THIS AGREEMENT is made on the …………..day of……….20…….,by the aforementioned Partnersof ________________________________________________________________addresses (collectively referred to as “Partners” or individually as “Partner”) and includes that Partner’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, Partners agree to the following terms and conditions and to be bound thereby:
- COMMENCEMENT AND DURATION
This agreement shall be valid from ______________________until ___________________________.
- THE NAME OF THE PARTNERSHIP
Partners shall carry on the Partnership business under the name _______________________________.
- PURPOSE OF THE AGREEMENT
The purpose of this Partnership agreement is for the Partners to work together for mutual business profit. Every Partner agrees to provide exceptional service to clients sent to them. That client becomes their client, and they must procure all insurance required by law. The Partners shall provide one or two educational materials / human interaction/social media ideas every other month.
- THE OFFICE
The principal business of the Partnership shall be the following address or such other place as is determined by the Partners;
Each Partner will show equal contribution to be used by the Partnership to establish their position.
- 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.
- 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.
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.
- 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.
- 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.
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.
- DIVISION OF PROFITS AND LOSSES
Each Partner shall be entitled to the equal distribution of net profits of the Partnership. All losses occurring in the course of the Partnership shall be borne in the same proportion unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the Partners, in which case the loss so incurred shall be made good by the Partner through whose neglect or default the losses shall arise:
- 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.
- EMPLOYEE MANAGEMENT
No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s consent.
- 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.
Except as otherwise provided, for the duration of this agreement, a Partner will not directly or indirectly
solicit for any competing company or any other business engaged in the same or substantially similar business as the Partnership.
- INTELLECTUAL PROPERTY
Except as otherwise stated, any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to a Partnership during the subsistence of this agreement are the exclusive property of that Partnership.
This included but is not limited to the business trademark.
- PROHIBITION ON TRANSFER
Neither Partner shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Partner. The consent shall not be unreasonably withheld.
- DISPUTE RESOLUTION
Disputes under this agreement shall be settled through Negotiation.
- The Partnership shall be dissolved, and its affairs shall be wound up after the sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof.
- A Partner may be removed from the Partnership for, among others, failure to provide great service to the clients sent to them.
- The termination of this agreement shall not discharge the liabilities accumulated by either Partner.
- Any Clauses intended by the Partners or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
- ADDITIONS, ALTERATIONS, OR MODIFICATIONS
Where it shall appear to the Partners 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 Partners will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, signed by the Partners hereto, and no oral agreement shall be effective.
- FORCE MAJEURE
For this agreement, “Force Majeure” means an event which a diligent Partner could not have reasonably avoided in the circumstances, which is beyond the control of a Partner 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 Partner’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this agreement, provided that the Partner has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
The Partners 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 Partner’s written permission.
- 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 Partner 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.
Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; Partners may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.
The Partners shall be served through the addresses they have provided above(including email), in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, and either Partner may change their addressees by reasonable notice in writing given to the other Partner.
- ENTIRE AGREEMENT
This agreement contains the entire understanding of the Partners, and there are no commitments, agreements, or understandings between the Partners other than those expressly set forth herein. Partners will exercise utmost good faith in this agreement.
This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
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.
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.
- Governing Law
This agreement shall be construed and enforced in accordance with the laws of the State of Massachusetts without regard to its conflicts of law provisions.
IN WITNESS WHEREOF, the Partners have executed this agreement, as set below.
Partner’s name Signature Date
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