Sample Business Partnership Agreement
This Sample Business Partnership Agreement is a legal document that outlines the terms and conditions of a partnership between two or more parties for a specific business venture. It is essential to have a comprehensive and clearly written agreement that protects the interests of all involved parties.
This sample agreement is intended as a general guide and may not be suitable for all situations. It is strongly recommended to consult with legal professionals to tailor the agreement to your specific needs and circumstances.
1. Agreement Parties
This Agreement ("Agreement") is made and entered into as of the [Date], by and between:
- [Company Name 1], a [State] [Type of Entity], with its principal place of business at [Address], hereinafter referred to as "[Company Name 1]"; and
- [Company Name 2], a [State] [Type of Entity], with its principal place of business at [Address], hereinafter referred to as "[Company Name 2]";
- [Optional: Company Name 3], a [State] [Type of Entity], with its principal place of business at [Address], hereinafter referred to as "[Company Name 3]";
[Company Name 1], [Company Name 2], and [Optional: Company Name 3] are collectively referred to as the "Parties".
2. Purpose of Agreement
The Parties agree to form a partnership for the purpose of [Describe the business venture and its primary goal].
3. Term and Termination
- This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years, unless earlier terminated as provided herein.
- The Agreement may be terminated by either Party upon [Number] days' written notice to the other Party.
- This Agreement may be terminated by either Party immediately upon the occurrence of any of the following events:
- [List of events that may trigger immediate termination, e.g., breach of contract, bankruptcy].
4. Contributions
- [Company Name 1] agrees to contribute [Describe the nature and amount of contributions, e.g., capital, resources, expertise].
- [Company Name 2] agrees to contribute [Describe the nature and amount of contributions, e.g., capital, resources, expertise].
- [Optional: Company Name 3] agrees to contribute [Describe the nature and amount of contributions, e.g., capital, resources, expertise].
5. Management and Operations
- The Parties shall form a [Name of the Management Committee], which shall be responsible for the day-to-day management and operation of the partnership.
- The [Name of the Management Committee] shall consist of [Number] members, with [Number] member(s) from [Company Name 1], [Number] member(s) from [Company Name 2], and [Number] member(s) from [Optional: Company Name 3].
- Decisions of the [Name of the Management Committee] shall be made by [Majority vote, unanimous vote, etc.].
6. Profit and Loss Sharing
- Profits and losses generated by the partnership shall be shared by the Parties in the following proportions:
- [Company Name 1]: [Percentage]%
- [Company Name 2]: [Percentage]%
- [Optional: Company Name 3]: [Percentage]%
7. Intellectual Property
- All intellectual property rights created or acquired by the partnership shall be owned jointly by the Parties in the same proportion as their profit and loss sharing.
- Each Party retains ownership of its pre-existing intellectual property rights.
8. Confidentiality
- The Parties agree to keep confidential all information relating to the partnership, including its business plans, financial data, and trade secrets.
- Each Party shall ensure that its employees and agents are bound by confidentiality obligations.
9. Indemnification
- Each Party shall indemnify and hold harmless the other Parties from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by such Party.
10. Dispute Resolution
- Any dispute arising out of or relating to this Agreement shall be settled through [Describe the dispute resolution process, e.g., mediation, arbitration].
11. Governing Law
- This Agreement shall be governed by and construed in accordance with the laws of [State].
12. Entire Agreement
- This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
13. Notices
-
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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:
-
[Company Name 1]
- [Address]
- [Attention:]
-
[Company Name 2]
- [Address]
- [Attention:]
-
[Optional: Company Name 3]
- [Address]
- [Attention:]
14. Severability
- If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
15. Waiver
- No waiver by any Party of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.
16. Assignment
- This Agreement may not be assigned by any Party without the prior written consent of the other Parties.
17. Counterparts
- This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
18. Binding Effect
- This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[Company Name 1]
[Signature]
[Name and Title]
[Company Name 2]
[Signature]
[Name and Title]
[Optional: Company Name 3]
[Signature]
[Name and Title]
[Optional: Witness Signature]
[Optional: Witness Name and Address]
