Sample Business Partnership Agreement
This Business Partnership Agreement (the "Agreement") is made and entered into as of [Date] by and between [Partner A Name], a [State of Incorporation] [Type of Entity] with its principal place of business at [Address] ("Partner A"), and [Partner B Name], a [State of Incorporation] [Type of Entity] with its principal place of business at [Address] ("Partner B").
WITNESSETH:
WHEREAS, Partner A and Partner B desire to enter into a business partnership for the purpose of [State the purpose of the partnership]; and
WHEREAS, the parties have agreed to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1. Purpose and Scope of the Partnership
1.1. The purpose of this partnership is to [State the specific purpose of the partnership].
1.2. The scope of the partnership shall include, but is not limited to, the following:
- [List specific activities or responsibilities of the partnership]
2. Contributions of the Parties
2.1. Partner A agrees to contribute the following to the partnership:
- [List Partner A's contributions, such as capital, equipment, technology, or expertise]
2.2. Partner B agrees to contribute the following to the partnership:
- [List Partner B's contributions, such as capital, equipment, technology, or expertise]
3. Management and Control
3.1. The partnership shall be managed by a [Management structure, e.g., Board of Directors, Managing Partner, etc.].
3.2. The [Management structure] shall have the authority to [List specific management responsibilities].
3.3. All decisions of the partnership requiring the consent of both partners shall be made by a majority vote of the partners.
4. Distribution of Profits and Losses
4.1. The profits and losses of the partnership shall be distributed among the partners in accordance with the following ratio:
- [Partner A's share] for Partner A
- [Partner B's share] for Partner B
5. Term and Termination
5.1. This Agreement shall be effective as of the date first written above and shall continue for a period of [Term of partnership].
5.2. This Agreement may be terminated by either party upon [Notice period] written notice to the other party.
5.3. This Agreement may be terminated immediately upon the occurrence of [List events that may trigger immediate termination].
6. Dissolution and Winding Up
6.1. Upon the termination of this Agreement, the partnership shall be dissolved and wound up in accordance with the following:
- [List steps for winding up the partnership, such as liquidation of assets, distribution of proceeds, etc.]
7. Confidentiality
7.1. Each party agrees to hold confidential all information obtained from the other party in connection with this Agreement.
8. Indemnification
8.1. Each party agrees to indemnify and hold harmless the other party from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by such party.
9. Governing Law
9.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of governing law].
10. Entire Agreement
10.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
11. Notices
11.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or transmitted by overnight courier service, addressed as follows:
- If to Partner A: [Partner A Address]
- If to Partner B: [Partner B Address]
12. Amendments
12.1. This Agreement may be amended only by a written instrument executed by both parties.
13. Severability
13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
14. Waiver
14.1. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Partner A Name]
By: [Name of Authorized Representative]
Title: [Title]
[Partner B Name]
By: [Name of Authorized Representative]
Title: [Title]
[Signature]
[Signature]
Note: This is a sample Business Partnership Agreement and may not be suitable for all situations. It is essential to consult with an attorney to ensure that the Agreement is tailored to the specific needs of your business partnership.
