Partnership Agreement Template

PARTNERSHIP AGREEMENT

This Partnership Agreement (the "Agreement") is made on between:

Partner A: , located at ("Partner A"); and

Partner B: , located at ("Partner B").

Each is a "Partner" and together they are the "Partners."

1. FORMATION AND NAME

The Partners agree to form a general partnership (the "Partnership") under the name . The Partners will complete any registration or filings required by law to establish the Partnership.

2. PURPOSE

The Partnership is formed to carry on the business of and any lawful activity related to it.

3. PRINCIPAL PLACE OF BUSINESS

The Partnership's principal place of business is , or any other location the Partners agree on in writing.

4. TERM

The Partnership begins on and continues until it is dissolved under this Agreement.

5. CAPITAL CONTRIBUTIONS

Each Partner will contribute the following to the Partnership's initial capital:

Partner A:

Partner B:

These contributions set each Partner's ownership share: Partner A % and Partner B %.

6. ADDITIONAL CAPITAL

No Partner is required to contribute additional capital unless the Partners agree in writing. If more capital is needed and a Partner does not contribute their share, the other Partner(s) may contribute it, and the ownership shares may be adjusted proportionally.

7. PROFITS, LOSSES, AND DISTRIBUTIONS

The Partnership's profits and losses will be shared between the Partners in proportion to their ownership shares. Distributions will be made at the times and in the amounts the Partners agree, after keeping enough funds for the Partnership's needs. No interest is paid on capital contributions.

8. MANAGEMENT AND DECISIONS

The Partners will manage the Partnership together, each having an equal say in day-to-day decisions unless stated otherwise here: . Major decisions — such as taking on debt, selling Partnership assets, admitting a new Partner, amending this Agreement, or dissolving the Partnership — require the agreement of .

9. DUTIES AND OUTSIDE ACTIVITIES

Each Partner will act in good faith and in the best interests of the Partnership and devote the time reasonably needed to their role. A Partner may have other business interests, provided they do not compete with or harm the Partnership without the other Partners' written consent.

10. BANKING, BOOKS, AND RECORDS

The Partnership will keep accurate books and records and maintain a separate bank account in the Partnership's name. Each Partner may inspect the records at any reasonable time. The Partnership's financial year ends on , and each Partner is responsible for their own taxes on their share of the profits.

11. ADMISSION OF NEW PARTNERS

A new Partner may be admitted only with the written consent of all existing Partners and after agreeing in writing to be bound by this Agreement. Existing ownership shares will be adjusted as the Partners agree.

12. TRANSFER OF PARTNERSHIP INTEREST

A Partner may not sell or transfer their interest without first offering it to the other Partner(s) on the same terms (a right of first refusal). The other Partner(s) have days to accept. Any transfer must comply with this Agreement, and a buyer becomes a full Partner only with the other Partners' written consent.

13. WITHDRAWAL, DEATH, OR INCAPACITY

A Partner may withdraw with days' written notice. If a Partner withdraws, dies, or becomes unable to continue, the remaining Partner(s) may buy that Partner's interest at its fair value, and the Partnership will continue. If they choose not to, the Partnership may be dissolved.

14. DISSOLUTION AND WINDING UP

The Partnership will be dissolved if the Partners agree in writing, if required by law, or as otherwise provided in this Agreement. On dissolution, the Partnership's assets will be applied in this order: (a) pay debts and liabilities; (b) return the Partners' capital; and (c) distribute any remainder to the Partners in proportion to their ownership shares. The Partners will make any dissolution filings required by law.

15. CONFIDENTIALITY AND PARTNERSHIP PROPERTY

Each Partner will keep the Partnership's non-public information confidential and will use the Partnership's name and assets only for Partnership business.

16. DISPUTE RESOLUTION AND LEGAL FEES

The Partners will first try to resolve any dispute through good-faith negotiation, then through mediation or binding arbitration, before going to court. The prevailing party in any dispute is entitled to recover its reasonable attorney's fees and costs, to the extent allowed by law.

17. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

18. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of .

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first written above.