General Partnership Agreement
This Partnership Agreement (the “Agreement”) is made as of Date signed — Partner A between [Partner A name] and [Partner B name] (each a “Partner”), who agree to carry on a business together as a general partnership on the terms below.
1. Name and purpose
The partnership will operate as [Partnership name] (the “Partnership”), with its principal office at [address]. Its purpose is [describe the business] and related lawful activities.
2. Contributions
Partner A will contribute [cash of $[amount] / property / services described]. Partner B will contribute [describe]. No Partner earns interest on contributions or must contribute more without the agreement of all Partners.
3. Profits and losses
Profits and losses are shared [Partner A [50]%, Partner B [50]%]. Distributions are made [quarterly / as the Partners decide], after setting aside reasonable reserves.
4. Management and decisions
Each Partner has an equal say in managing the business. Ordinary decisions are made by [majority / either Partner]. The following need the written consent of all Partners: borrowing or guaranteeing more than $[amount], selling major assets, admitting a new Partner, changing the business's purpose, and amending this Agreement.
5. Duties and time
Each Partner will devote [describe expected time] to the business, act in good faith toward the Partnership and the other Partner, and not compete with the Partnership while a Partner.
6. Books and banking
The Partnership will keep accurate books at its office, open to either Partner at any time, and keep its funds in an account in the Partnership's name. [Partner name] will prepare the Partnership's tax filings, and each Partner receives their share of tax information each year.
7. Withdrawal and buyout
A Partner may withdraw on [ninety (90)] days' written notice. The remaining Partner may buy the withdrawing Partner's interest at its fair market value, as agreed or as set by an independent appraiser the Partners choose, payable [in a lump sum / over [number] months]. If the interest is not bought, the Partnership is dissolved.
8. Death or incapacity
On a Partner's death or permanent incapacity, the other Partner may buy that Partner's interest on the terms in the previous section, paying their estate or representative.
9. Dissolution
On dissolution, the Partners will wind up the business, pay its debts, return capital contributions, and divide anything left in the profit-sharing percentages.
10. Disputes
The Partners will try in good faith to resolve disagreements by discussion, then by mediation in [City, State], before going to court.
11. General
In a general partnership each Partner can be personally liable for the business's debts; the Partners have considered forming a limited liability company instead. This Agreement is governed by the laws of the State of [State] and is the entire agreement between the Partners on its subject.
Signatures
Partner A
Signature: Signature — Partner A
Name: Full name — Partner A
Date: Date signed — Partner A
Partner B
Signature: Signature — Partner B
Name: Full name — Partner B
Date: Date signed — Partner B