PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT

BETWEEN

____________________________________________________

 (“PARTNER 1”)

AND

______________________________________________________

(“PARTNER 2”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20…….,by __________________________________________and__________________________________ (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from ______________________until ___________________________.

2. THE NAME OF THE PARTNERSHIP

Partners shall carry on the partnership business under the name _______________________________.

3. PURPOSE OF THE AGREEMENT

The purpose of this partnership agreement is to engage in business for the mutual benefit of the Parties.

4. THE OFFICE

The principal business of the Partnership shall be the following address or such other place as is determined by the Partners;

5. CONTRIBUTION

Each Partner will show 50% contribution to be used by the Partnership to establish their position.

6. MANAGEMENT OF THE PARTNERSHIP

Subject to the limitations contained explicitly in this agreement, the Partners shall enjoy the total, exclusive, and absolute right, power, and authority to manage and control the Partnership and its property, assets, and business in equal portions. The Partners shall have all of the rights, powers, and authority conferred by law or under other provisions of this agreement. 

7. DISCLAIMERS

• This partnership supplements the existing agreement in the LLC. 
• The Company equity and stake is transferable after a vesting period, with legal notice and 6 months after partnership is dissolved.
• The Buyout amount shall be at the market price of shares with 15% interest which interest may be varied.
• A Partner shall be removed from the Partnership by a majority vote with ________days notice, legal reasoning, a formal warning, and negative performance within the company role. A severance shall be included with any removal of a Partner.
• Withdrawal shall occur when roles and responsibilities have been backfilled, for some amount or resource at a negotiated amount is delivered or legal Reasoning. 
• New Partners shall be added after a probationary period of service.  They must be approved, interviewed and vetted by majority of the Partners or the remaining Partners. They must agree to completing a form to determine a working agreement. 
• Upon death of a Partner, their shares shall be distributed to an additional entity of their choice but where no such entity is available, then their shares shall be made available for purchase to board members, at a 15% interest.  The Interest shall go directly to the deceased’s charity of choice and the remaining amount into their family account. 
• Subject to negotiations, Partner _______ must be able to have more than one venture to create opportunities for their evaluation or benefit outside of Taglineco.  They shall not hold more than 2 executive assignments during a predetermined term, or until their yearly salary, for any single executive position at TaglineCo or tangent venture is more than $250k.  They should also be able work for more than one corporation.

8. BUSINESS EXPENSES

The Partnership expenses are all to become payable on account of the Partnership. All losses incurred shall be paid out of the Partnership’s capital or the profits arising from the Partnership business, or, if both shall be deficient, by the Partners on a pro-rata basis, in proportion to their original contributions.

9. AUTHORITY

No Partner shall buy any goods or articles or enter into any contract on behalf of the Partnership without the prior consent in writing of the other Partner. If any Partner exceeds this authority, the other Partner shall have the option to take the goods or accept the contract on account of the Partnership or let the goods remain the sole property of the Partner who shall have obligated themself.

10. SEPARATE DEBTS

No Partner shall enter into any bond, become surety or cosigner, provide security for any person, Partnership, or corporation, or knowingly condone anything by which the Partnership property may be attached or taken in execution, without the prior written consent of the other Partner. Each Partner shall punctually pay the Partner’s separate debts and indemnify the other Partner and the capital and property of the Partnership against the Partner’s separate debts and all expenses relating to such separate debts.

11. BOOKS AND RECORDS

The Partners shall maintain books of account and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property. Each Partner shall have free access at all times to all books and records maintained relative to the Partnership business.

12. ACCOUNTING

The fiscal year of the Partnership shall be from __________________to___________________ [MONTH AND DAY] of each year. On the _____[DAY] of _____________[MONTH], commencing in _________[YEAR], and on the ________[DAY] of ______________ [MONTH] in each succeeding year, a general accounting shall be made and taken by the Partners of all sales, purchases, receipts, payments, and transactions of the Partnership during the preceding fiscal year, and of all the capital property and current liabilities of the Partnership. The general accounting shall be written in the Partnership account books and signed in each book by each Partner immediately after it is completed. After the signature of each Partner is entered, each Partner shall keep one of the books and shall be bound by every account, except that if any manifest error is found in an account book by any Partner and shown to the other Partners within one (1) month after the error shall have been noted by all of them, the error shall be rectified.

13. DIVISION OF PROFITS AND LOSSES

Profits shall be distributed based on business agreement, role, or legal agreement in place.   6% profits from ventures shall be directly to partners as partnership reward which shall be proportional to expenditures and spend for establishment of the business, and other expenses from individuals for the business. The partnership reward will increase over the partnership period and it shall be given for 1 year after termination of the Partnership.

Each Partner shall be entitled to 50% of all losses occurring in the course of the business unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the Parties, in which case the loss so incurred shall be made good by the Party through whose neglect or default the losses shall arise.

14. ADVANCE DRAWS

Each Partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the Partnership the terms of the agreement, giving the date, the amount to be drawn by the respective Partner, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on. The signatures of each Partner shall be affixed on the books of the Partnership. The total sum of the advanced draw for each Partner shall be deducted from the sum that the Partner is entitled to under the agreed distribution of profits.

15. EMPLOYEE MANAGEMENT

No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s consent.

16. RELEASE OF DEBTS

No Partner shall compound, release, or discharge any debt that shall be due or owing to the Partnership, without receiving the total amount of the debt, unless that Partner obtains the prior written consent of the other Partner to the discharge of the indebtedness.

17. NON-COMPETITION

Except as otherwise provided, for the duration of this agreement, and any subsequent agreement executed for the same or similar purpose, A Party will not consult with, represent, act on behalf of, or solicit sales for any competing company or any other business engaged in the same or substantially similar, business as the Partnership, within any geographic area in which the Partnership is then conducting such business.

Parties may, however conduct any business not related to the Partnership business or any other business as agreed upon by the Parties in writing.

18. INTELLECTUAL PROPERTY

Except as otherwise stated, any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to a Party during the subsistence of this agreement are the exclusive property of that Party.

19. PROHIBITION ON TRANSFER

Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Party. The consent shall not be unreasonably withheld.

20. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement without limiting the Court’s jurisdiction. Parties shall act in good faith to resolve the dispute.

21. TERMINATION

The Partnership shall be dissolved and its affairs shall be wound up upon the happening of either of the following:

1. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof; 
2. If one of the Partners commits an unapproved action or fails to fulfill their obligations under this agreement; or 
3. If re-signing doesn’t happen, the partnership agreement dissolves automatically.

• This agreement may be terminated at any time if both Parties agree to the termination in writing.

• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
• Upon termination of the Partnership, neither Partner shall be allowed to carry out business in the partnership name without the express consent of the other Partner.

22. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, signed by the Parties hereto and no oral agreement shall be effective. Specifically, this agreement will be changed or litigated quarterly, reviewed and resigned, yearly in yearly update meetings. 

23. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

24. CONFIDENTIALITY

The Parties shall not disclose, directly or indirectly to any other person, any information concerning this agreement, whether such information is stated to be confidential or not, without the other Party’s written permission.

25. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

26. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; Parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

27. NOTICES

Any notice required by this agreement or given in connection with it, shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

PARTNER 1: ___________________________________________

___________________________________________

PARTNER 2: ___________________________________________

 ___________________________________________

28. ENTIRE AGREEMENT 

This agreement contains the entire understanding of the Parties and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. Parties will exercise utmost good faith in this agreement.

29. COUNTERPARTS

This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

30. HEADINGS

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

31. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

32. GOVERNING LAW

This agreement shall be construed and enforced in accordance with the laws of the State of __________.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.

Signed by PARTNER 1 Signature: Name: Date:…………………………………………….……

Signed by PARTNER 2 Signature : Name: Date:…………………………………………….……