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Partnership Agreement
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Prepared for:
[FIRST PARTNER/SECOND PARTNER]

Prepared by: [FIRST PARTNER/SECOND PARTNER]

Partnership Agreement

This General Partnership Agreement (hereby referred to as “Agreement”) is entered into on [Date] between

[First Partner Name], residing at [Address] (hereby referred to as the “First Partner”)

and

[Second Partner Name], residing at [Address] (hereby referred to as the “Second Partner”)

The First Partner and the Second Partner shall be collectively referred to as “Partners” and individually as “Partner”.

The Partners wish to engage together in business, bound by the terms and conditions of the Agreement.

Terms of the Agreement

1. Functions

  1. Formation: By the terms of this Agreement the Partners enter into a partnership (hereby referred to as “Partnership”) with their rights and obligation stated according to the laws of [State].
  1. Name: The name under which the Partnership shall function is [Name].
  1. Date: The Partnership shall become effective from [Date].
  1. Term: The term of the Partnership shall be [Time Period].
  1. Purpose: The purpose of the Partnership shall be [Purpose] (hereby referred to as “Purpose”).
  1. Effective Business:
  1. The Partnership shall operate from [Place of Business].
  1. Regular Meetings for the purpose of Partnership shall take place after [Number of Days].
  1. All decisions shall be made by the Partners who control a majority of the capital of the Company, except as otherwise deemed appropriate by the Partners.

2. Capital and Finances

  1. The capital contribution from the First Partner shall amount to $ [0.00].
  1. The capital contribution from the First Partner shall amount to $ [0.00].
  1. The total capital funds shall be deposited into an [Bank] at [Bank Details] [Bank Location]. Profit/loss resulting from the discourse of the Partnership shall be deposited/withdrawn from this bank account.
  1. Capital from both the partners shall be collected at the latest by [Date]. The balance of this bank account shall constitute the cash-on-hand of the Partnership, for all purposes including, but not limited to, taxation and valuation.
  1. Individual Partners shall maintain individual capital bank accounts where their capital contributions shall be credited. All additional contributions shall be credited to these bank accounts.
  1. Decisions regarding the financial issues shall be taken by the unanimous vote of the Partners.

3. Management

  1. The Partners designate [Name of Executive] as the Executive (“Executive”) responsible for the operation of this Partnership.
  1. The Executive shall see to the maintenance of books and records, consisting of all accounts, assets, liabilities, and all other revenue and taxation information about the Partnership.
  1. The Partners reserve the right to audit or inspect or request access to the books and records regarding the Partnership, at any time. The Executive shall make the records available on demand.

4. Annual Audit

  1. The Partners shall conduct an audit of all records, accounts, and books of the Partnership every [Frequency].
  1. The annual accounting of the Partnership shall occur within the first meeting of each calendar year, at a time determined by the Partners.
  1. All financial records shall be reviewed a minimum of [Frequency], and at the request of the Partners, any time of the year.

5. Compensation

The compensation for the Partnership shall follow the following terms:

[Compensation Terms]

6. Additional Partners

  1. Additional Partners shall be added at any time in the future by the unanimous decisions of the existing Partners.
  1. The Additional Partners shall be bound by the terms and conditions of the Agreement.
  1. The total number of Additional Partners shall not exceed [Number].

7. Transfer to a Trust

Upon giving written notice to the other Partners, any Partner may transfer interest in the Partnership to a living trust (“Trust”), of which the transferring Partner shall be the grantor and sole trustee.

8. Partner Removal

  1. A Partner may be removed as deemed necessary, by a majority of the Partners only by a majority vote of those Partners with a controlling share of the capital of the Partnership.
  1. The Partner who shall be removed shall be notified in advance in writing.
  1. The Partner can be removed on the grounds of, but not limited to the death of a Partner; Partner incapacity; Partner disability; Partner incompetence; breach of Agreement by a Partner; criminal conviction of a Partner; Legal Proceedings against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the reputation of the Partnership into disrepute.
  1. The Partner who shall be removed shall be paid for all contributions and any gains or interest they are entitled to, immediately upon removal from the Partnership.
  1. They shall be exempted from all liabilities henceforth.

9. Partner Withdrawal

  1. Any Partner may withdraw, in part or in full, from the Partnership at any time, after notifying in advance in writing.
  1. Funds shall be withdrawn from the bank account of the Partnership, based on the most recent valuation of the Partnership at the time. The funds shall be transferred to the withdrawing Partner’s bank account of record.
  1. The Partnership shall remain in full power with all taxation and revenue until the capital is enough to carry out the Purpose of the Partnership.
  1. The notification of the death of a Partner shall be regarded as the notification of withdrawal of the Partner from the Partnership. All assets owed to the deceased Partner shall be transferred to the trust, agent, or designee nominated by the deceased Partner.

10. Termination

  1. The Partnership may be terminated by the mutual or unanimous agreement of the Partners who have major shares of capital in the Partnership.
  1. All Partners shall notify in writing to other stakeholders in the Partnership about the termination at least [Number of Days] days in advance.
  1. Upon the decision to terminate the Partnership, all Partners shall be notified by the Executive, immediately.
  1. All assets shall be distributed accordingly to all Partners upon the termination corresponding to the percent contributed by each Partner unless made an exception in the Agreement.
  1. All payments shall be made to the bank accounts of record for each Partner, upon dissolution of the Partnership.
  1. Upon termination of this Agreement, the Partners shall cease reproducing, advertising, marketing, and distributing any material or information about the Partnership immediately.

11. Payment

  1. All withdrawals may be made in cash or securities, or some combination thereof, at the discretion of the drawer.
  1. In cash transfers, the drawer (or its designee) is entitled to an amount equal to the lesser of 0.00% of the value of the capital account being withdrawn from, or the value of the capital account being withdrawn, less any costs incurred in the transaction of cash or securities.
  1. For securities withdrawals, a third-party broker shall be used. The drawer is liable for brokerage fees resulting from the withdrawal.

12. Loyalty

No Partner shall engage in any endeavors, ventures, business, whether directly or indirectly, that might prove competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without the written consent of the other Partners. Any endeavors, ventures, business, with any appearance of a conflict of interest, must be fully disclosed to all other Partners. Each Partner shall devote such time and attention to the Partnership as the majority of the Partners will from time to time reasonably determine for the discourse of the Partnership.

13. Forbidden Acts

  1. No Partner shall do any act in violation of this Agreement.
  1. No Partner may permit, intentionally or unintentionally, the assignment of authority to any third party that is not a Partner in the Partnership.
  1. No Partner may do any act that would defeat the purpose of the Partnership or may conflict with the interest of the Partnership.
  1. No Partner shall confess a judgment against the Partnership.
  1. No Partner will have the right or authority to bind or obligate the Partnership to any extent concerning any matter outside of the intended purpose of the Partnership.
  1. No Partner shall use the Partnership name, logo, or likeness for any purpose outside the terms of the Agreement.
  1. No Partner shall be convicted of any unlawful activity that may damage the dynamics of the Partnership in any matter, including reputation, public image, or professional standing.

14. Indemnification

The Partners each agree to indemnify and hold harmless the other Partners and their respective permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

15. Arbitration

In the event of any dispute arising in and out of this Agreement between the Partners, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and seat shall be [State]. The Arbitrators' decision shall be final and will be binding on all the Partners.

15. Miscellaneous

  1. Assignability: Neither Partner may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Partner which shall not be unreasonably withheld.
  1. Notices: Any notice required to be given to any of the Partners shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the sender.
  1. Force Majeure: Neither Partner shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
  1. Modification: No modification of this Agreement shall be made unless in writing, signed by all the Partners.
  1. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
  1. Governing Law and Jurisdiction: This Agreement shall be governed following the laws of the [State/Court/Region]. All disputes under this Agreement shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein and the Partners all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  1. Legal and Binding Agreement: This Agreement is legal and binding amongst the Partners as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Partners each represent that they have the authority to enter into this Agreement.
  1. Entire Agreement: This Agreement constitutes the entire understanding of the Partners, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Partners hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Acceptance and Signature

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

First Partner

Second Partner

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Witness

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