such other locations as they may mutually agree upon.
- Termination:
- This Agreement may be terminated by mutual agreement of the Partners. In addition, this Agreement may be terminated by either Partner for cause, including but not limited to, the following reasons:
- illegal drug use by the other Partner;
- money laundering by the other Partner;
- unauthorized use of Company vehicles by the other Partner; and
- theft by the other Partner. The Partner seeking termination for cause shall provide written notice to the other Partner, specifying the reason for termination.
- This Agreement may be terminated by mutual agreement of the Partners. In addition, this Agreement may be terminated by either Partner for cause, including but not limited to, the following reasons:
- Capital Contributions:
- Each Partner shall contribute to the capital of the Company in accordance with the terms and conditions set forth in a separate agreement between the Partners.
- If one Partner contributes more than the other, any excess amount shall be repaid by the other Partner within 90 days, with the repayment amount equal to half the excess contribution.
- The capital contributions of the Partners shall be used solely for the benefit of the Company.
- Intellectual Property:
- Currently, there is no intellectual property that needs to be protected. However, if any intellectual property is developed or acquired by the Company in the future, the Partners agree to enter into a separate agreement to protect such property.
- The Partners agree that any intellectual property developed or acquired by the Company shall be the property of the Company, and neither Partner shall use or disclose such property except as authorized by the Company.
- Management and Authority:
- The Partners shall have equal rights in the management of the Company, with each Partner having one vote on all matters. The Partners shall jointly and actively participate in the management of the Company and will execute all documents and take all actions necessary to carry out the business of the Company.
- The Partners shall consult with each other on all major business decisions, including but not limited to decisions related to the hiring or firing of employees, acquisition of new assets or investments, entering into contracts, and determining the salaries of employees. The Partners shall not take any action that is contrary to the interests of the Company. Any decision of the Partners shall require the approval of both Partners, and shall be documented in writing and signed by both Partners. If a decision cannot be reached, the matter shall be resolved through the dispute resolution mechanism set forth in this Agreement.
- Profits and Losses:
- The profits and losses of the Company shall be shared equally between the Partners. The Partners shall be entitled to receive distributions from the profits of the Company in accordance with their percentage of ownership. The Partners shall also be responsible for contributing equally to the losses of the Company.
- The Partners shall receive regular financial reports from the Company, including monthly balance sheets, income statements, and cash flow statements. The reports shall be prepared by the Company’s accountant and shall be delivered to the Partners no later than [INSERT DATE] of each month. The Partners shall have the right to inspect the Company’s books and records at any time upon reasonable notice to the other Partner. The Company’s books and records shall be maintained at the Company’s principal place of business, and shall be made available to the Partners for inspection during normal business hours.
- Accounting and Records:
- The Partners shall maintain accurate books and records of the Company’s transactions and financial condition in accordance with generally accepted accounting principles. The books and records shall be kept at the principal place of business of the Company and shall be open to inspection by the Partners at all reasonable times. The Partners shall have the right to examine and make copies of any of the Company’s books and records.
- The Partners agree to maintain strict confidentiality of all financial information of the Company, including but not limited to financial statements, tax returns, and other financial data. The Partners shall not disclose any financial information to any third party without the prior written consent of the other Partner, unless required by law or court order. The Partners shall take all necessary steps to safeguard the confidentiality of the Company’s financial information, including the use of passwords and encryption as appropriate.
- Withdrawal and Expulsion:
- No Partner may withdraw from the Company without the consent of the other Partner. A Partner may be expelled from the Company for cause, including but not limited to, the following reasons:
- breach of this Agreement;
- illegal conduct;
- gross negligence; and
- bankruptcy or insolvency.
- The Partner seeking expulsion shall provide written notice to the other Partner, specifying the reason for expulsion. If a Partner is expelled for cause, that Partner shall forfeit their interest in the Company, and the remaining Partner shall have the right to purchase that interest at fair market value.
- No Partner may withdraw from the Company without the consent of the other Partner. A Partner may be expelled from the Company for cause, including but not limited to, the following reasons:
- Insurance:
- The Company shall maintain appropriate insurance coverage, including but not limited to, liability insurance, property insurance, and workers’ compensation insurance.
- Confidentiality:
- The Partners agree to maintain the confidentiality of all business information and trade secrets of the Company, including but not limited to customer lists, pricing information, marketing strategies, and any other proprietary information. The Partners shall not use or disclose any such information to third parties without the prior written consent of the other Partner, except as required by law or court order.
- The Partners shall take all necessary steps to safeguard the confidentiality of the Company’s information, including the use of passwords and encryption as appropriate. The Partners shall inform their employees, agents, and representatives of the confidential nature of the Company’s information and shall take all necessary steps to ensure that such individuals also maintain the confidentiality of the Company’s information.
- The Partners acknowledge that any breach of this confidentiality provision may cause irreparable harm to the Company and that the Company may seek injunctive relief to prevent any such breach, in addition to any other legal remedies that may be available.
- Notices:
- Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been properly given if delivered personally or sent by certified mail, return receipt requested, to the address of the respective Partner.
- Entire Agreement:
- This Agreement constitutes the entire agreement between the Partners and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
- Governing Law:
- This Agreement shall be governed by and construed in accordance with the laws of the state of KKKK.
- Amendment:
- This Agreement may be amended only by a written instrument executed by both Partners.
IN WITNESS WHEREOF, the Partners have executed this Partnership Agreement as of the date first above written.
XXXX ___________________________
Date: ___________________________
KKKK ___________________________
Date: ___________________________
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