Partnership Agreement Article Re: Right of First Refusal


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									A partnership agreement sets forth the terms and conditions that govern the relationship
between business partners and their obligations to the partnership. Without a written
partnership agreement, state law may determine the default rules as to the rights of
partners and how partnership assets and liabilities will be distributed. Depending on the
goals and purposes of the partnership, various provisions can be included in the
agreement detailing the rules that will govern the relationship between the partners and
what shall occur if specific contingencies arise. This partnership agreement article on
Right of First Refusal may be inserted into a partnership agreement and can be
modified depending on the partners’ specific needs.
                                  PARTNERSHIP AGREEMENT ARTICLE
                                     RE: RIGHT OF FIRST REFUSAL

          If any Partner receives an offer, whether or not solicited by him/her, from a person not
then a Partner to purchase all or any portion of his interest in the Partnership, and if the Partner
receiving the offer is willing to accept it, he/she shall give written notice of the amount and terms
of the offer, the identity of the proposed transferee, and his/her willingness to accept the offer to
each of the other Partners. The other Partners shall have the option, within thirty (30) days after
that notice is given, to purchase the designated interest or designated portion of the interest of the
Partner giving notice on the same terms as those contained in the offer. If a Partner(s) chooses to
exercise the option, then he/she/they shall each contribute the appropriate percentage of the
consideration and shall each individually acquire an equal proportional interest in the selling
Partner's interest. [Comment: If there is only one Partner interested in purchasing the
interest, that Partner would acquire 100%. If there were two Partners, then each would
contribute 50% of the selling price and each would acquire a 50% interest in the selling
Partner’s interest].

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