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. As drafted, this
sample agreement provides that any disputes arising between partners will be settled by
arbitration and that in the event of a partner withdrawal or retirement, the remaining
partners may continue to operate the partnership subject to the specified terms and
conditions. This short-form template contains standard provisions common to
partnership agreements but can be customized to ensure that the understandings of the
parties are properly set forth.
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.]
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.
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:
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Serial Name Of Capital Agreed % Share
Contribution Upon Cash
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
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
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.
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.
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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.
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
This Partnership shall be governed by the laws of the State of _________________. 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
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