Partnership Agreement Template

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PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this [Date], by and
between the following individuals, referred to in this Agreement as the "Partners":
___________________________________
___________________________________
___________________________________
___________________________________
Partners' Names
The Partners wish to set forth, in a written agreement, the terms and conditions by which they will
associate themselves in the Partnership.
NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners
affirm in writing their association as a partnership in accordance with the following provisions:
1. Name and Place of Business.
The name of the partnership shall be called __________ (the "Partnership"). Its principal place of
business shall be ___Address___, until changed by agreement of the Partners, but the
Partnership may own property and transact business in any and all other places as may from time
to time be agreed upon by the Partners.
2. Purpose.
The purpose of the Partnership shall be to ___Business Description___. The Partnership may
also engage in any and every other kind or type of business, whether or not pertaining to the
foregoing, upon which the Partners may at any time or from time to time agree.
3. Term.
The Partnership shall commence as of the date of this Agreement and shall continue until
terminated as provided herein.
4. Capital Accounts.
A. The Partners shall make an initial investment of capital, contemporaneously with the execution
of this Agreement, as follows:
Partner Name Partner Contribution
partner here partner contribution here
In addition to each Partner's share of the profits and losses of the Partnership, as set forth in
Section 5, each Partner is entitled to an interest in the assets of the Partnership.
B. The amount credited to the capital account of the Partners at any time shall be such amount as
set forth in this Section 4 above, plus the Partner's share of the net profits of the Partnership and
PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this [Date], by and
between the following individuals, referred to in this Agreement as the "Partners":
___________________________________
___________________________________
___________________________________
___________________________________
Partners' Names
The Partners wish to set forth, in a written agreement, the terms and conditions by which they will
associate themselves in the Partnership.
NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners
affirm in writing their association as a partnership in accordance with the following provisions:
1. Name and Place of Business.
The name of the partnership shall be called __________ (the "Partnership"). Its principal place of
business shall be ___Address___, until changed by agreement of the Partners, but the
Partnership may own property and transact business in any and all other places as may from time
to time be agreed upon by the Partners.
2. Purpose.
The purpose of the Partnership shall be to ___Business Description___. The Partnership may
also engage in any and every other kind or type of business, whether or not pertaining to the
foregoing, upon which the Partners may at any time or from time to time agree.
3. Term.
The Partnership shall commence as of the date of this Agreement and shall continue until
terminated as provided herein.
4. Capital Accounts.
A. The Partners shall make an initial investment of capital, contemporaneously with the execution
of this Agreement, as follows:
Partner Name Partner Contribution
partner here partner contribution here
In addition to each Partner's share of the profits and losses of the Partnership, as set forth in
Section 5, each Partner is entitled to an interest in the assets of the Partnership.
B. The amount credited to the capital account of the Partners at any time shall be such amount as
set forth in this Section 4 above, plus the Partner's share of the net profits of the Partnership and
any additional capital contributions made by the Partner and minus the Partner's share of the
losses of the Partnership and any distributions to or withdrawals made by the Partner. For all
purposes of this Agreement, the Partnership net profits and each Partner's capital account shall
be computed in accordance with generally accepted accounting principles, consistently applied,
and each Partner's capital account, as reflected on the Partnership federal income tax return as
of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection
in writing is made by any Partner and delivered to the accountant or accounting firm preparing the
income tax return within one (1) year after the same has been filed with the Internal Revenue
Service. If an objection is so filed, the validity of the objection shall be conclusively determined by
an independent certified public accountant or accounting firm mutually acceptable to the Partners.
5. Profits and Losses.
Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and
all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following
proportions:
Partner Name Partner Share Profit/Loss
partner here
partner share here
6. Books and Records of Account.
The Partnership books and records shall be maintained at the principal office of the Partnership
and each Partner shall have access to the books and records at all reasonable times.
7. Future Projects.
The Partners recognize that future projects for the Partnership depend upon many factors beyond
present control, but the Partners wish to set forth in writing and to mutually acknowledge their
joint understanding, intentions, and expectations that the relationship among the Partners will
continue to flourish in future projects on similar terms and conditions as set forth in this
Agreement, but there shall be no legal obligations among the Partners to so continue such
relationship in connection with future projects.
8. Time and Salary.
Until and unless otherwise decided by unanimous agreement of the Partners, [Time
Commitment]. Each Partner shall nonetheless be expected to devote such time and attention to
Partnership affairs as shall from time to time be determined by agreement of the Partners. No
Partner shall be entitled to any salary or to any compensation for services rendered to the
Partnership or to another Partner.
9. Transfer of Partnership Interests.
A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage, encumber,
or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no
purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise
with respect to all or any part of that Partnership interest attempted to be sold, assigned,
transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the
remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or
encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the
provisions of this Agreement and to become a Partner for all purposes hereof, in which event,
such transferee shall become a substituted partner under this Agreement.
B. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership, whether
or not permitted under this Agreement, shall dissolve the Partnership. No transfer, except as
permitted under Subsection 9.A. above, shall entitle the transferee, during the continuance of the
Partnership, to participate in the management of the business or affairs of the Partnership, to
require any information or account of Partnership transactions, or to inspect the books of account
of the Partnership; but it shall merely entitle the transferee to receive the profits to which the
assigning Partner would otherwise be entitled and, in case of dissolution of the Partnership, to
receive the interest of the assigning Partner and to require an account from the date only of the
last account agreed to by the Partners.
10. Death, Incompetence, Withdrawal, or Bankruptcy.
Neither death, incompetence, withdrawal, nor bankruptcy of any of the Partners or of any
successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership
shall continue as set forth in Section 3, subject, however, to the following terms and conditions:
A. Death or Incompetence.
In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the
successors in interest of that Partner shall succeed to the partnership interest of that Partner and
shall have the rights, duties, privileges, disabilities, and obligations with respect to this
Partnership, the same as if the successors in interest were parties to this Agreement, including,
but not limited to, the right of the successors to share in the profits or the burden to share in the
losses of this Partnership, in the same manner and to the same extent as the deceased or
incompetent Partner; the right of the successors in interest to continue in this Partnership and all
such further rights and duties as are set forth in this Agreement with respect to the Partners, the
same as if the words "or his or her successors in interest" followed each reference to a Partner;
provided, however, that no successor in interest shall be obligated to devote any service to this
Partnership and, provided further, that such successors in interest shall be treated as holding a
passive, rather than active, ownership investment.
B. Payments Upon Retirement or Withdrawal of Partner.
(1) Amount of Payments. Upon the retirement or withdrawal of a Partner, that Partner or, in the
case of death or incompetence, that Partner's legal representative shall be entitled to receive the
amount of the Partner's capital account (as of the end of the fiscal year of the Partnership next
preceding the day on which the retirement or withdrawal occurs) adjusted for the following:
(i) Any additional capital contributions made by the Partner and any distributions to or withdrawals
made by the Partner during the period from the end of the preceding fiscal year to the day on
which the retirement or withdrawal occurs;
(ii) The Partner's share of profits and losses of the Partnership from the end of the preceding
fiscal year of the Partnership to the day on which the retirement or withdrawal occurs, determined
in accordance with generally accepted accounting principles, consistently applied; and
(iii) The difference between the Partner's share of the book value of all of the Partnership assets
and the fair market value of all Partnership assets, as determined by a fair market value appraisal
of all assets. Unless the retiring or withdrawing Partner and the Partnership can agree on one
appraiser, three (3) appraisers shall be appointed--one by the Partnership, one by the retiring or
withdrawing Partner, and one by the two appraisers thus appointed. All appraisers shall be
appointed within fifteen (15) days of the date of retirement or withdrawal. The average of the
three appraisals shall be binding on all Partners.
(2) Time of Payments. Subject to a different agreement among the Partners or successors
thereto, the amount specified above shall be paid in cash, in full, but without interest, no later than
twelve (12) months following the date of the retirement or withdrawal.
(3) Alternate Procedure. In lieu of purchasing the interest of the retiring or withdrawing Partner as
provided in subparagraph (1) and (2) above, the remaining Partners may elect to dissolve,
liquidate and terminate the Partnership. Such election shall be made, if at all, within thirty (30)
days following receipt of the appraisal referred to above.
11. Procedure on Dissolution of Partnership.
Except as provided in Section 10.B.(3) above, this Partnership may be dissolved only by a
unanimous agreement of the Partners. Upon dissolution, the Partners shall proceed with
reasonable promptness to liquidate the Partnership business and assets and wind-up its business
by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the
balance, if any, to the Partners in accordance with their capital accounts, as computed after
reflecting all losses or gains from such liquidation in accordance with each Partner's share of the
net profits and losses as determined under Section 5.
12. Title to Partnership Property.
If for purposes of confidentiality, title to Partnership property is taken in the name of a nominee or
of any individual Partner, the assets shall be considered to be owned by the Partnership and all
beneficial interests shall accrue to the Partners in the percentages set forth in this Agreement.
13. Leases.
All leases of Partnership assets shall be in writing and on forms approved by all the Partners.
14. Controlling Law.
This Agreement and the rights of the Partners under this Agreement shall be governed by the
laws of the State of ___State___.
15. Notices.
Any written notice required by this Agreement shall be sufficient if sent to the Partner or other
party to be served by registered or certified mail, return receipt requested, addressed to the
Partner or other party at the last known home or office address, in which event the date of the
notice shall be the date of deposit in the United States mails, postage prepaid.
16. General.
This Agreement contains the entire agreement of the Partners with respect to the Partnership and
may be amended only by the written agreement executed and delivered by all of the Partners.
17. Binding Upon Heirs.
This Agreement shall bind each of the Partners and shall inure to the benefit of (subject to the
Sections 9 and 10) and be binding upon their respective heirs, executors, administrators,
devisees, legatees, successors and assigns.
IN WITNESS WHEREOF, the Partners have executed this Agreement the date first above
written.
________________________________
Partner 1
________________________________
Partner 2
________________________________
Partner 3

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