Set expectations for a business partnership: Partnership Agreement

PARTNERSHIP AGREEMENT

 

 

This Partnership Agreement (the "Agreement") is made and entered into this (the "Effective Date"). The Partners in this Agreement are as follows:

 

Partner Name

Address

City	State

ZIP Code

 

The Partners to this Agreement agree to the following:

 

. NAME

 

This Partnership will be known as (the "Partnership").

 

. THE PARTNERSHIP

 

	The Partners wish to become legal partners in business.

	The terms and conditions of their Partnership will be outlined in this Agreement.

	If the Agreement is executed, the Partnership will be in effect on .

	The Partnership will only be terminated as outlined in this Agreement.

	The Partnership's primary place of business will be , , , .

	The Partnership will be governed under the laws of the state of .

	The Partnership's primary purpose is .

	If applicable, the Partners will obtain any necessary licenses and permits to do business, register its Doing Business As Name ("DBA"), and obtain a Federal Employer Identification Number ("EIN").

 

. CONTRIBUTIONS

 

The Partners will make an initial contribution to the Partnership as follows:

 

	:

 

Contributions will be submitted no later than . All capital contributions are final unless all partners give written consent of withdrawal. All contributions will be deposited into a joint capital account.

 

. INTEREST AND AUTHORITY

 

The Partners' ownership interest in the Partnership will be as follows:

 

	: %

 

The Partners' authority will be defined by the following unless otherwise stated in the Agreement:

 

The Partnership has chosen an entity to act as the Partnership Representative, and thus has elected as the "Designated Individual".

 

. COSTS

 

The Partners will share costs according to the following percentages:

 

	:

 

. PROFITS

 

The Partners will share the net profits of the Partnership according to the following percentages:

 

	:

 

The Profits will be accounted by and distributed on the of the month according to the above percentages after the costs of the Partnership have been paid according to the above cost percentages.

 

. SALARY

 

All Partners must give their unanimous consent if a permanent salary is to be established and their unanimous consent for the amount of salary to be given to each Partner.

 

. ACCOUNTING

 

	All accounts related to the Partnership including contribution and distribution accounts will be audited

	All Partners will maintain a joint contribution account. All Partners will maintain distribution account. Partners will keep accurate and complete books of account for all accounts related to the Partnership. Any Partner, whether majority or minority, will be allowed to review all books of account at any time they request.

	Each Partner will be responsible for his or her own taxes on any distributions made.

	Accounting records will be kept on a

	The fiscal year will be complete on the last day of of each year. All Partners will present their position on the state of the Partnership within two weeks of the completion of each fiscal year.

 

. NEW PARTNERS

 

The Partnership will amend this agreement to include new partners upon the written and unanimous vote of all Partners.

 

The name of the Partnership may be amended if a new Partner is added to the Partnership upon the written and unanimous vote of all Partners.

 

. WITHDRAWAL OR DEATH

 

The Partners hereby reserve the right to withdraw from the Partnership at any time. Should a Partner withdraw from the Partnership because of choice or death, the remaining Partners will have the option to buy out the remaining shares of the Partnership. Should the Partners agree to buy out the shares, the shares will be bought in equal amounts by all Partners. The Partners agree to hire an outside firm to assess the value of the remaining shares. Only upon the partners' unanimous agreement will the outside firm's valuation of the shares be considered final. The Partners will have days to decide if they want to buy the remaining shares together and disperse them equally. If all Partners do not agree to buy the shares, individual Partners will then have the right to buy the shares individually. If more than one Partner requests to buy the remaining shares, the shares will be split equally among those Partners wishing to purchase the shares. Should all Partners agree by unanimous vote, the Partnership may choose to allow a non-Partner to buy the shares thereby replacing the previous Partner.

 

If no individual Partner(s) finalize a purchase agreement by days, the Partnership will be dissolved.

 

The name of the Partnership may be amended upon the written and unanimous vote of all Partners if a Partner is successfully bought out.

 

. DISSOLUTION

 

Should the Partnership be dissolved by vote, the Partnership will be liquidated, and the debts will be paid. All remaining funds after debts have been paid will be distributed based on the percentage of ownership interest outlined in this Agreement.

 

. AMENDMENTS

 

	Amendments may be made hereto upon the unanimous and written consent of all Partners.

	Amendments must be expressly written and have the original signatures of all Partners.

All amendments, notices, requests, claims, demands and other communications between the parties shall be in writing. All such written communications shall be given (i) by delivery in person, (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the addresses of the parties specified in this Agreement or such other addresses specified in writing. All notices shall be effective upon (i) receipt by the party to which the written communication is given, or (ii) on the 5th day following mailing, whichever occurs first.

 

Any controversies or disputes arising out of or relating to the Partnership or this Agreement will be submitted to mediation in accordance with any statutory rules of mediation in the state of . If mediation does not successfully resolve the dispute or is unavailable, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.