PARTNERSHIP AGREEMENT
BETWEEN
PREMIER CONSTRUCTION FAMILY LLC
AND
HUDSON HIGHLANDS PROPERTY MAINTENANCE
____________________________________________________________________________________
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.
RECITALS
A. Partners desire to join together for the pursuit of common business goals.
B. Partners have considered various forms of joint business enterprises for their business activities.
C. Partners desire to enter into a partnership agreement as to the most advantageous business form for mutual purposes.
In consideration of the mutual promises contained in this agreement, Partners agree as follows:
1.) 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 its terms, provided that the Parties append their signatures on the documents.
•Parties shall exercise utmost good faith under this agreement.
2.) DURATION OF AGREEMENT
The term of this agreement shall be valid from ____________________until_______________________. Parties may renew this contract as per the terms agreed between them for a term of 2 years. (See disclaimers, to fully leave partnership, Hudson highlands property Maintenance must train two new partners to partner with Premier Construction Family LLC. Duration of agreement does not effect equity percentages. Equity can only be bought out.)
3.) PURPOSE OF THE AGREEMENT
The primary purpose of this Partnership agreement is to maximize the Parties’ profits through, among others, Premier Construction Family LLC’s (a parent company) expertise, pricing, sales systems, project management processes, proof of concept, and labor force.
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 equal contribution (50 %) each to be used by the Partnership to establish their position. (Premier Construction Family LLC’s (a parent company) upfront contribution of expertise, pricing, sales systems, project management processes, proof of concept, and labor force is considered 50%. Premier is to be considered a mostly silent party because of the nature of the value it brings to the table.)
6.) ROYALTY
Hudson Highlands Property Maintenance shall pay Premier Construction Family LLC a royalty fee of 10% for all residential remodeling jobs notwithstanding the entity in which those jobs are run through. This royalty fee shall be paid on _____________________________.
- OVERDUE PAYMENT
Hudson Highlands Property Maintenance shall pay Premier Construction Family LLC an overdue payment of $10,000 on work previously done on _________________.
8) RIGHTS AND OBLIGATIONS OF THE PARTIES
• A Partner’s obligation will be construed as the other Party’s right and vice versa.
• The Parties shall be responsible for all accounting for their respective business.
Premier Construction Family LLC shall provide:
a) Video training series;
b) Labor force (Partner may optionally recruit labor force as well);
c) Pricing System;
d) Sales and production system conceptual processes;
e) Access to conceptual ideas; and
f) General mentorship and training at Premier Construction Family LLC discretion. During 1st week of opening, 6 personal training days will be offered. Premier Construction Family LLC may offer additional weeks of training at its own discretion.
Hudson Highlands Property Maintenance shall provide:
a) All legwork;
b) All Phases of Marketing;
c) All Phases of Sales; and
d) All phases of Production management.
9.) MANAGEMENT OF THE PARTNERSHIP
Subject to the limitations specifically contained in this agreement, the Partners shall enjoy the full, exclusive, and absolute right, power, and authority to manage and control the Partnership and its property, assets, and business in equal portions(50%/50%). 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:
a. 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(Parties may individually use their own proportionate profit to reinvest back into the business. New investments that are to be funded with mutual company funds unrelated to profit that each Party may have exclusive right to, must be voted and agreed on, otherwise Parties may only reinvest back into the business with their own proportion of the profit or own funds.) ;
b. (Upon Vote and mutual agreement between parties), borrow money, issue evidence 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;
c. Sue, defend or compromise any claims or liabilities in favour of or against the Partnership and to submit any or all such claims or liabilities to Arbitration (Legal costs must be mutually agreed upon between Parties,otherwise lawsuits may be paid for with applicable Party’s proportionate profit or own funds.;
d. File applications, communicate and otherwise deal with any 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 (Retained services must be mutually agreed on, otherwise retained services may only be paid for with applicable Party’s proportionate profit share or own funds); and
e. 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 all other acts deem necessary or appropriate to the Partnership business. (Retained services must be mutually agreed on, otherwise retained services may only be paid for with applicable Party’s proportionate profit share or own funds)
•Unless otherwise stated in this agreement, Hudson Highlands Property Maintenance shall not access Premier Construction Family LLC’s property, e.g. assets, marketing, sales or production.
10.) DISCLAIMERS
• Each Partner shall have their businesses continue operating individually and as separate entities save to give effect to the rights and obligations stated in this agreement.
•Jobs unrelated to home improvement, construction, or building do not fall under the rules of this agreement.
• All jobs have to be run through Hudson Highlands Property Maintenance for liability purposes, but the Partnership prevails otherwise. Premier Construction Family LLC is entitled to 50% profits via profit check and may request to run jobs through Premier Construction Family LLC from time to time to initiate quick increasing Cashflow technique, for credit lines and other purposes hence assuming ultimate Insurance liability for those jobs in that circumstance.
• The Party that shall run the jobs (By default Hudson Highlands Property Maintenance) shall be responsible for filing the sales tax and assume all sales tax liability. The sales tax cost will be calculated in the jobs and will be considered a cost of the job. Sales tax will be paid out as a percentage of the deposit or money received from the customer.;
• Of the 50% deposit received from the customer, 50% predicted profit payout will be received by both Parties.
• Premier Construction Family LLC shall split marketing costs, insurance, and employee/worker overhead costs. Overhead does not include any other currently existing bills. (Such as truck payments, existing loans, ect.). Future employee/worker/1099/ freelancing overhead must be approved by Parties in writing.
• Hudson Highlands Property Maintenance is prohibited from running jobs on the side through any other entities, partnerships, companies or asking for a fee/sales commision. If Hudson Highlands Property Maintenance breaches this provision of this agreement, they shall be liable to pay a fine of $10,000 for each breach. However, this penalty may vary at the discretion of the Premier Construction Family LLC in the event that it has suffered a larger or smaller loss, due to the breach, depending on the damages caused. Premier Construction Family LLC can, however, run jobs through other companies. Parties may waive this condition in writing, or may waive this condition for specific jobs in writing and mutual agreement.
•If a Party breaches any of the provision of this agreement, they shall be liable to pay a fine for each breach. However, this penalty may vary at the discretion of the other Party that has suffered a loss due to the breach depending on the damages caused.
• In the utilization of Premier Construction Family LLC resources, Premier Construction Family LLC shall get primary resource and labor allocation.
• Partners shall not receive any salary from the Partnership. Profit pay to be documented as a 1099 and not as a weekly pay or employee/W2 pay. Profit pay to be paid out via check.
• Premier Construction Family LLC shall own 50% equity of Hudson Highlands Property Maintenance.
• After two years, a Party may reduce the 50%/50% profit split to 20% for Premier Construction Family LLC and 80% for Hudson Highlands Property Maintenance. Still, they have to bring another company onboard into the Premier Construction Family LLC Franchise, have the new company sign a 2 year agreement, and train them for two months on Premier Construction Family LLC’s university system. New Company Must Have two consecutive months of $50,000 revenue or larger at 50% margin as well. (Or $25,000 in profit per month). They will also receive 5% equity from the new company that they bring on, and 5% residual profit share. In the event that the company wishes to fully leave partnership, the company must bring another (2nd) company onboard into the Premier Construction Family LLC partnership system, have the new company sign a 2 year agreement, and train them for two months on Premier Construction Family LLC’s university system. New Company Must Have two consecutive months of $50,000 revenue or larger at 50% margin as well. (Or $25,000 in profit per month) They will also receive 5% equity from the 2nd new company that they bring on, and 5% residual profit share. This essentially will allow Hudson Highlands Property Maintenance to no longer be liable for profit sharing through Hudson Highlands Property Maintenance or through Original partnership. This however does not affect equity and equity is treated as seperate. Hudson Highlands Property Maintenance may offer to purchase equity at any time. Execution of equity purchase does not effect profit share agreement or timeline.
• All workers that Premier Construction Family LLC network fall into the realm of Premier Construction Family LLC ownership.
• Hudson Highlands Property Maintenance may get new talent, but such talent shall fall under Premier Construction Family LLC and shall be put into the installers list.
• Hudson Highlands Property Maintenance May decide to hire its own labor aside from provided labor by Premier Construction Family LLC. This does not dismiss Hudson Highlands Property Maintenances duty and obligation to bring all jobs through partnership and split profit. Access to conceptual systems is invaluable in this agreement and is recognized by both parties.
• If a Partner wants to sell their stake in the Partnership, they have to guide the next person for at least two months.
•Upon termination of the Partnership by a Partner, they shall not be allowed to interfere with the Partnership’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.
11.) CONFIDENTIALITY AND NON-DISCLOSURE
- As a result of the partnership, Hudson Highlands Property Maintenance will have access to certain proprietary and confidential information belonging to Premier Construction Family LLC. Hudson Highlands Property Maintenance agrees that it will not disclose of any Confidential information to anyone in any manner whatsoever, in whole, or in a part, nor use any confidential information during the course of the agreement and 5 years after, except for the internal use of what the agreement/ systems product was branded and meant for.
- Premier Construction Family LLC shall, at its discretion, provide information to Hudson Highlands Property Maintenance relating to Company’s relationships with its existing customers and accounts, and pricing, trade secrets, marketing information/techniques, finances, contracts, training, YouTube videos, all Premier construction university content, sales systems, company models, production systems, conceptual ideas, leads, clients, written documents, business models, contracts, ect., along with other information relating to Company’s business (hereinafter “the Information”). All right, title and interest in and to the Information shall remain the exclusive property of Premier Construction Family LLC, and the Information shall be held in trust and confidence by Hudson Highlands Property Maintenance for the benefit of Company. Hudson Highlands Property Maintenance shall use all reasonable efforts to protect Premier Construction Family LLC interest in the Information and keep it confidential, using a standard of care no less than the degree of care the partner would be reasonably expected to use for its own similar confidential information. Hudson Highlands Property Maintenance shall, upon request of Company, and upon termination of this Agreement for whatever reason, immediately return the Information and any copies thereof in any form whatsoever under the power or control of Hudson Highlands Property Maintenance to Premier Construction Family LLC, in which event Hudson Highlands Property Maintenance shall be permanently, and without limitation of any sort, enjoined and restrained from using all, or any part, of the Information in any way. Due to the valuable and proprietary nature of the Information to Company, the obligations assumed by Hudson Highlands Property Maintenance in this Paragraph shall be limited in time, for a period of 5 years after termination of partnership.
- [MK1] . Partner shall indemnify and save harmless Premier Construction Family LLC from all damages, losses, expenses and costs whatsoever resulting from the breach of this Agreement by the Partner or by the Partners representatives or Persons. The parties further agree that a breach of the terms of this Agreement in general, and this Paragraph in particular, may result in damages to Company that cannot easily be quantified or measured, and agree that Company shall be entitled to injunctive relief in the event of such a breach. In the event that there is such a breach by Hudson Highlands Property Maintenance, and judicial intervention is required, Hudson Highlands Property Maintenance shall be responsible for all of Premier Construction Family LLC legal fees associated therewith.
12.) NON-COMPETITION
Hudson Highlands Property Maintenance during the term of this Agreement and for a period of 5 years
years following the termination of this Agreement, shall not consult with, represent, act on behalf of, or solicit sales for any competitor of Premier Construction Family LLC or any other business engaged in the same, or substantially similar, business as a Company, as a partner, shareholder, member of an LLC, employee, agent, salesperson or consultant. ;, Hudson Highlands Property Maintenance shall not at any time in the future, use any of the Information on behalf of any competitor of Premier Construction Family LLC.[MK2]
13.) PROPRIETARY CONFIDENTIAL INFORMATION
(b) Upon termination of Partnership with Premier Construction Family LLC, Hudson Highlands Property Maintenance shall surrender to the Premier Construction Family LLC all Papers and records of the Company in his possession and all copies of the same[MK3] .
14.) 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, which shall be 50% each. Parties shall split sales tax costs by 50% each. The company that the job runs through will be responsible for filing the sales tax and hold sales tax liability.
15.) AUTHORITY
No Partner shall buy any goods or articles or enter into any contract on behalf of the Partnership (through Hudson highlands property Maintenance) [MK4] 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, return 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, thus having that Partner be held liable for costs and liability. In such an event that Partner has obligated themself and exceeded authority, partner shall immediately return profit share to other Partner for goods/service or accepted contract in the event that this exceeded authority affects the amount of monies or profit for the other Partner in profit share or Cashflow.
16.) SEPARATE DEBTS
No Partner (On behalf of partnership through Hudson Highlands Property Maintenance) [MK5] 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.
17.) 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. The books of account and all records of the Partnership will be kept at the Housecall CRM system. Each Partner shall have free access at all times to all books and records maintained relative to the Partnership business.
18.) 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.
19.) 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. However, if the loss falls below the redline or 1% margin especially if 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.
•Hudson Highlands Property Maintenance is liable for all losses below the redline or 1% margin unless this is due to nonpayment of the customer or legal action from the customer.
20.) 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.
21.) EMPLOYEE MANAGEMENT
No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s consent.
22.) 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 Partners to the discharge of the indebtedness.
23.) 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. Partner may sell stake in equity to another entity or person. This is different to transferring the partnership. In the event of selling of equity, the Partner agrees to train the next company owner for at least two months.
24.) DISPUTE RESOLUTION
Suppose any differences shall arise between the Partners under this agreement; the difference shall be determined by a qualified Arbitrator agreed by the Parties in writing. An aggrieved Party may, however, appeal the decision of such Arbitrator.
• Nothing in this section shall be construed as limiting the court’s jurisdiction.
• Parties shall act in good faith to resolve the dispute.
25.) TERMINATION
• This agreement may be terminated at any time due to breach of the agreement or if both Parties agree to the termination in writing.
• The termination of this agreement shall not discharge the liabilities or responsibilities 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.
26.) 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.
27.) 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 fulfil 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.
28.) 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.
29.) SEVERABILITY
Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, 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.
30.) 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.
• Premier Construction Family LLC; 259 Hortontown rd, Hopewelljunction ny 12533
•Hudson Highlands Property Maintenance (HHPMGC LLC); 7 tano drive, Highland New York 12528
31.) COSTS
Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.
32.) 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. This agreement shall not be altered, waived, modified, or amended except in writing signed by the Parties hereto.
33.) GOVERNING LAW
This agreement shall be construed and enforced per the laws of the State of New York.
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 CONSTRUCTION FAMILY LLC
Authorized Signature________________
Print Name and Title_________________
Signed by the duly authorized representative of HUDSON HIGHLANDS PROPERTY MAINTENANCE
Authorized Signature_________________
Print Name and Title__________________
[MK1]Please note that this has already been covered under the Severability Section.
[MK2]Kindly note that most non-compete clauses do not exceed 2 years and are specific on the restriction since the Courts are reluctant to enforce non-compete clauses because they limit a Party’s economic rights.
[MK3]Please note that this is a repetition of Section 9 on confidentiality and non-disclosure.
[MK4]Kindly note that this is contradictory. The essence of the Section is to prohibit both parties from exceeding their authority.
[MK5]Kindly note that this is contradictory. The essence of the Section is to restrict both Partners from incurring debts on the Partnership’s behalf.
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