Legal Partnership Agreement

This Partnership Agreement (“Agreement”) is made and entered into as of [Month Day, Year], by and between:

[Your Company Name], located at [Your Company Address] (“Partner 1”)

AND

[Partner Name], located at [Partner Address] (“Partner 2”)

Collectively referred to as the “Partners” or individually as a “Partner”.

WHEREAS, the Partners wish to establish a partnership under the laws of the State of [State] for the purpose of conducting business in the marketing sector;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Partners agree as follows:

1. Formation

1.1 Name: The name of the partnership shall be [Partnership Name].

1.2 Principal Place of Business: The principal office of the partnership shall be located at [Principal Business Address], or such other place as the Partners may designate from time to time.

1.3 Term: The partnership shall commence on [Month Day, Year] and shall continue until terminated as provided in this Agreement.

2. Purpose

2.1 Business Purpose: The purpose of the partnership is to engage in the business of marketing services, including but not limited to advertising, public relations, and market research.

2.2 Restrictions: The partnership shall not engage in any business or activity that is not directly related to its purpose as set forth in this Section 2.1.

3. Capital Contributions

3.1 Initial Capital Contributions: Each Partner shall contribute to the capital of the partnership as follows:

Partner 1:

Contribution: Cash
Description: Partner 1 shall contribute a total of [$0] in cash to the partnership. This amount will be used for initial operating expenses, including leasing office space, purchasing marketing software, and other start-up costs.
Value: [$0]

Partner 2:

Contribution: Equipment and Services
Description: Partner 2 shall contribute office equipment, including computers, printers, and office furniture valued at [$0]. Additionally, Partner 2 will provide consulting services valued at [$0] to assist with the development of the partnership's initial marketing strategy and business plan.
Value: $60,000

3.2 Additional Contributions: No Partner shall be required to make additional contributions beyond the initial capital contribution unless agreed to in writing by all Partners.

4. Profit and Loss Allocation

4.1 Profit and Loss Sharing: Profits and losses of the partnership shall be divided among the Partners in proportion to their respective capital contributions, unless otherwise agreed in writing.

4.2 Distribution of Profits: Distributions of profits shall be made at such times and in such amounts as determined by the Partners.

5. Management and Authority

5.1 Management: The management and control of the partnership shall be vested in the Partners. Each Partner shall have equal rights in the management and control of the business.

5.2 Decision-Making: Decisions regarding the operation of the partnership shall be made by unanimous consent of the Partners, except where this Agreement specifies otherwise.

5.3 Authority: No Partner shall have authority to bind the partnership to any contract or obligation without the prior written consent of the other Partner(s).

6. Books and Records

6.1 Books: The partnership shall maintain complete and accurate books and records of its business activities and financial affairs.

6.2 Access to Records: Each Partner shall have the right to inspect and copy the books and records of the partnership at any reasonable time.

6.3 Accounting Period: The partnership’s fiscal year shall end on the 31st day of December of each year unless otherwise agreed.

7. Bank Accounts

7.1 Bank Accounts: The partnership shall establish and maintain one or more bank accounts in the name of [Partnership Name]. All partnership funds, including but not limited to capital contributions, revenues, and any other income, shall be deposited into these accounts. The accounts shall be maintained at a bank or financial institution selected by the Partners.

7.2 Signatories: All withdrawals, transfers, and payments from the partnership’s bank accounts shall require the signatures of at least two of the following individuals:

Partner 1: [Your Company Name], Principal
Partner 2: [Partner 2 Name], Principal
[Additional Authorized Person, if any]: [Name and Title], [Optional – Role, if any]

To ensure proper financial controls and accountability, no single individual shall have the authority to conduct transactions independently. All transactions must be approved and signed by at least two authorized signatories to validate the expenditure or transfer of funds.

Additional Notes: Each Partner shall provide their written consent for the designated signatories to act on behalf of the partnership in relation to the bank accounts. Any changes to the signatories must be made in writing and agreed upon by all Partners.

8. Admittance of New Partners

8.1 Admission: New Partners may be admitted to the partnership with the unanimous written consent of the existing Partners.

8.2 Terms of Admission: The terms of admission, including any required capital contribution and percentage of ownership, shall be established by written agreement.

9. Withdrawal and Expulsion of Partners

9.1 Withdrawal: A Partner may withdraw from the partnership upon giving [Number] days written notice to the other Partners.

9.2 Expulsion: A Partner may be expelled from the partnership by unanimous consent of the remaining Partners for cause, which includes but is not limited to breach of this Agreement, misconduct, or failure to fulfill obligations.

9.3 Buyout: Upon withdrawal or expulsion, the remaining Partners shall have the option to purchase the withdrawing or expelled Partner’s interest in the partnership at a price determined by appraisal or mutual agreement.

10. Dissolution

10.1 Events of Dissolution: The partnership shall be dissolved upon:

The unanimous written agreement of the Partners.
The withdrawal or expulsion of a Partner, if the remaining Partners decide to dissolve the partnership.
Any event that makes the partnership’s continuation unlawful or impossible.

10.2 Winding Up: Upon dissolution, the partnership’s affairs shall be wound up, and its assets liquidated. Any remaining assets after payment of liabilities shall be distributed to the Partners in accordance with their respective capital contributions.

11. Indemnification

11.1 Indemnification: The partnership shall indemnify and hold harmless each Partner from and against any and all claims, liabilities, and expenses arising from the partnership’s business, except in cases of gross negligence or willful misconduct.

12. Governing Law

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

13. Dispute Resolution

13.1 Arbitration: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

13.2 Venue: The arbitration shall be conducted in [City], [State].

14. Miscellaneous

14.1 Amendments: This Agreement may be amended only by a written agreement signed by all Partners.

14.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes all prior agreements or understandings, whether written or oral.

14.4 Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as may be designated in writing by any Partner.

IN WITNESS WHEREOF, the Partners have executed this Legal Partnership Agreement as of the date first above written.

[Your Company Name]

[Your Name]

[Month Day, Year]

[Partner 2 Name]

[Full Name]

[Month Day, Year]

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