Architecture Partnership Contract
This Architecture Partnership Contract (the “Contract”) is entered into as of [Date], by and between:
[Your Company Name], an Architecture Company with its principal office located at [Your Company Address] (hereinafter referred to as "Partner A")
and
[Partner B's Name], with its principal office located at [Partner B's Address] (hereinafter referred to as "Partner B").
WHEREAS, Partner A and Partner B (collectively referred to as the “Partners”) desire to establish a partnership for the purpose of conducting architecture and related services under the name [Partnership Name] (the “Partnership”).
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Partners agree as follows:
1. Formation of Partnership
1.1 Name: The name of the Partnership shall be [Partnership Name].
1.2 Principal Office: The principal office of the Partnership shall be located at [Your Company Address], or at such other place as the Partners may from time to time designate.
1.3 Term: The Partnership shall commence on [Start Date] and shall continue until terminated as provided herein.
2. Purpose of Partnership
2.1 Scope: The Partnership is established to engage in the business of architecture, including but not limited to the design, planning, and oversight of construction of buildings and other structures.
2.2 Authority: Each Partner shall have the authority to act on behalf of the Partnership within the scope of its business, provided that any major decisions shall require the unanimous consent of the Partners.
3. Capital Contributions
3.1 Initial Contributions: The initial capital contributions of the Partners shall be as follows:
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Partner A: [Amount in Words] Dollars ($[Amount])
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Partner B: [Amount in Words] Dollars ($[Amount])
3.2 Additional Contributions: The Partners may make additional capital contributions as may be necessary for the conduct of the Partnership’s business, provided that such contributions shall be made in proportion to the Partners’ respective interests in the Partnership.
4. Profits and Losses
4.1 Distribution: The profits and losses generated by the Partnership shall be distributed and shared equally among the Partners unless there is an alternative agreement that has been documented and agreed upon in writing by the Partners.
4.2 Withdrawal: No Partner shall have the right to withdraw any part of their capital contribution except as may be provided in this Contract or agreed upon by the Partners.
5. Management and Duties
5.1 Management: The management of the Partnership shall be vested in the Partners, who shall have equal rights in the management and conduct of the Partnership business.
5.2 Duties: Each Partner shall devote such time and effort to the Partnership business as may be reasonably required for its proper conduct. The Partners shall act in good faith and in the best interests of the Partnership at all times.
6. Meetings and Voting
6.1 Meetings: Regular meetings of the Partners shall be held at such times and places as may be agreed upon by the Partners. Special meetings may be called by any Partner upon reasonable notice.
6.2 Voting: Each Partner in the Partnership shall be entitled to one vote on all matters concerning the Partnership. Decisions concerning the Partnership shall be determined by a majority of votes, except in circumstances where different provisions are specified within this agreement.
7. Books and Records
7.1 Maintenance: The Partnership is obligated to keep comprehensive and accurate books and records that document the business and affairs of the Partnership, and these records must be maintained at its principal office.
7.2 Inspection: Each Partner shall be entitled to exercise the right to inspect and make copies of the books and records maintained by the Partnership, and may do so at any time that is considered reasonable.
8. Bank Accounts
8.1 Accounts: All the money belonging to the Partnership must be deposited into bank accounts that are held in the name of the Partnership. The specific bank accounts where these funds are to be deposited shall be chosen and designated by the Partners.
8.2 Withdrawals: Withdrawals from such accounts shall be executed solely after obtaining the signatures of any two of the Partners involved.
9. Salaries and Withdrawals
9.1 Salaries: The Partners shall be entitled to receive salaries for their services, which shall be determined and agreed upon by the Partners at various times as deemed necessary.
9.2 Withdrawals: Each Partner shall be entitled to withdraw from the Partnership’s bank accounts such amounts as may be agreed upon by the Partners, provided that such withdrawals shall be debited to their respective capital accounts.
10. Admitting New Partners
10.1 Admission: New partners may be admitted to the Partnership upon the unanimous consent of the existing Partners, upon such terms and conditions as the Partners may agree.
11. Withdrawal of Partners
11.1 Voluntary Withdrawal: Any Partner retains the right to withdraw from the Partnership at any point in time, provided that they submit a written notice of their intention to withdraw to the other Partners, and such notice must be given [Number] months in advance of their intended withdrawal date.
11.2 Involuntary Withdrawal: A Partner may be expelled from the Partnership by the unanimous vote of the other Partners for cause, including but not limited to a breach of this Contract, misconduct, or incapacity.
11.3 Settlement of Accounts: Upon the withdrawal of a Partner from the Partnership, the Partnership is obligated to settle the financial account of the withdrawing Partner in a manner that is consistent with the conditions and provisions outlined in the terms of this Contract.
12. Dissolution
12.1 Events of Dissolution: The Partnership shall be dissolved upon the occurrence of any of the following events:
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The expiration of the term of the Partnership.
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The mutual agreement of the Partners.
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The death, incapacity, bankruptcy, or withdrawal of any Partner, unless the remaining Partners elect to continue the Partnership.
12.2 Winding Up: Upon dissolution, the Partnership’s business shall be wound up and its assets liquidated. The proceeds of such liquidation shall be applied first to the payment of the Partnership’s liabilities and obligations, and the balance, if any, shall be distributed to the Partners in accordance with their respective capital accounts.
13. Confidentiality
13.1 Confidential Information: Each Partner acknowledges that during the term of this Partnership, they will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Partnership and/or used by the Partnership in connection with the operation of its business including, without limitation, the Partnership's business and product processes, methods, customer lists, accounts, and procedures.
13.2 Non-Disclosure: Each Partner agrees that they will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Partnership or at any time thereafter, except as required in the course of this Partnership with the Partnership.
14. Dispute Resolution
14.1 Mediation and Arbitration: In the event of any dispute arising out of or relating to this Contract, the Partners agree to first try to resolve the dispute through mediation. If the dispute cannot be resolved through mediation, the Partners agree to submit the dispute to arbitration in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the Partners.
15. Governing Law
15.1 Jurisdiction: This Contract is to be governed by and interpreted according to the laws of the State of [State]. This interpretation and governance shall occur without giving any consideration to the principles of conflicts of law that might direct the application of the laws of another jurisdiction.
16. Miscellaneous
16.1 Entire Agreement: This Contract contains the entire agreement between the Partners with respect to the Partnership and supersedes all prior agreements and understandings, whether written or oral.
16.2 Amendments: This Contract can only be modified through a written agreement that must be signed by each of the Partners.
16.3 Severability: If any provision of this Contract is found to be invalid or unenforceable by a court or other authority, then that specific provision will be removed from the Contract. Despite the removal of that provision, the rest of the Contract's provisions will remain valid, enforceable, and in effect, continuing to be fully operational and binding.
16.4 Waiver: The fact that any Partner does not demand strict adherence to any provision of this Contract at any given time should not be interpreted as a waiver or relinquishment of the right to insist upon strict compliance with that same provision or any other provision in the event of any future breaches.
16.5 Notices: Any notice required or permitted to be given under this Contract shall be in writing and shall be deemed to have been given when delivered in person or sent by certified or registered mail, return receipt requested, to the address of the respective Partner as set forth in this Contract.
IN WITNESS WHEREOF, the Partners have executed this Architecture Partnership Contract as of the day and year first above written.
Partner A:
[Your Name]
[Your Company Name]
Partner B:
[Partner B's Full Name]
[Partner B's Company Name]
