Architecture Partnership Agreement
Architecture Partnership Agreement
This Architecture Partnership Agreement (the "Agreement") is made and entered into by and between [Your Company Name] and [Your Partner Company Name] (collectively, the "Partners"), who wish to form a professional partnership to engage in the practice of architecture under the name [Partnership Name]. The purpose of this Agreement is to outline the terms and conditions under which the Partnership will operate and to define the rights and responsibilities of each Partner. By combining their skills, resources, and professional insights, the Partners aim to enhance their service offerings and competitive positioning in the architectural industry.
A. Formation of Partnership: The Partners hereby agree to form a partnership in accordance with the laws of [State/Country] for the purpose of providing architectural services, consulting, and related activities as outlined in this Agreement.
B. Name and Principal Office: The Partnership will conduct business under the name [Partnership Name] and will maintain its principal office at [Your Company Address], which will serve as the primary base for its operations and business transactions.
C. Contribution and Capital: Each Partner has agreed to contribute a specified amount of capital to the Partnership, which will be used to fund the startup and ongoing operational expenses, with details provided in Section 2 of this Agreement.
D. Term and Termination: The Partnership is intended to commence upon the execution of this Agreement and will continue until terminated by mutual consent of the Partners or as otherwise provided in this Agreement.
E. Profit Sharing and Management: The Partners have agreed upon a structure for sharing profits and losses and have established guidelines for the management of the Partnership's business affairs, as detailed in the subsequent sections of this Agreement.
F. Legal and Regulatory Compliance: The Partnership is committed to adhering to all applicable laws and regulations governing the practice of architecture and business operations in its jurisdiction.
1. Formation of Partnership
1.1 This Agreement establishes a partnership between [Your Company Name] and [Your Partner Company Name], hereinafter referred to collectively as the "Partners", for the purpose of conducting a business that provides architectural services.
1.2 The partnership shall be known as [Partnership Name], and will operate under this name for all professional and legal purposes.
1.3 The principal office of the partnership will be located at [Your Company Address], which will serve as the primary location for conducting architectural projects and business operations.
1.4 The partnership is intended to combine the resources, skills, and expertise of each Partner to enhance competitiveness in the architectural industry.
1.5 Each Partner agrees to contribute an initial capital, the amount and terms of which are specified in Section 2, to facilitate the startup and ongoing expenses of the partnership.
2. Capital Contributions
2.1 [Your Company Name] shall contribute an amount of $[Amount], and [Your Partner Company Name] shall contribute an amount of $[Amount], totaling $[Total Initial Capital].
2.2 Additional capital contributions, if necessary, shall be made upon mutual agreement of the Partners and recorded in written amendments to this Agreement.
2.3 All capital contributions are to be deposited into a dedicated partnership bank account established solely for the business operations of [Partnership Name].
2.4 No Partner shall withdraw any portion of their capital contribution without the prior written consent of the other Partner(s).
2.5 The partnership's profits and losses shall be shared proportionally according to each Partner's capital contribution, as detailed in Section 4.
3. Duration of Partnership
3.1 This Partnership shall commence on the date this Agreement is signed by both Partners and shall continue indefinitely until terminated as provided by the terms of this Agreement.
3.2 Any Partner may propose a termination of the partnership, which shall be executed following a written notice period of 180 days, allowing sufficient time for the orderly cessation of operations.
3.3 Upon termination, the assets and liabilities of the partnership shall be liquidated and divided according to each Partner’s share in the partnership.
4. Distribution of Profits and Losses
4.1 Net profits of the partnership shall be divided amongst the Partners in proportion to their respective capital contributions.
4.2 Losses shall be borne by the Partners in the same proportion as their profit-sharing ratio.
4.3 Each Partner is entitled to withdraw a predetermined amount of funds as 'drawings' against expected profits, the specifics of which will be mutually agreed upon annually.
4.4 A formal accounting of profits and losses shall be conducted at the end of each fiscal year, and the accounts shall be made available to each Partner within 90 days of the fiscal year-end.
5. Management and Operations
5.1 The management of the partnership shall be divided equally among the Partners. Each Partner shall have equal rights in the management and control of the partnership.
5.2 Major decisions affecting the partnership, including large financial commitments and significant project undertakings, require the unanimous consent of all Partners.
5.3 Each Partner is responsible for ensuring that all business activities comply with federal, state, and local laws applicable to architectural practices.
5.4 Regular meetings shall be held at least quarterly to discuss ongoing projects, financial status, and operational strategies.
6. Dispute Resolution
6.1 Any disputes arising from or relating to the partnership shall first be addressed through informal negotiation between the Partners.
6.2 If disputes cannot be resolved through negotiation, the matter will be submitted to mediation, with a neutral third party facilitating the discussions.
6.3 Should mediation fail, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
6.4 The venue for any arbitration shall be [Your Company Address], and the decision of the arbitrator shall be final and binding on all parties.
7. Amendments
7.1 This Agreement can only be amended through a written document signed by all Partners, ensuring that all changes are mutually agreed upon and documented.
7.2 No oral amendments or agreements shall be considered part of this Agreement unless made in writing and signed by all Partners.
8. Dissolution
8.1 The partnership may be dissolved by mutual agreement of all Partners, or automatically upon the occurrence of any event that makes it unlawful for the business of the partnership to be carried on or for the Partners to be associated.
8.2 Upon dissolution, assets shall be liquidated, and after settling all liabilities, the remaining assets shall be distributed according to the capital contributions of the Partners.
8.3 A final accounting shall be conducted following the dissolution to ensure all financial matters are settled in accordance with this Agreement.
IN WITNESS WHEREOF, the parties have executed this Architecture Partnership Agreement as of the date first above written. Each Partner hereby acknowledges that they have read and understood the terms set forth herein and by their signatures intend to be legally bound hereby.
Name: [Your Name]
Company Name: [Your Company Name]
Date: [Month Day, Year]
Name: [Partner Company Representative Name]
Company Name: [Your Partner Company Name]
Date: [Month Day, Year]
