Partnership Agreement Template - City of Oakland, California

ADVERTISEMENT
DRAFT
PARTNERSHIP AGREEMENT
This partnership agreement is effective on the ____ day of ____, ______.
1. General Provisions
1.1.
The Partnership is a general partnership. The Partnership shall be
named "PARTNERSHIP NAME", and it will have a business purpose of providing
engineering consulting services to clients.
1.2.
The Partnership's general partners and their ownership percentage are:
Partner #1 (60%), Partner #2 (30%), and Partner #3 (10%).
1.3.
The principal place of business of the Partnership is
_________________________, Oakland, CA 94612, and will continue there until a
majority of the Partnership votes otherwise.
2. Organization And Administration
2.1.
Voting. All substantial Partnership decisions will be made by a majority
vote of the partners, with each partner receiving one vote. The percentage of
ownership of each partner shall not be considered.
2.2.
The Managing Partner. The partners shall elect a managing partner.
Though all partners are entitled to take part in all decisions of the Partnership, the
partners agree that the managing partner will have the authority to make day-to-day
decisions on behalf of the partners, consulting with the other partners to the extent
feasible under the circumstances. Any decision made by the managing partner can
be overridden by a majority vote of the Partnership.
2.3.
Expenses. Reasonable expenses incurred by the partners on behalf of
the Partnership, exclusive of personal travel expenses, are subject to reimbursement.
Where there is a dispute whether any such expense should be reimbursed by the
Partnership or borne by the Party, such disputes shall be resolved pursuant to
paragraph 2.1 above.
2.4.
Amendments. This Partnership agreement may be amended from time
to time by a majority vote of the partners pursuant to paragraph 2.1 above.
1
DRAFT
PARTNERSHIP AGREEMENT
This partnership agreement is effective on the ____ day of ____, ______.
1. General Provisions
1.1.
The Partnership is a general partnership. The Partnership shall be
named "PARTNERSHIP NAME", and it will have a business purpose of providing
engineering consulting services to clients.
1.2.
The Partnership's general partners and their ownership percentage are:
Partner #1 (60%), Partner #2 (30%), and Partner #3 (10%).
1.3.
The principal place of business of the Partnership is
_________________________, Oakland, CA 94612, and will continue there until a
majority of the Partnership votes otherwise.
2. Organization And Administration
2.1.
Voting. All substantial Partnership decisions will be made by a majority
vote of the partners, with each partner receiving one vote. The percentage of
ownership of each partner shall not be considered.
2.2.
The Managing Partner. The partners shall elect a managing partner.
Though all partners are entitled to take part in all decisions of the Partnership, the
partners agree that the managing partner will have the authority to make day-to-day
decisions on behalf of the partners, consulting with the other partners to the extent
feasible under the circumstances. Any decision made by the managing partner can
be overridden by a majority vote of the Partnership.
2.3.
Expenses. Reasonable expenses incurred by the partners on behalf of
the Partnership, exclusive of personal travel expenses, are subject to reimbursement.
Where there is a dispute whether any such expense should be reimbursed by the
Partnership or borne by the Party, such disputes shall be resolved pursuant to
paragraph 2.1 above.
2.4.
Amendments. This Partnership agreement may be amended from time
to time by a majority vote of the partners pursuant to paragraph 2.1 above.
1
DRAFT
2.5.
Meetings. Each partner shall be entitled to attend all Partnership
meetings.
3. Capital
3.1.
Capital Contributions. Each partner has been required to make an
initial capital contribution to the Partnership to be used for Partnership purposes. The
amount of each partner's capital contribution is as follows: Partner #1 ($___), Partner
#2 ($____), and Partner #3 ($_____). It is recognized by the partners that the
contribution amount of Partner #1 reflects the agreed fair value of office furniture,
computer equipment and software contributed by him to the partnership at inception.
Each partner shall pay his respective cash contribution at the time of his execution of
this agreement.
3.2.
Interest. No interest shall be paid or charged on amounts owed by the
Partnership to any partner nor by any partner to the Partnership.
4. Determination and Distribution of Income, Payment of
Expenses, Losses, and Partner Draws of Estimated Net Income.
4.1.
Determination of Gross Income. As used herein, the term "Gross
Income" shall mean all income made by the Partnership by any means.
4.2.
Determination of Net Income. The remaining balance after deducting
all expenses, excluding any draw of anticipated net income made by any partner as
described hereafter in paragraph 4.3, and losses from Gross Income shall be called
Net Income.
4.3.
Partner Draws of Anticipated Net Income.
(a)
In any period in which it is estimated by the Partnership that there will
be net income, each partner may draw funds from the Partnership prior to distribution
of the net income. Such draws shall be subject to the Partnership retaining sufficient
cash to pay expenses and losses for the period. The maximum draw for any partner
shall be the lower of his proportionate share or net ncome, or, the hours worked on
billable Partnership projects times the following agreed upon rates per hour of work:
2
DRAFT
Partner #1 ($____), Partner #2 ($____), and Patner #3 ($____). Draw requests shall
be supported by weekly time sheets prepared by the partner, detailing his billable
hours worked on each Partnership project. Marketing efforts on behalf of the
Partnership are considered non-billable responsibilities of each partner, and are not
considered for draw purposes or otherwise compensated by the Partnership.
4.4.
Distribution of Net Income.
(a)
Net Income shall be distributed at least at the end of each calendar
year to each partner in accordance with his or her Partnership percentage, as set forth
in paragraph 1.2 above. Notwithstanding, the managing partner will attempt to
distribute net income more frequently, when and if any exist. Such provisional
distributions shall be at the discretion of the managing partner, or shall be made if
commanded by a majority vote.
(b)
The percentages set forth on paragraph 1.2 above may be changed by
a unanimous vote of the partners.
(c)
The Partners shall bear net losses and expenses, excluding draws of
anticipated net income by any partner, in the same ratio as they share Net Income. No
partner shall be required to contribute additional capital in order to pay salaries or draws
of anticipated net income for any other partner.
(d)
Any partner’s distribution of net profits shall be net of any draws by that
partner of anticipated net profits.
4.5.
Payment of Operating Expenses and Losses. It is anticipated that the
partnership shall regularly incur operating expenses or other losses. It is anticipated
that these ongoing operating expenses may exceed the Partnership's gross profits for
a given period, and that each partner may be required to regularly fund, in addition to
that partner's capital contribution, that partner's percentage share of the ongoing
expenses or other losses. Such expenses or losses shall not include partner’s draws
of anticipated net income, or salaries paid by the Partnership to a partner. Each
partner agrees to provide his or her payment pursuant to this paragraph within 7 days'
notice from the managing partner. Habitual or substantial failure to provide the
3
DRAFT
Partnership with such provisional payments will be grounds for expulsion.
5. Withdrawal, Expulsion, or Death of a Partner
5.1.
Termination of a Partner's Interest. A partner's interest in the
Partnership shall terminate upon any of the following occurrences:
(a)
Withdrawal of the partner upon thirty days' written notice to the other
partners.
(b)
Expulsion of the partner by a majority vote pursuant to paragraph 2.1
above.
(c)
Death of the partner.
5.2.
Payments Upon Termination of a Partner. Upon the termination of a
partner's interest in the Partnership, the partner may either sell his Partnership share
to any other partner for any agreed-upon sum, or with unanimous vote of the
remaining partners, to a non-partner for an agreed upon sum, or shall be entitled to
payment by the Partnership for the fair market value of his or her interest in the
partnership. If, after termination, there is a dispute as to the fair market value of the
terminated partner's share, the terminated partner, a representative of the
Partnership, and a neutral economist designated by mutual agreement of the
Partnership and the terminated partner shall meet to discuss the value. After this
meeting the economist shall render a binding opinion as to the value and that opinion
shall be nonappealable. Any payment upon termination of a partner’s interest shall be
paid in three equal sums over three years from the date of termination.
(a)
Current Year's Net Profits. The terminated partner shall also be
entitled to outstanding but as yet not distributed net income, if any exists.
(b)
Loans to Firm. The amount of any loan from a terminated partner to
the firm is payable within 30 days after the date of termination.
5.3.
Repayment of Loans on Termination. A terminated partner shall repay
any loan from the Partnership immediately upon termination. No payments shall be
made to a terminated partner under paragraph 5.2 until all loans from the Partnership
to the partner have been repaid.
4
DRAFT
6. Indemnification and Insurance
6.1.
General Indemnification Provision. The Partnership agrees, to the
extent of its Partnership assets, to indemnify and hold each partner harmless from and
against, and to reimburse each Party on demand for, any damage, loss, cost, or
expense (including attorney fees and costs of investigation incurred in defending
against and/or settling such damage, loss, cost, or expense) reasonably incurred by
the partner arising out of or in connection with the ordinary and proper conduct of the
business of the Partnership, or incurred by the partner for the preservation of the
partner business or property. Except to the extent explicitly provided in this
Partnership Agreement, no partner, when acting in an ordinary and proper conduct of
business of the Partnership or for the preservation of its business or property, shall
have any liability to the Partnership or to any other partner for any loss suffered by the
Partnership that arises out of any action or inaction of the partner if the partner acted
in good faith and the partner's conduct did not constitute gross negligence, willful or
wanton misconduct, or breach of any duty of loyalty to the Partnership.
7. Dissolution
7.1.
Election to Dissolve. The Partnership may be dissolved by a majority
vote of the partners pursuant to paragraph 2.1 above.
7.2.
Accounting on Dissolution. Upon dissolution, each partner shall fully
repay the Partnership for any outstanding balance on all loans made by the
Partnership to that partner. The assets of the Partnership will be liquidated, and the
proceeds shall then be used first to pay debts (including loans by any partner to the
Partnership), and the remainder then distributed to the partners in the percentages set
forth in paragraph 1.2 above.
8. Miscellaneous
8.1.
Partner Access to Partnership Proprietary Software.
All partners shall have access to the Partnership’s software when performing
engineering services on behalf of the Partnership. Any personal use of the
Partnership’s software is strictly prohibited.
5

Download Partnership Agreement Template - City of Oakland, California

267 times
Rate
4.3(4.3 / 5) 13 votes
ADVERTISEMENT
Page of 7