PARTNERSHIP AGREEMENT (GENERAL PARTNERSHIP)
THIS PARTNERSHIP AGREEMENT (“Agreement”) is made and entered into on [Date],
BETWEEN:
Partner 1 Name, residing at [Partner 1 Address],
AND
Partner 2 Name, residing at [Partner 2 Address],
[Add additional partners as necessary]
(Each, a “Partner” and collectively, the “Partners”).
RECITALS
WHEREAS, the Partners wish to associate themselves as general partners for the purpose of conducting a business as described in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Partners agree as follows:
1. NAME AND BUSINESS
1.1 The Partners hereby form a general partnership under the name “[Partnership Name]” (“Partnership”).
1.2 The principal place of business shall be [Business Address], or such other place as the Partners may determine.
1.3 The purpose of the Partnership is to [Describe Business Purpose/Activities].
2. TERM
2.1 This Agreement shall commence on [Start Date] and shall continue until terminated in accordance with this Agreement.
3. CAPITAL CONTRIBUTIONS
3.1 The initial capital contributions of each Partner are as follows:
- Partner 1 Name: [Amount/Description of Contribution]
- Partner 2 Name: [Amount/Description of Contribution]
[Add additional partners as necessary]
3.2 Additional contributions, if any, shall be made as unanimously agreed by the Partners in writing.
4. PROFITS, LOSSES, AND DISTRIBUTIONS
4.1 Profits and losses shall be shared among the Partners in the following proportions:
- [Add additional partners as necessary]
4.2 Distributions of profits shall be made at such times and in such amounts as the Partners may agree.
5. MANAGEMENT AND DECISION MAKING
5.1 Each Partner shall have equal rights in the management and control of the Partnership, unless otherwise agreed in writing.
5.2 Decisions shall be made by majority vote of the Partners, unless a unanimous decision is required by law or this Agreement.
6. DUTIES AND OBLIGATIONS OF PARTNERS
6.1 Each Partner shall devote such time and attention to the Partnership business as may be reasonably necessary.
6.2 No Partner shall, without the consent of the other Partners:
- Assign, transfer, or encumber their interest in the Partnership;
- Borrow money in the name of the Partnership;
- Admit new Partners;
- Bind the Partnership to any contract outside the ordinary course of business.
7. BANKING AND RECORDS
7.1 The Partnership shall maintain its own bank account(s) at [Bank Name] or such other institutions as the Partners may agree.
7.2 Accurate books and records of the Partnership’s business and financial affairs shall be kept at the principal place of business and be available for inspection by any Partner.
8. WITHDRAWAL, RETIREMENT, OR DEATH OF PARTNER
8.1 Any Partner may withdraw from the Partnership by giving [Notice Period Days] days’ written notice to the other Partners.
8.2 In the event of a Partner’s death, incapacity, or insolvency, the remaining Partners may elect to purchase the departing Partner’s interest in accordance with a mutually agreed valuation method.
9. DISSOLUTION
9.1 The Partnership may be dissolved by mutual written agreement of all Partners or as otherwise required by law.
9.2 Upon dissolution, the Partnership’s assets shall be liquidated, and the proceeds shall be applied in the following order:
- Payment of Partnership debts and liabilities;
- Repayment of Partners’ capital contributions;
- Distribution of any remaining proceeds to the Partners in accordance with their share of profits and losses.
10. CONFIDENTIALITY
10.1 Each Partner agrees to keep confidential all non-public information relating to the Partnership’s business and affairs.
11. GOVERNING LAW
11.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12. MISCELLANEOUS
12.1 Amendments: Any amendment to this Agreement must be in writing and signed by all Partners.
12.2 Entire Agreement: This Agreement constitutes the entire understanding among the Partners and supersedes all prior agreements.
12.3 Notices: Any notice required under this Agreement shall be in writing and delivered to the addresses of the Partners as set forth above.
12.4 Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the Partners have executed this Partnership Agreement as of the date first written above.
Partner 1 Name
Signature: ___________________________
Date: _______________________________
Partner 2 Name
Signature: ___________________________
Date: _______________________________
[Add signature blocks for additional partners as necessary]
