THIS PARTNERSHIP AGREEMENT is made on the …………. day of……….20……., entered into by the Partners (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
Partners desire to join together for the pursuit of common business goals.
Partners have considered various forms of joint business enterprises for their business activities.
Partners desire to enter into a Partnership agreement as the most advantageous business form for their mutual purposes.
In consideration of the mutual promises contained in this agreement, Partners agree as follows:
APPLICATION OF TERMS AND THE PERFORMER UNDERSTANDING
Save as may otherwise be provided in this agreement, Partners are only prepared to deal with each other per the terms and conditions set out in this agreement.
If any ambiguity is found in the agreement or various documents forming this agreement, the Partners shall issue any necessary clarification or instruction.
This agreement may be executed in counterparts, and all counterparts executed shall constitute one agreement that shall bind all parties hereto.
All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
Parties shall exercise utmost good faith under this agreement.
DURATION OF AGREEMENT
The term of this agreement shall be valid from the date of execution until__________________________. Parties may renew this contract as per the terms agreed between them.
PURPOSE OF THE AGREEMENT
The primary purpose of this Partnership agreement is to maximize the Parties’ profits through among others Premier’s expertise, pricing, sales systems, project management processes, proof of concept, and labor force.
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 (50 %) each to be used by the Partnership to establish their position.
RIGHTS AND OBLIGATIONS OF THE PARTIES
• A Partner’s obligation will be construed as the other Party’s right and vice versa.
Subject to the limitations specifically contained in this agreement, the Partners shall have enjoy full, exclusive and absolute right, power and authority to manage and control the Partnership and its property, assets and business thereof in equal portion. The Partners shall have all of the rights, powers and authority conferred by law or under other provisions of this agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, to:
Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property;
Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets;
Sue, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration;
File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof or any other aspect of the Partnership business; and
Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deemed reasonable and proper; and perform any and all other acts deem necessary or appropriate to the Partnership business.
Each Partner shall have their businesses continue operating individually and as separate entities save for the purpose of giving effect to the rights and obligations stated in Clause 8 of this agreement.
All jobs have to be run through Premier and Hudson Highlands Property Maintenance.
If a Partner wants to sell their stake in the Partnership, they have to guide the next person for at least a month.
Upon termination of the Partnership, neither Partner shall be allowed to interfere with thePartnership’s relationship with, or endeavor to entice away from the Partnership, the Partnership’s clients or any person who had a material business relationship with the Partnership in the duration of this agreement without the express consent and approval of the other Partner.
Any intellectual property and associated rights owned or developed by the Partners solely or jointly with others, before the subsistence of this agreement, are the Partner’s exclusive property.
In the utilization of Premier resources, Premier shall get primary resource allocation
No Partner shall receive any salary from the Partnership.
A Party’s failure to fulfill its obligations due to events beyond their control e.g force majeure or accidents shall not be considered as 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.
The rent of the buildings where the Partnership business shall be carried on, and the cost of repairs and alterations, all rates, taxes, payments for insurance, marketing, salesman, fees and other expenses in respect to the buildings used by the Partnership, and the wages for all persons employed by the Partnership are all to become payable on the account of the Partnership. All losses incurred shall be paid out of the capital of the Partnership 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 which shall be 50% each.
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 to let the goods remain the sole Property of the Partner who shall have obligated himself or herself.
No Partner shall enter into any bond, or become surety or cosigner, or 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
Books of account shall be maintained by the Partners, and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property of the Partnership. The books of account and all records of the Partnership shall be retained at the principal place of business. 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 50% of the net profits of the business, and all losses occurring in the course of the business 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.
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 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 Partner is entitled to under the agreed distribution of profits.
No Partner shall hire or dismiss any person in the employment of the Partnership without the consent of the other Partner.
RELEASE OF DEBTS
No Partner shall compound, release, or discharge any debt that shall be due or owing to the Partnership, without receiving the full amount of the debt, unless that Partner obtains the prior written consent of the other Partners to the discharge of the indebtedness.
PROHIBITION ON TRANSFER
A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of the other Partner, and any such prohibition transfer, if attempted, shall be void and without force or effect.
If any differences shall arise between the Partners as to their rights or liabilities under this agreement, or under any instrument made in furtherance of the Partnership business, the difference shall be determined and the instrument shall be settled by a qualified Arbitrator agreed by the parties in writing, and the decision shall be final as to the contents and interpretations of the instrument and as to the proper mode of carrying the provision into effect. Nothing in this section shall be construed as limiting the court’s jurisdiction. Parties shall act in good faith to resolve the dispute.
The Partnership shall be dissolved and its affairs shall be wound up upon the happening of either of the following:
The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof; or
If one of the Partners commits an illegal, unapproved action or fails to fulfill their obligations under this agreement.
This agreement may be terminated at any time if both Parties agree to the termination in writing.
Otherwise than for breach, either Party may terminate this agreement upon giving the other Party no less than 30 days’ notice 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.
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, and no oral agreement shall be effective.
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 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.
The Partners shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Partnership, whether such information or matter is stated to be confidential or not, without the express written permission of the Partners. Such information includes but is not limited to pricing, workers, systems and trade secrets.
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.
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.
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 addresses already specified in this agreement.
Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this 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. This agreement shall not be altered, waived, modified, or amended except in writing signed by the Parties hereto.
This agreement shall be construed and enforced in accordance with the laws of the State of __________.
IN WITNESS WHEREOF, the parties have executed this Partnership agreement at__________________________________________________ [designate place of execution] at the day and year first above written.
Signed by the duly authorized representative of PREMIER
Signed by the duly authorized representative of Hudson Highlands Property Maintenance
Print Name and Title
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )