Agreement for Assignment and Sale of Partnership Interest and
Reorganization with Purchaser as New Partner (including Assignment)
This Agreement is made on (date), between (Name of Partnership), a partnership
consisting of (Name of Partner One), of (street address, city, county, state, zip code),
referred to herein as Partner One, (Name of Partner Two), of (street address, city,
county, state, zip code), referred to herein as Partner Two, (Name of Partner Three), of
(street address, city, county, state, zip code), referred to herein as Partner Three, and
(Name of Purchaser), of (street address, city, county, state, zip code), referred to herein
as Purchaser. (Name of Partnership) is referred to herein as the Partnership.
Whereas, the Partnership operates as a partnership pursuant to the Partnership
Agreement, a copy of which is attached hereto as Exhibit A; and
Whereas, Purchaser desires to purchase from Partner One a ___% (e.g., 33%)
undivided interest in the Partnership, and to participate in the operation of the business
with Partner Two and Partner Three;
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Sale of Partnership. Partner One hereby agrees to sell and transfer to
Purchaser an undivided ____% interest in the Partnership, including ___ % of all its
assets, which ____% interest represents all of Partner One’s rights, title to and interest
in ownership in the Partnership.
2. Payment. Purchaser agrees to pay as the purchase price for said undivided
____% interest in the Partnership the sum of $________________ in cash on or before
(date). Said purchase price is based on the following valuations:
A. Furniture and fixtures: $____________.
B. Stock of Goods: $__________________.
C. Office supplies: $ __________________.
D. Accounts receivable: $ ______________.
E. Lease: $________________.
Less: Accounts Payable: $_______________.
Total Net Purchase Price: $_______________.
3. Audit; Books of Account. An audit of the assets and liabilities of the
Partnership shall be taken as of the date of this Agreement, and the books of account of
the Partnership shall be closed. The books of account shall be adjusted to show the
assignment to Purchaser of an undivided _____% interest in the Partnership.
4. Assumption of Liabilities. Partner One, Partner Two, and Partner Three agree
that should the audit report disclose unpaid bills and accounts outstanding against the
Partnership of more than $_________ , Partner One will individually assume liability for
all sums in excess of that amount.
5. Partnership Agreement. A new partnership agreement in the form attached
hereto as Exhibit B shall be executed at the time of the sale of said partnership interest
by Partner One. As set forth in said Exhibit, the compensation and division of the profits
between Purchaser, Partner Two and Partner Three shall be computed as follows: (If
profits are not to be shared in accordance with the percentages owned by each Partner,
said method of sharing profits should be set forth here.)
6. No Interruption. The business of the Partnership shall be operated without
interruption in the manner provided by Exhibit B, except as modified by this Agreement.
7. Charging to New Partnership. Except as heretofore stated, the accounts, costs,
and disbursements of the Partnership shall be chargeable to and paid by the new
partnership described in Section 5.
8. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to
the contrary notwithstanding, any dispute under this agreement shall be required to be
resolved by binding arbitration of the parties hereto. If the parties cannot agree on an
arbitrator, each party shall select one arbitrator and both arbitrators shall then select a
third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and effect.
9. Severability. The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
10. No Waiver. The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any
breach of any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall continue and
remain in full force and effect as if no such forbearance or waiver had occurred.
11. Governing Law. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of (name of state).
12. Notices. Unless provided herein to the contrary, any notice provided for or
concerning this Agreement shall be in writing and shall be deemed sufficiently given
when sent by certified or registered mail