Partnership Agreement Template

This Partnership Agreement (hereinafter referred to as the "Agreement") is entered into on   (the "Effective Date") by and between 

PARTNERSHIP. Under this Agreement, the Parties declare their willingness to establish the general partnership.

The partnership shall be called   (the "Partnership").

The principal place of business of the Partnership shall be at  .

The purpose of the Partnership is to  .

The partners shall have the right to engage in any activities necessary or incidental to achieve the stated purpose of the Partnership.

The Partnership shall commence operations on the Effective Date and continue until terminated or dissolved under the provisions outlined in this Agreement.

CONTRIBUTIONS. Each partner shall contribute initial capital as set forth below:

The general partner(s) is/are:

The total initial capital contribution to the Partnership is   (the "Total Initial Capital").

All contributions shall be submitted no later than  .

Nature of contributions. Capital contributions may be made in the form of:

If the contributions are made in the form of property or assets, the fair market value shall be determined through mutual agreement or by an independent appraisal. It shall be indicated in the shareholder agreement or other statutory documents.

Accounting for contributions. The Partnership shall keep accurate records of all contributions made by each partner, indicating the date, nature, and value of each contribution in accordance with current laws. These records shall be available for inspection by any partner upon request.

Distribution of profits and losses. The Partnership shall distribute profits and losses among the partners in accordance with the ownership percentages specified in this Agreement, taking into consideration any written adjustments agreed upon by the partners.

OWNERSHIP AND PROFIT DISTRIBUTION. The ownership interests of the partners in the Partnership are set forth below:

The total ownership of all partners must be equal to 100%. 

Distribution of profits and losses. The Partnership profits and losses shall be distributed among the partners by the ownership percentages defined above. The distribution shall be made annually.

MANAGEMENT AND DECISION-MAKING. The management of the Partnership is entrusted to the partners, who collectively make decisions regarding daily operations and strategic direction of the Partnership. Each partner has authority in proportion to ownership in managing the Partnership, subject to the provisions set forth in this Agreement.

Meetings and decision-making process. Partnership meetings may be held as necessary to discuss and make decisions on important issues related to the Partnership activities. 

Decisions shall be made by a majority of votes, with each partner entitled to a number of votes equal or proportionate to the ownership in the Partnership. In the event of a deadlock or disagreement, the partners shall make reasonable efforts to resolve the issue through negotiations and reach a compromise.

Critical decisions. The partner's unanimous consent is required to make the following material decisions:

COMPENSATION AND WITHDRAWAL. The partners shall be entitled to receive compensation for their services rendered to the Partnership in accordance with the terms and conditions of this Agreement. The compensation structure for each partner is as follows:  .

Terms of remuneration payment. Compensation to the partners shall be paid on a   basis. Any adjustments to the amount of compensation shall be agreed upon by the partners and documented in writing.

Withdrawal from the partnership. The partner wishing to withdraw from the Partnership may proceed by providing written notice to other partners, indicating a withdrawal date, which should not be less than   days from the date of the notice. Upon withdrawal, the capital account of the withdrawing partner shall be settled as per the terms and conditions of this Agreement.

Redemption of the withdrawing partner's share. Upon the withdrawal of the partner, the remaining partners shall have the right to purchase the ownership interest of the withdrawing partner at a price established through a unanimous agreement among the partners or determined by the results of an independent valuation made by an outside company, subject to approval by the majority of the partners.

Payment of the withdrawn capital. The balance of the capital account of the withdrawing partner shall be paid out in accordance with this Agreement, and any remaining funds shall be distributed in proportion to the ownership interests of the remaining partners.

Non-competition and confidentiality. Withdrawing partners may be subject to non-competition and confidentiality provisions as set forth in this Agreement.

ACCEPTANCE OF NEW PARTNERS. The process of joining the Partnership should be as follows:

• The admission of new partners to the Partnership shall be in accordance with the terms set out in this Agreement;

• The admission of new partners shall be formalized in writing and become effective upon completion of all necessary formalities and obtaining the required consent of existing partners as set forth in this Agreement.

Capital contributions. New partners shall make an initial capital contribution to the Partnership. The terms of the new partner's contribution shall be documented in writing.

Percentage of ownership. The percentage of ownership of the new partner shall be determined by the majority of the partners.

Transfer of ownership. Existing partners may transfer a portion of their ownership interest to a new partner as part of the entry process, depending on the unanimous approval of the partners.

Rights and obligations. The new partners shall have rights and obligations in accordance with the terms of this Agreement and the ownership interest allocated to them upon admission.

DURATION. This Partnership shall commence on the Effective Date of this Agreement.

The Partnership may be extended or renewed by mutual agreement of the partners in writing.

TERMINATION OR DISSOLUTION. This Partnership may be terminated or dissolved under the following circumstances:

• Unanimous consent of all partners to dissolve the Partnership.

• Any other event or condition specified in this Agreement or provided for by applicable law.

In the event of termination or dissolution, the partners shall follow the procedures set forth in this Agreement, including unanimous voting or other agreed methods of making such decision. Upon the decision to terminate or dissolve, the Partnership shall begin the process of closing its affairs.

Termination of operations. The liquidation process includes, but is not limited to the following:

• Settlement of debts and liabilities of the Partnership;

• Liquidation of the assets of the Partnership;

• Distribution of the remaining property between the partners in accordance with their shares of ownership.

Distribution of assets. After all debts and liabilities have been paid off, the remaining assets shall be distributed among the partners in proportion to their respective shares in the capital.

Consequences of termination or dissolution. The termination or dissolution of the Partnership shall not release the partners from their obligations and liabilities arising during the term of the Partnership, which shall be governed by this Agreement.

CONFIDENTIALITY. The partners agree to keep all information disclosed during this Agreement confidential and not to share such information with any third party unless required by law. The partners agree not to use the confidential information for any purpose other than what is necessary to fulfill their obligations under this Agreement.

NOTICE. Any notice, request, demand, or other communication required under this Agreement shall be sufficiently given if delivered personally or by certified mail, return receipt requested, to the address specified in the opening paragraph or to such other address as one party may have furnished to the other in writing, or to emails set forth below:

GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of  , and any disputes arising out of or in connection with this Agreement shall be exclusively resolved by the courts of the State of  .

SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

ASSIGNMENT. Neither Party may assign or transfer this Agreement without obtaining prior written consent from the non-assigning Party, which approval shall not be unreasonably withheld.

ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes any prior oral or written agreements.

WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DETAILS AND SIGNATURES OF THE PARTIES