Create a Customized Partnership Agreement

This template was prepared by:

Anthony Chelidonis, Anthony Chelidonis

Instructions

It is extremely important that any proposed partnership is based upon a detailed Partnership Agreement and that such an agreement is signed prior to the start of the partnership, or as soon as possible afterward. All the partners need to be aware of their rights and responsibilities from the beginning so that the partnership can focus upon being successful.

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Partnership Agreement

THIS PARTNERSHIP AGREEMENT (this "Agreement") dated

name

address

name

address

Name.

The name of the Partnership will be:

Purpose.

The purpose of the Partnership will be:

;

Term.

The Parthership shall begin on

and will continue

as provided in this Agreement.

Place of Business.

The principal office of the business of the Partnership will be located at

or such other place as the Partners may from time to time designate.

Capital Contributions and Accounts.

Partners' Capital Contributions are as follows:

has contributed

;

Profit and Loss.

Subject to the other provisions of this Agreement, the net profits and losses of the Partnership, for both accounting and tax purposes, will accrue to and be borne by the Partners

(the "Profit and Loss Distribution").

Decisions regarding the distribution of profits, allocation of losses, and the requirement of Additional Capital Contribution as well as all other financial matters will be decided by a

vote of the Partners.

Compensation for Services Rendered.

Partners

be compensated for services to the Partnership as from time to time may be agreed by

consent of the Partners.

Management.

Except as all of the Partners may otherwise agree in writing, all actions and decisions respecting the management, operation and control of the Partnership and its business will be decided by a

vote of the Partners.

Each Partner will have authority to bind the Partnership in contract or agreement.

Meetings.

Regular meetings of the Partners will be held

can call a special meeting to resolve issues that require a vote, as indicated in this Agreement, by providing all Partners with reasonable notice. In case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.

Actions Requiring Unanimous Consent.

The following list of actions will require the unanimous consent of all Partners:

Committing the Partnership to new liabilities or obligations totalling over

;

Incurring single expenditures that exceed

;

Selling or encumbering of any Partnership asset whose fair market value exceeds

;

Hiring any employee whose total compensation package exceeds

; per

Duty of Loyalty.

No Partner will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without a written consent of

remaining Partners.

No Partner may:

Duty to Devote Time.

Each Partner will devote such time and attention to the business of the Partnership as

Partners will from time to time determine for the conduct of the Partnership business.

Books of Account.

Fiscal year will end on the

day of

of each year.

Annual Report.

As soon as practicable after the close of each fiscal year, the Partnership will furnish to each Partner an annual report showing a full and complete account of the condition of the Partnership. This report will consist of at least the following documents:

Audit.

Any of the Partners will have the right to request an audit of the Partnership books. The cost of the audit will be borne by

. The audit will be performed by an accounting firm decided by a

vote of the Partners. No more than

will be required by any or all of the Partners for any fiscal year.

Banking and Partnership Funds.

The funds of the Partnership will be placed in such investments and banking accounts as will be designated by the Partners. All withdrawals from these bank accounts will be made by the duly authorised agents of the Partners as agreed by

consent of the Partners. Partnership funds will be held in the name of the Partnership and will not be commingled with those of any other person or entities.

Private Profits.

New Partner.

A new partner of the Partnership (the "New Partner") may only be admitted to the Partnership with a

vote of the existing Partners.

Any New Partner agrees to be bound by all the covenants, terms and conditions of this Agreement, inclusive of all current and future amendments. In addition, a New Partner will execute such documents as are needed to effect the admission of the New Partner. Any New Partner will receive such business interest in the Partnership as determined by a

decision of the other Partners.

Withdrawal and Dissociation of Partner.

Any Partner will have the right to withdraw from the Partnership at any time (the "Voluntary Withdrawal"). Written notice of intention to withdraw must be served upon the remaining Partners at least

prior to the withdrawal date.

The Voluntary Withdrawal of any Partner

result in the dissolution of the Partnership and will have no effect upon the continuance of the Partnership's business.

Events resulting in the Involuntary Withdrawal of a Partner from the Partnership (the "Involuntary Withdrawal") will include

Dissolution.

The Partnership will be dissolved upon a

vote of all Partners.

In the event of the dissolution of the Partnership, each Partner will share in any remaining assets or liabilities of the Partnership

(the "Dissolution Distribution").

Valuation of Interest.

In the absence of a written agreement setting a value, the value of the Partnership will be based on the fair market value appraisal of all Partnership assets (less liabilities) determined in accordance with generally accepted accounting principles (the "GAAP"). This appraisal will be conducted by an independent accounting firm agreed to by

Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that Partner’s proportion of the Dissolution Distribution of such Dissociated Partner, less any outstanding liabilities such Dissociated Partner may have to the Partnership.

Indemnification.

Liability Insurance.

Notice.

All notices or other communications shall be deemed given upon personal delivery to the appropriate address, or if sent by certified or registered mail,

days after the date of mailing to the following:

To: Partner 1.

Individual Name:

Company:

Phone:

Email:

To: Partner 2.

Individual Name:

Company:

Phone:

Email:

Any written communication or notice under Clause shall be considered to have been received by the addressee as follows:

Business Days following the date of despatch of the notice or other document by post; immediately upon delivery where delivery is by hand; or on the next Business Day following email. To prove that a notice or other document was received it shall be sufficient to show that it was properly addressed and despatched or successfully received electronically by the recipient.

Force Majeure.

Notwithstanding the preceding, in the event such Force Majeure continues for a period of

consecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.

Pronouns; Statutory References.

Interpretation.

Severability.

Assignment.

assign, transfer, charge or otherwise deal with any of its rights under this Agreement without the prior written consent of the remaining Partners.

Governing Law and Jurisdiction.

Paragraph Headings.

Counterparts.

Entire Agreement.

SIGNED, SEALED AND DELIVERED

Create a Customized Partnership Agreement

Instructions

Accord de coopération

Accord de Confidentialité

Liste des souscripteurs

Déclaration de non-condamnation de filiation

Statuts de société par actions simplifiée

Contrat de cession d'actions ou de parts sociales

Statuts de société à responsabilité limitée

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Contrat de prestation de services

Partnership Agreement

Partnership Agreement

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Selected Country

Create a Customized Partnership Agreement

Instructions

Accord de coopération

Accord de Confidentialité

Liste des souscripteurs

Déclaration de non-condamnation de filiation

Statuts de société par actions simplifiée

Contrat de cession d'actions ou de parts sociales

Statuts de société à responsabilité limitée

Contrat de bail

Contrat de prêt

Contrat de prestation de services

Partnership Agreement

Partnership Agreement

Products

Learn

Partners

Business size

Industries

Departments

Company

Follow Us