VIEWS: 205 PAGES: 6 CATEGORY: Creating a Partnership Agreement POSTED ON: 12/8/2011
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 New York.
Docstoc Legal Agreements 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 New York. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modifi ed by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved 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.] 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 ($20,000)] without the prior written consent of each Partner. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 1. 2. 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. 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 business. 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, © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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. 10. Disputes. This Partnership shall be governed by the laws of the State of New York. 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, or 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 goodwill shall be included in determining the value of the Partner’s interest. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 12. Non-Solicitation Any partner shall not, directly or indirectly, at any time, before the dissolution of the partnership or for a period of 2 years from the date of retirement/dissociation (however caused), either individually or through any company controlled by him/her and either on his/her behalf or on behalf of any other person competing or endeavoring to compete with the Partnership, directly or indirectly solicit for carrying a business which is or which would be competitive with the existing or then anticipated business of the Partnership within the limits of _________________ Counties of the State of New York. 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] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5
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