Free Partnership Agreement Template

PARTNERSHIP AGREEMENT This Partnership Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), BETWEEN: [Partner 1 Name], with a principal place of business at [Partner 1 Address] (the "Partner 1"); AND [Partner 2 Name], with a principal place of business at [Partner 2 Address] (the "Partner 2"). The Partner 1 and the Partner 2 may be referred to individually as a "Party" and collectively as the "Parties." 1. PARTNERSHIP NAME AND PURPOSE The Partners form [Partnership Name] to conduct: [Business Purpose]. The partnership begins on the Effective Date and continues until dissolved per this Agreement. 2. CAPITAL CONTRIBUTIONS Partner 1 contributes [Partner 1 Capital Contribution]; Partner 2 contributes [Partner 2 Capital Contribution]. Additional contributions require unanimous consent unless otherwise stated. 3. PROFIT AND LOSS DISTRIBUTION Profits and losses are allocated [Profit Sharing Percentages] and distributed [Distribution Frequency], subject to reserves for taxes and operations. 4. MANAGEMENT AND DECISION MAKING Ordinary decisions require [Ordinary Decision Threshold]. Major decisions (debt over [Major Debt Threshold], sale of assets, new partners) require [Management Voting Threshold]. Each Partner has authority to bind the partnership within ordinary course unless restricted in writing. 5. PARTNER ROLES AND RESPONSIBILITIES Partner 1 responsibilities: [Partner 1 Roles]. Partner 2 responsibilities: [Partner 2 Roles]. Partners devote [Time Commitment] to partnership business. 6. ADDING OR REMOVING PARTNERS New partners require unanimous consent and signed admission agreement. Withdrawal or expulsion follows [Withdrawal Process]; buyout valuation method: [Valuation Method]. 7. DISPUTE RESOLUTION Disputes will be addressed through [Dispute Resolution Method] before litigation. Deadlock on major decisions may trigger buy-sell procedures in Exhibit B (if attached). 8. DISSOLUTION AND EXIT STRATEGY The partnership dissolves on [Dissolution Events]. Assets will be liquidated or distributed per capital accounts after paying debts. Non-compete among Partners after exit: [Partner Non-Compete Terms], to the extent permitted by law. 9. GOVERNING LAW This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. The courts located in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, unless the Parties agree in writing to mediation before litigation. 10. GENERAL (a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous agreements on that subject. (b) Amendments. Modifications must be in writing and signed by both Parties. (c) Severability. If any provision is held unenforceable, the remaining provisions remain in effect. (d) Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. (e) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. PARTNER 1 Name: [Partner 1 Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ PARTNER 2 Name: [Partner 2 Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________