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Partnership Agreement (Long Form)

Partnership Agreement (Long Form)

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Published by: Legal Forms on Jan 19, 2008
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07/20/2010

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Partnership Agreement
THIS AGREEMENT
made as of between , of and , of 
WHEREAS
the parties hereto are desirous of entering into a partnership (the “Partnership”) withone another concerning a business of a (the “Business”) located at (the“Premises”);
NOW THEREFORE THIS AGREEMENT WITNESSES THAT
in consideration of themutual covenants and agreements herein contained and subject to the terms and conditionshereafter set out, the parties hereto agree as follows:1.
Business and Name
. From and after the date of this Agreement, the partners agree tocarry on the Business in partnership with one another as equal partners under the name “”.2.
Principal Office
. The principal office of the Business shall be at the Premises or at suchother place or places as the partners may from time to time agree upon.3.
Time and Effort to Partnership
. From and after the date of this Agreement, both partners shall contribute to the Partnership their whole time, labor and attention. Each partner shall have the right to draw from the Partnership monthly, as salary, the sum of , or such sum as may be agreed upon from time to time by the partners.4.
Capital Contribution
. Both partners shall contribute the sum of to be depositedwithin two (2) weeks of the date of this Agreement, to the bank account of thePartnership. Except as otherwise agreed by the partners or as provided herein, nocontribution to the capital of the Partnership by either partner shall bear interest. Both partners shall contribute equally any additional capital which they deem necessary for carrying on the Business. If either partner shall at any time, with the consent of the other  partner, advance any money to the Partnership beyond the amount of the capital herebyagreed to be brought in by him or her, or if he or she shall leave any part of his or her  profits in the Partnership, the said money or profits shall be a debt due to him or her fromthe Partnership, and may be withdrawn by him or her at any time on one month’s notice inwriting, and shall in the meantime bear interest at the rate of twelve per cent (12%) per annum from the time of such advance until repaid.5.
Banking
. The bank of the Partnership shall be whatever bank or banks the partners heretoshall from time to time agree upon. All monies received from time to time on account of the Partnership shall be paid immediately into the bank for the time being of thePartnership in the same drafts, cheques, bills or cash in which they are received, and alldisbursements an account of the Partnership shall be made by cheque on such bank.
 
6.
Cheques
. Both partners together shall draw cheques in the name of the Partnership andmay sign, endorse and accept in the name of the Partnership all bills, notes, cheques, draftsor other instruments for the purpose of the Partnership.7.
Profits, Losses
. The net profits of the Partnership shall belong to the partners in equalshares. All expenses incurred in the course of the Partnership and any losses arisingtherefrom shall be borne out of the earnings of the Partnership, or in the case of adeficiency, the losses shall be paid by the partners in equal shares.8.
Accounting
. Proper accounts shall be kept of all transactions of the Partnership and at theend of each year or so soon thereafter as possible a statement shall be made out showingthe income and expenses of the Partnership for the past year, and what belongs and is dueto each of the partners as his share of the profits. If required by either partner each year the books shall be audited by an accountant at the expense of the Partnership, and inaddition each of the partners may at any time or times have the books audited by anaccountant at his own expense. All books and documents connected with the Partnershipshall be accessible to each of the partners or his agent at all times.9.
Prohibited Acts
. No partner shall, without the consent in writing of the other, do any of the following things, namely:(a)Be engaged directly or indirectly, or be connected with any trade or business other than the Business;(b)Release, discharge or compromise any debt owing to or claimed by thePartnership;(c)Give any bond, or become security for any person or do, or knowingly permit to be done, anything whereby any of the capital or property of the Partnership may beseized, attached or taken in execution;(d)Assign all or any part of his or her interest in the Partnership, or introduce or attempt to introduce any other person into the Partnership, without the authorityof the other partner;(e)Make any agreement on behalf of the Partnership for the purchase of property or goods exceeding in value of one thousand dollars ($1,000.00);(f)Borrow money, endorse any notes or become security for any other person in thename of the Partnership;(g)Hire any employee for the Partnership or discharge any employee of thePartnership;(h)Contract on behalf of the Partnership otherwise than in the Partnerships name;Page 2
 
(i)Order or contract for any goods or article exceeding the value of one thousanddollars ($1,000.00);(j)Buy, order or contract for any article, or enter into any contract or number of contracts in the Partnership’s name, the fulfillment of which would necessitatefurther capital, or further borrowing, without the mutual consent in writing of both partners.(k)Employ any money or effects belonging to the Partnership, or engage its credit,except on account of the Partnership and for the bona fide purposes of carrying onthe Business, or do or suffer anything whereby any such money or effects, or theinterest of such partner therein, may be taken in execution or in any wise assigned,charged or encumbered for or in respect of his private debts; or (l)Make, draw, accept, sign, or endorse any bill of exchange, draft, promissory note,or contract any debt on account or in the name of the Partnership, or in anymanner pledge the credit of the Partnership, except in the usual and regular courseof business.10.
Termination of Partnership
. Upon the termination of the Partnership the assets of thePartnership shall be realized and applied first in payment of the debts and liabilities of thePartnership and any surplus shall be divided equally between the partners.11.
Use of Name
. If one of the partners withdraws from the Partnership, the name shall remain the property of the partner remaining.12.
Right of First Refusal
. If either partner shall desire to sell his or her interest in thePartnership he or she shall be at liberty to do so, and in such case shall first offer suchinterest to the other partner at a price to be named by the selling partner; and if the other  partner shall not, within thirty (30) days thereafter, accept such offer, then the selling partner shall for a period of three (3) months thereafter be at liberty to sell his or her shareand interest to any other person or persons at the same or a higher price, but shall not sellit to any other person at a lesser price unless and until it shall have been offered to theother partner at such lesser price, and that such last mentioned offer shall not have beenaccepted within thirty (30) days thereafter. Provided however, that if the selling partner does not sell such share and interest in the Partnership within such three (3) month period,he or she must again comply with the provisions of this paragraph in respect of anysubsequent sale.13.
Option to Purchase on Death or Insolvency
. If either partner should die or becomeinsolvent while both partners have an interest in the Partnership, the other partner if mutually agreeable shall remain in partnership with the estate of the deceased or insolvent partner, provided that if the other partner or the estate of the deceased or insolvent partner is not agreeable to remaining in partnership, then the other partner may purchase theinterest of the deceased or insolvent partner from his estate. In such event the purchase price and terms of payment shall be agreed upon between the other partner and the estatePage 3

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