Business partnership [Archive]

alextoon888

Nov 24, 2007, 11:45 AM

I have some of these on file, it's a blank template but I hope it helps.
Keep it short as you can and put your key concerns within it. Always take legal advice!
(Had to take out some of text - as I had to keep below 10,000 words)

Good luck! :)

Alex
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PARTNERSHIP AGREEMENT

This Partnership Agreement is made and effective this _______________

BETWEEN:

AND: ITC E-Group Ltd.

RECITALS

A. Partners desire to join together for the pursuit of selling and fulfilling the ________

In consideration of the mutual promises contained in this agreement, partners agree as follows:

1. NAME AND DOMICILE

The name of the partnership shall be [NAME]. The principal place of business shall be at [ADDRESS], [CITY], [STATE/PROVINCE], unless relocated by consent of the partners.

2. PURPOSES

Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

3. DURATION OF AGREEMENT

The term of this agreement shall be for [NUMBER] years, commencing on [DATE], and terminating on [DATE], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.

4. CLASSIFICATION AND PERFORMANCE BY PARTNERS

a. Partners shall be classified as active partners, advisory partners, or estate partners.

b. An active partner may -------

c. If an active partner dies, --------

d. Only active partners shall have any vote in any partnership matter.

e. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [NAME] and [NAME], who shall be advisory partners.

f. An active partner, after attaining the age of [AGE] years, or prior to that age if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] ------------

g. Any active partner may at any age be required to become an advisory partner at any time if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE]--------

h. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner’s birthday occurs.

I. In the event that an active partner becomes an advisory partner or dies, the partner or the partner’s estate shall be entitled to the following payments at the following times:

5. CONTRIBUTION

Each partner shall contribute [AMOUNT] on or before [DATE] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen.

6. MANAGEMENT OF THE PARTNERSHIP

The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership ---------------

a. Acquire, purchase, renovate, improve, and own any property or assets necessary ----------
b. Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time ----------

c. Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration;

d. File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof or any other aspect of the Partnership business;

e. Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration ----------

7. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

The Partnership shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

a. On a date designated by the Partners and approved by Vote of Partners;

b. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof;

c. One of the Partners committed an illegal or unapproved action;

d. [OTHER]

8. BUSINESS EXPENSES

The rent of the buildings where the partnership business shall be carried on, and the cost of repairs and alterations, all rates, taxes, payments for insurance, and other expenses in respect to the buildings used by the partnership, ------------

9. MEETINGS

6.1 Place of Meetings
Meetings of the Partners may be held at any place within or without [STATE/PROVINCE] as determined by the Partners but will generally be held at [LOCATION] .

6.2 Notices
Whenever Partners are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than [NUMBER] days, nor more than [NUMBER] days before the date of the meeting to each Part-------AUTHORITY

11. SEPARATE DEBTS

No partner shall enter into any bond, or become surety or cosigner, or provide security for any person, partnership, or corporation, or knowingly condone anything by which the -------

12. BOOKS AND RECORDS

Books of account shall be maintained by the partners, and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property of the partnership. The books ---------

13. ACCOUNTING

The fiscal year of the partnership shall be from [MONTH AND DAY] to [MONTH AND DAY] of each year. On the [DAY] of [MONTH], commencing in [YEAR], and on the [DAY] of [MONTH] in each succeeding year, a general accounting shall be made and taken by the partners of all sales, purchases ---------

14. DIVISION OF PROFITS AND LOSSES

Each partner shall be entitled to [%] of the net profits of the business, and all losses occurring in the course of the business shall be borne in the same proportion, unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, ----------

15. ADVANCE DRAWS

Each partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn ----------

16. SALARY

No partner shall receive any salary from the partnership, and the only compensation to be paid shall be as provided in Articles Ten and Eleven.

17. RETIREMENT

In the event any partner shall desire to retire from the partnership, the partner shall give [NUMBER] months’ notice in writing to the other partners. The continuing partners ---------

18. RIGHTS OF CONTINUING PARTNERS

On the retirement of any partner, the continuing partners shall be at liberty, if they so desire, to retain all trade names designating the firm name used. Each of the partners sha----
19. DEATH OF PARTNER

In the event of the death of one partner, the legal representative of the deceased partner shall remain as a partner in the firm, except that the exercise of this right on the part of the representative of the deceased partner shall not continue for a period in excess of [NUMBER------------

20. EMPLOYEE MANAGEMENT

No partner shall hire or dismiss any person in the employment of the partnership without the consent of the other partners, except in cases of gross misconduct by the employee.

21. RELEASE OF DEBTS

No partner shall compound, release, or discharge any debt that shall be due or owing to the partnership, without receiving the full amount of the debt, unless that partner obtains the prior written consent of the other partners to the discharge of the indebtedness.

22. COVENANT AGAINST REVEALING TRADE SECRETS

No partner shall, during the continuance of the partnership or for [NUMBER] years after its termination ----------

23. ADDITIONAL CONTRIBUTIONS

The partners shall not have to contribute any additional capital to the partnership to that required under Article Four, except as follows: (1) each partner shall be required to contribute a proportionate share in additional contributions-----

24. ARBITRATION

If any differences shall arise between or among the partners as to their rights or liabilities under this agreemen------

25. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the partners that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or defic-------
26. NOTICES

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at addresses already specified in this Agreement.

27. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

28. GOVERNING LAW

This Agreement shall be construed and enforced in accordance with the laws of the state of [STATE/PROVINCE].

29. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other -----

IN WITNESS WHEREOF, the parties have executed this Partnership Agreement at [DESIGNATE PLACE OF EXECUTION] the day and year first above written.

FIRST PARTNER SECOND PARTNER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title