1. _____________________________________________________________________


  1. _____________________________________________________________________




THIS PARTNERSHIP BUYOUT AGREEMENT is made on the ………… of……….20……., entered into by the Partners (collectively referred to as the “Parties” or individually as the “Party” or ‘Partner”) and includes that party’s legal representatives, heirs, administrators, executors, successors and permitted assigns.

Parties agree to the following terms and conditions and to be bound thereby:

  • Save as may otherwise be provided in this agreement, Parties 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 Parties 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 of the 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.
  • Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
  • Parties shall exercise utmost good faith under this agreement.

This agreement shall be valid from the date of execution until termination.


The purpose of this agreement includes;

  • Restrict the transfer of the participation in the partnership
  • Ensure any sale of the participation is per established procedures
  • Provide stability and continuity in the management of the partnership 
  • Maintain ownership or control of the partnership
  • Determine how parties will transfer participation in the event of a death, disability, or other involuntary transfer of participation 
  • participation

The Partners own the partnership in a 60:40 ratio.

  • The selling purchaser will be refunded his 40% investment of $15,365.33 in four installments of $3,841.33
  • In the event of the death of a partner, payment of their participation purchased or transferred shall first come from the proceeds of the amount payable under the life insurance policy. Where there is no life insurance policy or insufficient, the balance shall be paid in cash.

Once the selling partner is completely reimbursed:

  • Parties shall revert to the original client-vendor relationship;
  • The selling partner shall sign over his participation in the company;
  • The selling partner shall sign the necessary documents promptly to update all ownership such as banking information and change of address;
  • The selling partner shall provide the source code;
  • The selling partner shall turn over any email address, mail, and applications developers’ account information.

The selling partner shall not 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 the partnership.


A selling partner shall not directly or indirectly, through any person, firm or corporation, alone or as a member of a Partnership or company or as an officer, director, stockholder, investor or employee of or consultant to any corporation or enterprise; engage in the businesses in which the partnership engages in or in which the partnership has an actual intention to engage in, within any geographic area in which the partnership is then conducting such business for a period of ________________ after termination of the partnership.


A Party shall not sell, transfer, assign, pledge, hypothecate, encumber, alienate or mortgage their interest under this agreement except with the other party’s written consent (which consent shall not be unreasonably withheld). Any such action, if attempted, shall be void and without force or effect.


If a partner wishes to transfer their share during their lifetime, they must notify the other partner in writing. If the transfer is not to the other existing partner, the notice shall include the potential acquirer’s details, e.g., their name and addresses.


The purchase of the offered participation will occur at closing at the partnership’s primary place of business or at any other place or time agreed by the parties. In the case of death or voluntary retirement of the seller, the closing shall be held _________days after the date of death or retirement.


The partnership shall pay a selling partner’s participation in cash on the date of sale. After that, except to the extent of any retained participation in the partnership, the selling partner shall no longer share in the partnership’s profits.


Upon the death of a partner, his estate shall sell and the partnership shall purchase all of his participation for the price and on the terms and conditions herein provided. The partners expressly agree that upon the death of a partner, the surviving partner shall continue the partnership without interruption.


The partnership shall carry a life insurance policy on the life of each partner. The partnership shall be responsible for all premiums and costs related to such a life insurance policy. Each life insurance policy shall carry a minimum payout of at least $__________.


Each partner hereby appoints the partnership as its agent and responsible for executing and delivering all documents necessary to transfer its participation if such a selling partner is not present at the closing. The power of attorney will continue as long as the agreement is in effect notwithstanding the disability or death of a partner.


Any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks relating to the Partnership or operations of the Partnership and its related entities which are developed or discovered by the Parties, solely or jointly with others, during the subsistence of the partnership, shall be deemed to have been made within the scope of the Partnership agreement and shall be the exclusive property of the partnership. This includes and is not limited to the partnership’s application, website, and software.


Any dispute under this agreement shall be resolved by Arbitration first before resulting in litigation. Parties shall act in good faith to resolve the dispute.


This agreement will terminate in the event one of the following occurs:

  • Written consent of the Partners
  • Death or incapacity of the Partners
  • Bankruptcy, receivership, or dissolution of the partnership
  • Withdrawal of a Partner from the Partnership during his lifetime by a sale or other disposition of his interest to any party or parties except life partnership
  • 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.
  1. changes to the agreement

Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded.

  • 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 a breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
  • confidentiality

Parties 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, whether such information or matter is stated to be confidential or not, without the express written permission of all the parties.


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; the parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

  • All notices shall be in writing.
  • Either party may change the below addressees by reasonable notice in writing given to the other party.
  • Parties shall be served through the following addresses (including email).

1ST PARTNER:                     ___________________________________________






2ND PARTNER:                    ___________________________________________







Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.


This agreement shall be governed in all respects by the Laws of the State of Alabama.

IN WITNESS WHEREOF, each of the Parties has executed this agreement as of the day and year set forth below.

Signed by the 1ST PARTNER   Signature: ……………………………………………..   Name: …………………………………………………..   Designation: ………………………………………….   Date:……………………………………… Signed by the 2ND PARTNER   Signature: ……………………………………………..   Name: …………………………………………………..   Designation: ………………………………………….   Date:…………………………………………….……………

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 )