Partnership Exit Agreement

Document Sample
Partnership Exit Agreement Powered By Docstoc
					This Partnership Exit Agreement is made among the partners of a partnership whereby
one partner wishes to exit or leave the partnership. The agreement provides for
consideration to be paid to the exiting partner in exchange for the transfer of the exiting
partner's partnership interest that will be transferred to the remaining partners. This
sample agreement contains both standard clauses as well as opportunities for
customization to ensure that the understandings of the parties are properly set forth.
                     PARTNERSHIP EXIT AGREEMENT

THIS AGREEMENT made as of _____________, 201___.

BETWEEN:


                                 _______________________                          ("Partner 1")

                                              - and -

                                 _______________________                          ("Partner 2")

                                              - and -

                                  ______________________                          ("Partner 3")



WHEREAS:

A.             Partner 1, Partner 2 and Partner 3 (the "Partners") formed a partnership under the
name "_________________" [PROVIDE NAME OF PARTNERSHIP] in _____ [PROVIDE
YEAR THAT PARTNERSHIP WAS OFFICIALLY FORMED] and governed currently by a
Partnership Agreement dated ____________, 201___ (the "Partnership Agreement") annexed
hereto as Schedule “A”;

B.              Partner ___ [PROVIDE NAME OF THIS PARTNER] desires to exit the
partnership (the "Partnership") in accordance with the terms of this Agreement;

                IN RETURN FOR the mutual promises in this Partnership Agreement and other
valid consideration (the receipt and sufficiency of which is acknowledged by each party), we, the
Partners, agree as follows:


1.1      Subject to the terms and conditions contained herein and the terms contained in the
         Partnership Agreement, Partner ___ [NAME OF THE PARTNER WHO IS
         LEAVING] hereby agrees to assign and transfer to Partner ___ [NAME OF A
         REMAINING PARTNER] and Partner ___ [NAME OF ANOTHER REMAINING
         PARTNER, IF APPLICABLE] his/her/its partnership interest in the Partnership.

1.2      Partner ___ [NAME OF THE PARTNER WHO IS LEAVING] shall assign and
         transfer to Partner ___ and Partner ____, ____[PROVIDE NUMBER OF THE

© Copyright 2011 Docstoc Inc.                                                             1
         UNITS] partnership units owned by Partner ___ [NAME OF THE PARTNER WHO
         IS LEAVING], effective the date of this Agreement.

1.3      The Partners hereby mutually agree that the current fair market value of Partner ___
         [NAME OF THE PARTNER WHO IS LEAVING] partnership interest is
         _________ ($_______) Dollars.

1.04   As consideration for the assignment and transfer of Partner ___ [NAME OF THE
       PARTNER WHO IS LEAVING] interest in the Partnership, Partner ___ and Partner
       ___ hereby agree to pay to Partner ____ [NAME OF THE PARTNER WHO IS
       LEAVING] the sum of _______ ($______) Dollars (the “Consideration”).

1.05   The Consideration shall be paid to Partner ___ [NAME OF THE PARTNER WHO IS
       LEAVING] by Partner ___ and Partner ___ by way of cash, certified check, bank draft,
       direct deposit or wire transfer, or by such other means as the parties hereto may in writing
       agree.

1.06   Upon Partner ___ [NAME OF THE PARTNER WHO IS LEAVING] receiving the
       Consideration, Partner ___ [NAME OF THE PARTNER WHO IS LEAVING] shall
       execute and deliver to Partner ___ and Partner ___ [NAMES OF THE PARTNER(S)
       WHO IS/ARE REMAINING] a release, releasing Partner ___, Partner ___ [NAMES
       OF THE PARTNER(S) WHO IS/ARE REMAINING] and the Partnership from any
       future claims that Partner __ [NAME OF THE PARTNER WHO IS LEAVING] may
       have or will have against Partner ___, Partner ___ [NAMES OF THE PARTNER(S)
       WHO IS/ARE REMAINING] or the Partnership. Partner ___ [NAME OF THE
       PARTNER WHO IS LEAVING] hereby further agrees that he/she/it will indemnify
       and hold harmless Partner __, Partner __ [NAMES OF THE PARTNER(S) WHO
       IS/ARE REMAINING] and the Partnership from any loss or liability Partner ___
       [NAME OF THE PARTNER WHO IS LEAVING] may suffer or encounter as a result
       of Partner ___ [NAME OF THE PARTNER WHO IS LEAVING] assigning and
       transferring his/her/its interest in the Partnership to Partner ___ and Partner
       ____[NAMES OF THE PARTNER(S) WHO IS/ARE REMAINING].

1.07   Partner ___ and Partner ___ shall execute and deliver to Partner ___[NAME OF THE
       PARTNER WHO IS LEAVING], a release, releasing Partner ___ [NAME OF THE
       PARTNER WHO IS LEAVING] from any and all outstanding and future liabilities of
       the Partnership. Partner ___ and Partner ___ [NAMES OF THE PARTNER(S) WHO
       IS/ARE REMAINING] hereby agrees that Partner ___ [NAME OF THE PARTNER
       WHO IS LEAVING] will be relieved of any obligations of the Partnership, whether
       contingent or otherwise, save and except for any liability or obligation arising out of any
       act of fraud, bad faith, wilful misconduct or gross negligence of Partner ___[NAME OF
       THE PARTNER WHO IS LEAVING].

1.8    Partner ___ [NAME OF THE PARTNER WHO IS LEAVING], upon receiving the
       Consideration shall execute any and all such documents and instruments as may be

© Copyright 2011 Docstoc Inc.                                                             2
       necessary to effect the transfer of Partner ___ [NAME OF THE PARTNER WHO IS
       LEAVING] partnership interest in the Partnership to Partner ___ and Partner
       ___[NAMES OF THE PARTNER(S) WHO IS/ARE REMAINING].

1.9    The Partners are not liable to each other for any liability, cost or expense incurred due to
       labor disputes, riots, natural catastrophes, explosions, acts of God, or any other similar event
       which is beyond their reasonable control. Any failure or delay by any Partner in the
       performance of his/her/its obligations under this Agreement due to such causes is not a
       breach of this Agreement.
1.10   Each Partner will, at the reasonable request of the other, execute such further documents or
       do whatever is necessary in order to give effect to this Agreement.
1.11   This Agreement is the entire agreement among the Partners dealing with the subjects
       covered in it, and it supersedes any prior agreements between the Partners in respect to the
       subject matter contained herein.
1.12   Unless otherwise provided in this Agreement, no amendment to this Agreement is binding
       unless it is written and signed by all of the Partners.
1.13   This Agreement may be signed in any number of counterparts, each of which is considered
       to be an original, and all of which are considered to be the same document.
1.14   All monetary amounts in this Agreement are expressed in the currency of ___________ .
       [E.G., U.S. DOLLARS]
1.15   Should any provision or provisions of this Agreement and/or its conditions be illegal or not
       enforceable, it or they shall be considered separate and severable from this Agreement and
       its remaining provisions and conditions shall remain in force and be binding upon the parties
       hereto as though they said provision or provisions or conditions had never been included.
1.16   This Agreement shall enure to the benefit of, and be binding on, the parties hereto and their
       respective successors and permitted assigns. No party to this Agreement may assign or
       transfer, whether absolutely, by way of security or otherwise, all or any part of its respective
       rights or obligations under this Agreement without the prior written consent of the other
       parties.
1.17   Time is of the essence of this Agreement.
1.18   This Agreement shall be governed in accordance with the laws of the State of ___________.


                 IN WITNESS WHEREOF the said parties hereto have hereunto set their hands and
seals as of the date first hereabove written.




Witness:                                               Partner 1


© Copyright 2011 Docstoc Inc.                                                                3
Witness:                        Partner 2



Witness:                        Partner 3



                                (PARTNERSHIP)
                                Per: ___________________________



                                I have authority to bind the Partnership.




© Copyright 2011 Docstoc Inc.                                   4
     5

SCHEDULE “A”
                                                                     6


				
DOCUMENT INFO
Description: This Partnership Exit Agreement is made among the partners of a partnership whereby one partner wishes to exit or leave the partnership. The agreement provides for consideration to be paid to the exiting partner in exchange for the transfer of the exiting partner's partnership interest that will be transferred to the remaining partners. This sample agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth.