This Partnership Agreement ("Agreement") is made and entered into on
July 1, 2013, by and between Party A, with a place of business at
123 Main Street, Anytown, USA ("Party A"), and Party B, with a place
of business at 456 Elm Street, Anytown, USA ("Party B").
Party A and Party B hereby agree to enter into a general partnership
(the “Partnership”) in accordance with the laws of the
state of Anytown, USA (the “State”). The rights and
obligations of the Partners will be stated in the applicable
legislation of the state of Anytown. (the “Act”) except
as otherwise provided in this Agreement.
Party A and Party B hereby form a partnership under the name
"Anytown Partnership" (the "Partnership"). The Partnership is formed
for the purpose of engaging in the business of XYZ (the "Business").
The Partnership's principal office of business shall be
located at 123 Main Street, Anytown, USA. The Partnership may have
other offices and places of business at such other places, either
within or without the State, as the Partnership may from time to
Partnership Term. The term of the Partnership shall begin on
[date] and shall continue until the earlier of
(a) the dissolution of the Partnership pursuant to the provisions
of this Agreement, or (b) December 31, 2099.
4. Partnership Property. The Partnership shall have all the right,
title and interest in and to all property, real, personal or
mixed, and things in action or interest, tangible or intangible,
wherever located, and of whatever kind and nature, and whether or
not acquired, owned or held by the Partnership on the date hereof
or at any time hereafter acquired, received, owned or held by the
Partnership, including, without limitation, cash, investments,
bank accounts, licenses, permits, contracts, leases, choses in
action, and all other property, rights, interests, assets and
things of value of the Partnership, whether now owned or hereafter
acquired (the "Partnership Property").
5. Partnership Interests. The initial capital contribution of
Party A to the Partnership shall be
$[insert amount], and the initial capital
contribution of Party B to the Partnership shall be
$[insert amount]. The Partnership Property shall be
owned by the Partnership in equal shares as partnership interests
("Partnership Interests"), one Partnership Interest to be owned by
Party A and one Partnership Interest to be owned by Party B. The
Partnership Interests represent undivided interests in the
Partnership Property and in the profits and losses of the
Partnership. Except as otherwise provided in this Agreement, the
Partnership Interests are not transferable.
Partnership Management. The Partnership shall be managed and
operated by Party A and Party B in accordance with the provisions
of this Agreement. All the partners will be consulted and the
advice and opinions of the partners will be obtained as much as is
practical. However, the Partnership shall be managed and operated
on a day-to-day basis by a managing partner to be designated by
Party A and Party B from time to time by mutual written agreement.
The Partnership's books and records shall be kept at the
Partnership's principal office of business and shall be available
for inspection by the Partners during normal business hours.
6.1 Managing Partner.
(i) In addition to day-to-day management tasks, the Managing
Partner's duties will include keeping, or causing to be kept, full
and accurate business records for the Partnership according to
generally accepted accounting principles (GAAP) and overseeing the
preparation of any reports considered reasonably necessary to keep
the Partners informed of the business performance of the
(ii) A Managing Partner can voluntarily withdraw from the position
of Managing Partner or can be replaced by a unanimous vote of
remaining Partners. In the event of a withdrawal or removal of the
Managing Partner from the position of Managing Partner or from the
Partnership, the remaining Partners will have equal rights in the
management of the Partnership until and unless they appoint a
successor Managing Partner.
(iii) The Managing Partner will not be liable to the remaining
Partners for any action or failure to act resulting in loss or harm
to the Partnership except in the case of gross negligence or willful
(iv) The Managing Partner is authorized and may retain, or otherwise
secure or enter into con
Partnership Profits and Losses. The Partnership's profits and
losses shall be shared by the Partners in the proportion that
their respective Partnership Interests bear to the total number of
Partnership Interests outstanding at the time such profits or
losses are realized or incurred.
Partnership Distributions. The Partnership shall distribute to the
Partners all Partnership Property (other than cash) remaining
after payment or provision for payment of all debts and other
liabilities of the Partnership incurred in the ordinary course of
business on or before the date of such distribution, whether or
not due and payable, in the proportion that their respective
Partnership Interests bear to the total number of Partnership
Interests outstanding at the time of such distribution.
Partnership Liabilities. The Partnership shall be liable for all
debts and other liabilities incurred by the Partnership in the
ordinary course of business, whether or not due and payable. Each
Partner shall be jointly and severally liable for all debts and
other liabilities of the Partnership incurred in the ordinary
course of business on or before the date of such Partner's
withdrawal from the Partnership.
Partnership Books and Records. The Partnership's accurate and
complete books and records shall be kept in accordance with
generally accepted accounting principles (GAAP) at the
Partnership's principal office of business and shall be available
for inspection by the Partners during normal business hours. The
books and records will reflect all the Partnership’s
transactions and will be appropriate and adequate for the business
conducted by the Partnership.
Partnership Taxes. The Partnership shall file a federal income tax
return and such other tax returns as may be required by law. The
Partnership shall pay all taxes and other governmental charges and
assessments imposed upon the Partnership or its property.
Partnership Dissolution. The Partnership may be dissolved at any
time by the mutual written agreement of the Partners. In the event
of dissolution of the Partnership, the Partnership's
remaining assets or liabilities shall be distributed to the
Partners in the proportion that their respective Partnership
Interests bear to the total number of Partnership Interests
outstanding at the time of such distribution (the
Partnership Not for Profit. The Partnership is not a partnership
for profit and no part of the Partnership's income or assets shall
insure to the benefit of, or be distributable to, any Partner or
other person, except as provided in this Agreement.
Partnership Waiver of Conflict of Interest. To the extent
permitted by law, each Partner hereby waives any and all claims
against the Partnership and the other Partners arising out of any
actual or potential conflict of interest between the Partnership
and any other business entity in which such Partner has an
Partnership Indemnification. To the extent permitted by law, the
Partnership shall indemnify and hold harmless each Partner and
such Partner's heirs, executors, administrators and legal
representatives from and against any and all claims, liabilities,
losses, damages, costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses) incurred by
such Partner in connection with any claim, action, suit or
proceeding (whether or not such Partner is a party thereto) to
which such Partner may be made a party by reason of such Partner's
status as a Partner of the Partnership.
Partnership Arbitration. Any controversy or claim arising out of
or relating to this Agreement or the Partnership shall be settled
by arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction
Partnership Governing Law. This Agreement and the Partnership
shall be governed by and construed in accordance with the internal
laws of the State.
Partnership Entire Agreement. This Agreement constitutes the
entire agreement among the Parties with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, whether oral or written, among the Parties with
respect to such subject matter.
Partnership Amendments. This Agreement may not be amended or
modified except by a unanimous written agreement executed by all
of the Parties.
Partnership Waiver. The failure of any Party to insist upon strict
performance of any provision of this Agreement shall not be
construed as a waiver of such Party's right to demand strict
compliance in the future. The waiver by any Party of a breach of
any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.
20.1. Force Majeure. A Partner will be free from liability to the
Partnership where the Partner is prevented from executing their
obligations under this Agreement in whole or in part due to force
majeure, such as earthquake, typhoon, flood, fire, and war, or any
other unforeseen and uncontrollable event where the Partner has
communicated the circumstances of said event to any and all other
Partnership Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Partnership Captions. The captions of the sections of this
Agreement are for convenience only and shall not affect the
interpretation of this Agreement.
Partnership Gender. Whenever used herein, the masculine, feminine
or neuter gender, as the context may require, shall include all
Partnership Joint and Several Liability. Whenever used herein, the
term "Partners" shall mean Party A and Party B, and the terms
"Partner" and "each Partner" shall mean Party A or Party B, as the
context may require. Whenever the term "Partner" is used herein in
reference to any act to be performed or obligation to be fulfilled
by a Partner, such act shall mean that the same shall be performed
or fulfilled by Party A or Party B, as the context may require.
Whenever the terms "Partner" or "Partners" are used herein in
reference to any liability of a Partner or Partners, such
liability shall mean the joint and several liability of Party A
and Party B.
Goodwill. The Goodwill of a Partnership will be assessed at an
amount to be determined by appraisal using generally accepted
accounting principles (GAAP).
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first set forth above.
PARTY A ______________________________
PARTY B ______________________________