Indiana Partnership Agreement


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                             This Partnership Agreement is a written document that explicitly details the relationship
                             between the business partners and their individual obligations and contributions to the
                             partnership. The agreement states the nature of the business, the partners' capital
                             contributions and the management duties and restrictions of each partner. It contains many
                             of the standard provisions that are commonly included in partnership agreements, and may
                             be customized to address the specific needs of the partners. This document should be
                             used when forming a partnership located in Indiana.

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                                PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (hereinafter “Partnership”) is made as of ____ [Month]
____ [Date], 20____, by and between ___________________ [Instruction: Insert the name of
1st party], residing at _______________________ [Instruction: Insert the address of 1st
party],      ________________________             [Instruction:       Insert    the       County],
________________________ [Instruction: Insert the State] and ___________________
[Instruction: Insert name of 2nd party], residing at _________________________
[Instruction: Insert address of 2nd party], ________________________ [Instruction: Insert
the County],. ________________________ [Instruction: Insert the State]. Both the parties
may individually be referred to as “Partner”, or, collectively as “Partners”.

1. Nature of Business
   The Partners listed above hereby agree that they shall be considered Partners in business for
   the following purpose:
   [Instruction: Insert the nature/purpose of business to be conducted.]

2. Name.
   The Partnership shall be conducted under the name of ________________________
   [Instruction: Insert the name under which the Partnership shall be conducted] and shall
   maintain offices at:
   [Instruction: Insert the address of the principal office where the business shall be
   conducted along with City, State, and Zip.]

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3. Day-To-Day Operation.
   The Partners shall provide their full-time services and best efforts on behalf of the
   Partnership. No Partner shall receive a salary for services rendered to the Partnership. Each
   Partner shall have equal rights to manage and control the Partnership and its business.
   Should there be differences between the Partners concerning ordinary business matters, a
   decision shall be made by unanimous vote. It is understood that the Partners may elect one of
   the Partners to conduct the day-to-day business of the Partnership; however, no Partner shall
   be able to bind the Partnership by act or contract to any liability exceeding ________ ($___)
   [◊ Twenty thousand dollars only ($20,000)] without the prior written consent of each

 4. Capital Contribution.
     The Capital Contribution of each Partner to the Partnership shall consist of the following
     property, services, or cash which each Partner agrees to contribute:

              Serial        Name Of             Capital           Agreed           % Share
           Number            Partner         Contribution       Upon Cash

The Partnership shall maintain a capital account record for each Partner; should any Partner’s
capital account fall below the agreed to amount, then that Partner shall:
   a) have his share of Partnership profits then due and payable applied instead to his capital
       account; and

   b) pay any deficiency to the Partnership if his share of Partnership profits is not yet due and
       payable or, if it is, his share is insufficient to cancel the deficiency.

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5. Management Duties and Restrictions.
   The Partners shall have equal rights in the management of the Partnership, and each Partner
   shall devote his entire time to the conduct of the business. Without the consent of the other
   Partner neither Partner shall on behalf of the Partnership 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 for or of
   the Partnership other than the type of property bought and sold in the regular course of its

6. Banking.
   All funds of the Partnership shall be deposited in its name in such checking account or
   accounts as shall be designated by the Partners. All withdrawals are to be made upon checks
   signed by either Partner.

7. Books.
   The Partnership books shall be maintained at the principal office of the Partnership, and each
   Partner shall at all times have access thereto. The books shall be kept on a fiscal year basis,
   commencing _____ [Month] _____ [Date], 20____ and ending _____ [Month] _____
   [Date], 20____, and shall be closed and balanced at the end of each fiscal year. An audit
   shall be made as of the closing date.

8. Profits and Losses.
   The profits and losses of the Partnership shall be divided by the Partners according to a
   mutually agreeable schedule and at the end of each calendar year according to the
   proportions listed above.

9. Term/Termination.
   The term of this Partnership shall be for a period of ___________ (___) [◊ ten (10)] years,
   unless the Partners mutually agree in writing to a shorter period. Should the Partnership be
   terminated by unanimous vote, the assets and cash of the Partnership shall be used to pay all
   creditors, with the remaining amounts to be distributed to the Partners according to their
   proportionate share.

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10. Disputes.
   This Partnership shall be governed by the laws of the State of Indiana. Any disputes arising
   between the Partners as a result of this Agreement shall be settled by arbitration in
   accordance with the rules of the American Arbitration Association and judgment upon the
   award rendered may be entered in any court having jurisdiction thereof.

11. Withdrawal/Death of Partner.
   In the event a Partner withdraws or retires from the Partnership for any reason, including
   death, the remaining Partners may continue to operate the Partnership using the same name.
   A withdrawing Partner shall be obligated to give _________ (___) [◊ sixty (60)] days’
   [Instruction: Insert number of days required by a withdrawing Partner of his intention
   to withdraw or retire] prior written notice of his/her intention to withdraw or retire and
   shall be obligated to sell his/her interest in the Partnership. No Partner shall transfer interest
   in the Partnership to any other party without the written consent of the remaining Partner(s).
   The remaining Partner(s) shall pay the withdrawing or retiring Partner, or to the legal
   representative of the deceased or disabled Partner, the value of his interest in the Partnership,
   a. the sum of his capital account,
   b. any unpaid loans due him,
   c. his proportionate share of accrued net profits remaining undistributed in his capital
        account, and
   d. his interest in any prior agreed appreciation in the value of the Partnership property over
        its book value. No value for good will shall be included in determining the value of the
        Partner’s interest.

12. Non-Compete Agreement.
   A Partner who retires or withdraws from the Partnership shall not directly or indirectly
   engage in a business which is or which would be competitive with the existing or then
   anticipated business of the Partnership for a period of ___________ (___) [◊two (2)] years,
   in those ________________________ [Instruction: Insert the Counties] of the State of
   Indiana, where the Partnership is currently doing or planning to do business.

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IN WITNESS WHEREOF, the Partners have duly executed this instrument on the day and year
set forth hereinabove.

[Instruction: Insert signature of Partner # 1]
[Instruction: Insert typed/printed name of Partner # 1]

[Instruction: Insert signature of Partner # 2]
[Instruction: Insert typed/printed name of Partner # 2]

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