This Partnership Agreement is between two partners who plan to conduct business together. This agreement sets forth the specific terms including name of the partnership, general accounting procedures and the capital contributions made by each partner. This Partnership Agreement also sets forth the compensation paid to each partner and how profits or losses will be divided.
This PARTNERSHIP AGREEMENT (the “Agreement”) is made on this ___ day of _____________________, 20____ by and between ________________________________ of _____________________________________________________________________ and ________________________________ of ________________________________________ (collectively referred to as “Partners”).
The partners hereby form a partnership under the name of _________________________ (“Partnership”). The business of the Partnership shall be conducted under this name and under such variations of the name as may be deemed necessary by the Partners.
The purpose of the Partnership shall be as follows: __________________________ __________________________________________________________________________.
The principal office of the Partnership business shall be as follows ____________________ _____________________________________________________________________________________________________________________________________________________.
The partnership shall begin on ________________, 20____, and shall continue to exist until terminated.
The capital of the partnership shall be contributed by the partners as follows:
________________________________________________________________________________________________________________________________________________________________________________________________________________________________. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital. A separate capital account shall be maintained for each partner. Neither partner may withdraw any part of his share of capital account.
PROFIT AND LOSS
The amount of net profits and net losses of the partnership shall be divided equally between the partners.
OWNERSHIP OF PARTNERSHIP PROPERTY
All real property, including all improvements placed or located thereon, and all personal property acquired by the Partnership shall be owned by the Partnership
Each partner shall participate in the management and conduct of the affairs of the partnership in proportion to the value of his/her capital account. Without the consent of the other partner neither partner shall borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property of the partnership.
No partner shall be compensated for services rendered to the partnership, except reimbursement for expenses.
The fiscal year of the partnership shall be from ____________________________ to ____________________________ of each year. Commencing on the ___________________ day of ________________________, ___, and on the ___day of _____________ in each succeeding year, a general accounting shall be taken by the partners of all sales, purchases, receipts, payments, and transaction of the partnership during the preceding fiscal year. The general accounting shall be written in the partnership account book and signed in each book by each partner.
The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business.
Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within three months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir.
The Partners shall have no liability to the other for any loss suffered which arises out of any action or inaction if it is determined that such course of conduct was in the best interests of the partnership and such course of conduct did not constitute negligence or misconduct. The partners hereby agree to indemnify the other from and against any loss or damage of any kind whatsoever suffered sustained or incurred by the other partner arising from a breach of default in the performance or observance of any duties or obligations by such partner under this Agreement.
The parties hereto agree that all disputes with respect to the construction of this Agreement and the rights, duties, obligations and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of the State of ___________________.
Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
This Agreement shall be binding upon, and inure to the benefit of, all parties hereto, their personal and legal representatives, guardians, successors, and their assigns to the extent, but only to the extent, that assignment is provided for in accordance with, and permitted by, the provisions of this Agreement.
All notices under this Agreement shall be in writing and shall be given and be deemed to have been given when personally delivered against a signed receipt or mailed by registered or certified mail, return receipt requested, to the last address which the addressee has given to the partnership. The address of each partner is set under his signature at the end of this Agreement, and each partner agrees to notify the partnership of any change of address.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
NO IMPLIED WAIVER
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year above written.