PARTNERSHIP AGREEMENT

 

1. PARTNERSHIP DETAILS. This Partnership Agreement (“Agreement”) dated on [DATE] (“Effective Date”) is associated with the following entity:

a. Entity Name: [NAME OF PARTNERSHIP] formed in the State of [STATE] with a principal place of business at [MAILING ADDRESS] (“Partnership”).

b. Business Purpose. The Partnership’s primary business purpose is: [DESCRIBE BUSINESS PURPOSE].

c. Term. This Agreement has an effective start date of [START DATE] and shall continue [END DATE OR WRITE “IN PERPETUITY”] (“Term”).

2. THE PARTNERS. The Partnership is organized as follows:

Partner 1: [NAME] with a mailing address of [MAILING ADDRESS].

• Ownership: [%]
• Capital Contributions: [$]
• Signing Authority: The above-named Partner ☐ CAN ☐ CANNOT sign contracts on behalf of the Partnership.

Partner 2: [NAME] with a mailing address of [MAILING ADDRESS].

• Ownership: [%]
• Capital Contributions: [$]
• Signing Authority: The above-named Partner ☐ CAN ☐ CANNOT sign contracts on behalf of the Partnership.

Partner 3: [NAME] with a mailing address of [MAILING ADDRESS].

• Ownership: [%]
• Capital Contributions: [$]
• Signing Authority: The above-named Partner ☐ CAN ☐ CANNOT sign contracts on behalf of the Partnership.

The Partners mentioned above are each referred to herein as a “Partner” and, collectively, as the “Partners.”

3. VOTING. The Partners agree as follows:

a. Voting Determination. Voting shall be based on: (choose one)

☐ – Ownership. In proportion to each Partner’s ownership
☐ – Equal Vote. An equal vote for each Partner.

b. Changes to the Partnership. Any changes made to the Partnership shall require a [DESCRIBE VOTE THRESHOLD].

4. PARTNER DUTIES. The Partners shall have the following duties and obligations:

a. Costs and Expenses. The costs and expenses of the Partnership shall be the responsibility of: [DESCRIBE DISTRIBUTION OF COSTS AND EXPENSES]

b. Conflict of Interest. A Partner ☐ can ☐ cannot participate, directly or indirectly, in a business related to the acts conducted by the Partnership.

c. Management. The following Partner(s) are obligated to manage the day-to-day activities of the Partnership: [PARTNER(S’)] NAME(S)].

d. Work Requirements. The following Partner(s) are required to work for the Partnership. Compensation, if any, shall be agreed to in a separate document. [PARTNER’S NAMES AND WORK REQUIREMENTS].

e. Voluntary Withdrawal. If any Partner should withdraw from the Partnership, they must give at least [#] days’ written notice to the Partnership. Such withdrawal shall not affect the day-to-day operations of the Partnership.

5. ORGANIZATIONAL MATTERS. The Partners agree as follows:

a. Profit Distributions. Profits of the Partnership shall be paid based on: (choose one)

☐ – A Partner’s percentage of ownership. Each Partner shall receive their share of profits based on their ownership interest.
☐ – Custom percentages assigned to each Partner. Each Partner shall be owed the following percentage of profits: [DESCRIBE EACH OWNER’S PROFIT SHARE].

b. Regular Meetings. The Partnership shall have: (choose one)

☐ – Scheduled meetings. The Partnership will have regularly scheduled meetings [DESCRIBE MEETING SCHEDULE].
☐ – Meetings only when needed. The Partnership will only meet when there is a specific request.

c. Special Meetings. Special meetings of the Partnership can be requested by: [DESCRIBE HOW TO CALL A SPECIAL MEETING].

d. Tax Year. The Partnership’s tax year will end on [DATE].

e. Deadline for Capital Contributions. The deadline for all Partner capital contributions must be made by [DATE].

6. DISSOLUTION. Dissolution of the Partnership shall be determined in any of the following methods:

• Vote. If the Partners vote, in accordance with Section 3(b), to dissolve the Partnership in accordance with the Governing Law.
• Less than 2 Partners. If, at any time, the Partnership consists of less than two (2) Partners.

In the event of such dissolution of the Partnership, each Partner will share equally in any remaining assets or liabilities of the Partnership in accordance with their respective ownership interest, less any debts or capital contributions that must be distributed first.

7. INDEMNIFICATION. All Partners shall be considered indemnified and held harmless by the Partnership from and against any and all claims of any nature arising from a Partner’s participation in Partnership affairs. Although, a Partner shall not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the Partner or the breach by the Partner of any section of this Agreement.

8. GOVERNING LAW. This Agreement shall be governed under the laws located in the State of [STATE] (“Governing Law”).

9. SEVERABILITY. In the event any section, provision, or part of this Agreement is found to be invalid or unenforceable, only that specific language or part so found, and not the entire Agreement, will be inoperative.

10. SIGNATURES. IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the Effective Date first written above.

Partner 1 Signature: _________________________ Date: _________________
Print Name: _________________________

Partner 2 Signature: _________________________ Date: _________________
Print Name: _________________________

Partner 3 Signature: _________________________ Date: _________________
Print Name: _________________________