Partnership Agreement

Are you creating a new partnership?  If so, protect yourself and assign responsibilities, create a partnership agreement.

PARTNERSHIP AGREEMENT

DATE:

PARTIES:

AGREEMENTS:

SECTION 1. FORMATION OF PARTNERSHIP

1.1 Formation. The Partners hereby agree to form a Partnership pursuant to the provisions of the Partnership Act of the State of [State] (the “Act”) and on the terms and conditions set forth in this agreement.

1.2 Name. The name of the Partnership will be [name of partnership].

1.3 Principal Office. The principal office of the Partnership will initially be at [location or where records held], but may be relocated by the Partners at any time.

1.4 Purposes and Powers. The Partnership is formed for the purpose of [description of partnership’s business] and doing all things necessary, incident, or in furtherance of that business.

1.5 Duration. The Partnership is created for no definite term or particular undertaking, as those terms are used in the Act. The Partnership will commence on the date of this agreement and will continue until dissolved as provided in this agreement.

1.6 Title to Assets. Title to the assets of the Partnership will be held in the name of the Partnership. No Partner individually will have any ownership interest or rights in the assets (including those contributed by the Partner) except indirectly by virtue of the Partner’s ownership of an interest in the Partnership. No Partner will have any right to seek or obtain a partition of any asset of the Partnership, and no Partner has the right to any specific assets of the Partnership upon the liquidation of, or any distribution from, the Partnership.

SECTION 2. PARTNERS, CONTRIBUTIONS AND INTERESTS

2.1 Initial Contributions. The agreed value of the initial capital contributions of each of the Partners and their initial Ownership Interests are as follows:

Name Amount of 

Contribution

Ownership 

Interest

[Partner 1] $[dollar amount of contribution 1] [percentage of interest 1]%
[Partner 2] $[dollar amount of contribution 2] [percentage of interest 2]%
If more than 2 partners, insert more rows in table and add.

Give description of how contributions are received by each partner. Could be cash or transfer of assets. If transfer of assets, attach an Exhibit [designate exhibit #] to the Partnership free and clear of liens and encumbrances in accordance with the terms of a deed containing warranties of title and good right to convey. All contributions are being made at the time this agreement is signed.

2.2 Additional Contributions. No Partner will be required to contribute additional capital to the Partnership without the Partner’s consent. Additional capital contributions will be accepted only if the Partners unanimously approve and set the maximum total amount of the contributions. If the Partners do so, the Partners will have the opportunity, but not the obligation, to make the additional capital contributions on a pro rata basis in accordance with their Ownership Interests. If any Partner elects to make less than the Partner’s pro rata share of any additional capital contribution, the other Partners may contribute the difference on a pro rata basis in accordance with their Ownership Interests or on any other basis the other Partners may agree upon.

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