Partnership Agreement Template

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Partnership Agreement

 

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.

 

  1. Partnership.

 

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").

 

  1.  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 time designate.

 

  1. 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.

 

 

  1. 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").

 

  1. 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.

 

 

 

 

 

  1. 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 Partnership.

(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 misconduct.

(iv) The Managing Partner is authorized and may retain, or otherwise secure or enter into con

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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 “Dissolution Distribution”).

 

  1. 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.

 

  1. 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 ownership interest.

 

  1. 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.

 

  1. 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 thereof.

 

  1. Partnership Governing Law. This Agreement and the Partnership shall be governed by and construed in accordance with the internal laws of the State.

 

  1. 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.

 

  1. Partnership Amendments. This Agreement may not be amended or modified except by a unanimous written agreement executed by all of the Parties.

 

  1. 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 Partners.

 

  1. 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.

 

  1. Partnership Captions. The captions of the sections of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

 

  1. Partnership Gender. Whenever used herein, the masculine, feminine or neuter gender, as the context may require, shall include all other genders.

 

  1. 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.

 

  1. 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 ______________________________