Partnership agreement template (US)

General Partnership Agreement

This Agreement is made on Effective Date among Partner Names (the "Partners"). Unless this Agreement says otherwise, the partnership act of the governing state applies.

1. Business

The Partners form a general partnership named Partnership Name, with its main office at Principal Office, to carry on Business Purpose. The Partners will register any assumed name and get the licenses and federal EIN the business requires.

2. Term

The partnership starts on Start Date and continues until ended under this Agreement.

3. Capital

Each Partner will contribute: Capital Contributions. No interest is paid on capital unless agreed in writing.

4. Profits and Losses

Profits and losses are shared as follows: Profit and Loss Shares. The partnership will file its federal tax return (Form 1065) and give each Partner a Schedule K-1.

5. Liability

Each Partner understands that in a general partnership every Partner may be personally liable for the partnership's debts. A limited liability company or limited partnership may give protection this form does not.

6. Management

Each Partner has an equal vote unless stated here: Voting Terms. These decisions need Major Decision Vote approval: borrowing above $Borrowing Limit, selling major assets, admitting a Partner, and changing the business.

7. Duties

Partners owe each other the duties of loyalty and care, and of good faith and fair dealing. Each will devote this time: Time Commitment.

8. Books

The partnership will keep accurate books at its main office, open to any Partner, and will use a bank account at Bank Name.

9. Withdrawal and Buyout

A Partner may withdraw on Withdrawal Notice Days days' written notice. On a Partner's withdrawal or death, the remaining Partners may buy that interest at a value set this way: Valuation Method, paid over Buyout Period.

10. Dissolution

On dissolution, assets go first to creditors, then to Partners' capital, then according to profit shares.

11. Disputes

The Partners will try mediation in good faith before any lawsuit.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses the parties give each other in writing, by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

Partner signatures:

• Partner 1 Name: Partner 1 Signature, date Partner 1 Date

• Partner 2 Name: Partner 2 Signature, date Partner 2 Date