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Small Business Partnership Agreement

PREPARED FOR
[Second Partner Name] 

PREPARED BY
[First Partner Name] 

Small Business 
Partnership Agreement

This Small Business Partnership Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Agreement Effective Date] (hereinafter referred to as the “Effective Date”), 
 
By and Between [First Partner Name] (hereinafter referred to as the "Partner 1"), with its principal place of business at [First Partner Address], and; 
 
[Second Partner Name] (hereinafter referred to as the "Partner 2"), with its principal place of business at [Second Partner Address]. 
 
Partner 1 and Partner 2 are collectively referred to as the "Partners" and individually as the "Partner."
 
WHEREAS the Partners wish to associate themselves as partners in the [Type of Business]  business.
 
IN CONSIDERATION THEREOF, Partners entering into this Agreement hereby agree to the following terms and conditions.

TERMS AND CONDITIONS.

1. FUNCTIONS.

(a) Formation.

(i) The Partners enter into a general Partnership Agreement under the laws of [Partnership laws_State].
(ii) The rights and obligations of the Partners shall be stated in the applicable legislation of [Legislation_State], except as otherwise provided in this Agreement.

(b) Name of the Partnership. The Name of the Partnership shall be [Partnership Name] (hereinafter referred to as the “Partnership”).

(c) Nature of the Partnership. The Partners are independent entities, and they are not allowed to assume or create any obligation on behalf of the other Partner.

(d) Purpose. The purpose of the Partnership shall be the following: 
[Purpose of the Partnership].

(e) Term. The Partnership shall begin as of [Partnership Commencement Date] and continue unless otherwise terminated pursuant to the full terms of this Agreement.

(f) Place of Business. The principal business of the Partnership shall be located at [Principal Partnership Business Address], or such other place as the Partners may designate from time to time.

2. CAPITAL CONTRIBUTION.

Each Partner shall contribute to the Capital of the Partnership as shown in the table (hereinafter referred to as the "Capital Contribution").
 
A separate Capital Account (hereinafter referred to as the "Capital Account") shall be maintained for each Partner, and their initial Capital Contribution shall be credited to their respective Capital Account. Any additional contributions made by a Partner after the initial contribution shall likewise be credited to that Partner’s Capital Account.
 
Neither of the Partners shall withdraw any part of their Capital Contribution without the written consent of the remaining Partners.

Partner Name	Capital Amount
[First Partner Name]	[Capital Contribution from First Partner]
[Second Partner Name]	[Capital Contribution from Second Partner]

3. PROFIT AND LOSS.

The net profits and losses of the Partnership shall be divided equally between the Partners, unless otherwise agreed in writing. Partners shall be entitled to receive agreed-upon salaries or allowances prior to profit distribution. Any separate income designated to maintain the Partnership’s capital or reserves shall be accounted for as agreed by the Partners and reflected in the profit distribution calculations. Profits shall be distributed annually after setting aside a reserve fund as agreed. Losses shall be borne by the Partners in proportion to their capital contributions unless otherwise agreed.

4. ACCOUNTING.

The books of accounts for the Partnership shall be documented and kept at the Partnership’s principal location. These financial records shall be maintained on a fiscal year basis, with the Partnership’s fiscal year beginning as of the month of this Small Business Partnership Agreement. Every Partner is required to report all transactions related to the Partnership business accurately and in a timely manner.

5. MANAGEMENT.

A mutual consensus among the Partners shall govern all matters and decisions pertaining to the management, operation, and control of the Partnership and its business unless all Partners agree otherwise in writing.
 
Upon mutual consensus of the Partners, every Partner shall have the right to manage all the affairs of the Partnership in the ordinary course of business.

6. TERMINATION.

Each Partner retains the right to revoke this Agreement upon [Termination Notice Period] day(s)’ written notice to the other Partner.
 
This Agreement shall also be terminated upon the death, bankruptcy, or incompetency of any Partner. 
 
In the event that one or both Partners wish to cancel this Agreement, all of the Partnership’s assets shall be promptly liquidated. After resolving any debts, each Partner shall receive their share of the Partnership’s final net profits in accordance with their respective shares in the Partnership.

Upon termination of this Agreement, the Partner(s) shall cease reproducing, advertising, marketing, and distributing any material information pertaining to this Partnership immediately.

7. DISSOLUTION.

(a) Except as otherwise provided in this Agreement, the Partnership shall be dissolved only with the majority of the Partners' votes.

(b) During dissolution, each Partner shall share the remaining assets and liabilities equally.

8. CONFIDENTIALITY.

(a) Any information, material facts, or trade secrets obtained during this Agreement shall remain confidential to the Parties herein in the Agreement.

(b) Neither Partner shall disclose any Confidential Information to any third party.

9. INDEMNIFICATION.

All Partners shall be indemnified and held harmless by the Partnership from and against any and all claims of any nature whatsoever arising out of a Partner's participation in the Partnership affairs.

10. LIABILITY.

A Partner shall not be liable to the Partnership or the other Partner for any mistake or error in judgment or any act done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Partnership.

11. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)' decision shall be final and binding on both Parties.

12. ASSIGNABILITY.

Neither Partner may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Partner, which shall not be unreasonably withheld.

13. NOTICES. 

Any notices required to be given under this Agreement shall be in writing and delivered by certified mail or personal delivery.

14. FORCE MAJEURE. 

Neither Partner shall be liable for any failure in performance of the obligations under this Agreement due to causes beyond that Partner’s reasonable control (including and not limited to a pandemic, fire, strike, act or order of public authority, and other acts of God), provided that it is duly communicated and appropriate action has been taken to mitigate such event.

15. MODIFICATION. 

No modification of this Agreement shall be made unless in writing and signed by both Parties.

16. SEVERABILITY. 

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement's termination.

17. GOVERNING LAW. 

This Agreement shall be governed by and construed in accordance with the laws of [Governing Law]. Both Partners hereby agree that any dispute arising related to this Agreement shall be subject to the exclusive jurisdiction of the competent courts.

18. ENTIRE AGREEMENT.

This is the entire agreement regarding the terms and conditions of the company’s engagement. It supersedes all agreements entered into by the Partners.

ACCEPTANCE AND SIGNATURE. 

IN WITNESS WHEREOF, the Partners hereto have executed this Agreement as on the day and year mentioned above.

[Second Partner Name] 

[First Partner Name] 

Name:

Name:

Signature:

Signature:

Date:

Date:

Small Business Partnership Agreement Template

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