This Agreement of Partner Expulsion is entered into among the partners of a
partnership whereby the majority of the partners agree to expel an existing partner.
This agreement is used to set out the terms and conditions of the partner's expulsion in
the event the original partnership agreement does not provide for terms relating to the
expulsion of a partner. It contains essential information relating the purchase of the
expelled partner's interest, indemnification and a noncompetition agreement. This
document contains standard clauses as well as opportunities to customize the
agreement to fit the needs of the parties.
AGREEMENT OF PARTNER EXPULSION
THIS AGREEMENT OF PARTNER EXPULSION (the “Agreement”), is made as of
the ____ day of __________, 2_____.
B E T W E E N:
(hereinafter referred to as "Partner A")
OF THE FIRST PART,
(hereinafter referred to as "Partner B”)
OF THE SECOND PART,
(hereinafter referred to as “Partner C”)
OF THE THIRD PART
WHEREAS Partner A, Partner B and Partner C commenced doing business in a
partnership (the “Partnership”) under the business name ____________________ (the
“Business”), having its principal place of business at __________________________
[Instruction: insert street address, city, and state] pursuant to a Partnership Agreement dated the
___ day of ___________, 2____ (the “Partnership Agreement”) a copy of that agreement is
attached as Exhibit _________;
AND WHEREAS Partner A and Partner B are desirous of expelling Partner C
from the Partnership;
AND WHEREAS the Partnership Agreement fails to provide for provisions
relating to the expulsion of a partner;
AND WHEREAS Partner A and Partner B have mutually agreed to expel Partner
C from the Partnership and Partner C has agreed to be expelled from the Partnership pursuant to
the terms and conditions contained herein.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements herein contained, the parties hereto covenant and agree with each
other as follows:
The above recitals are true in all respects and form an integral part of the Agreement as if
they had been recited again herein.
2. EXPULSION OF PARTNER
A. Partner A and Partner B hereby acknowledge and agree that effective
immediately, Partner C shall cease to be a partner of the Partnership upon the
execution hereof this Agreement, after which Partner C shall:
i. Have no authority to enter any obligation on behalf of the partnership.
ii. Have no right to participate in the management and conduct of the
iii. Be relieved of the duty of loyalty and care to the Partnership and the
partners therein with respect to any matter arising after __________
[Instruction: insert his or her] expulsion.
B. Partner A and Partner B hereby mutually agree that the Partnership shall
continue in full force and effect with the expulsion of Partner C on the same terms
and conditions contained in the Partnership Agreement.
3. STATEMENT OF DISSOCIATION
The partnership shall prepare a statement of dissociation stating that Partner C is expelled
from the partnership on the expulsion date and shall file the statement in the office of the
Secretary of State [Instruction: add if appropriate, “and record a certified copy of the
statement in the county recorder’s office in each county where the Partnership owns real
property.] Immediately after filing, the partnership shall provide a copy of the statement of
dissociation certified by the Secretary of State to Partner C.
4. SALE AND RELEASE OF PARTNERSHIP INTEREST
A. Partner A, Partner B and Partner C hereby agree that Partner A and Partner B
shall purchase from Partner C his/her _______ (___%) percent of partnership interest
in the Partnership for the sum of __________ ($______) Dollars (hereinafter “the
buyout price”) and upon Partner C rec