# Partnership Agreement Template

**This Partnership Agreement (“Agreement”) is made and entered into as of [Date], by and between the following parties (collectively, the “Partners”):**

| Partner | Legal Name | Business Name (if any) | Address | Percentage Interest |
|---------|------------|------------------------|---------|---------------------|
| Partner 1 | [Full Legal Name] | [Business Name] | [Street, City, State, ZIP] | [__%] |
| Partner 2 | [Full Legal Name] | [Business Name] | [Street, City, State, ZIP] | [__%] |
| Partner 3 | [Full Legal Name] | [Business Name] | [Street, City, State, ZIP] | [__%] |
| … | … | … | … | … |

*The Partners hereby agree to form a partnership (the “Partnership”) under the name **[Partnership Name]** to conduct the business of **[Describe Business Purpose]** in accordance with the terms set forth below.*

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## 1. Formation

1.1 **Name** – The Partnership shall operate under the name **[Partnership Name]**.  
1.2 **Principal Office** – The principal place of business shall be located at **[Address]**, or such other place as the Partners may later designate.  
1.3 **Term** – The Partnership shall commence on **[Start Date]** and shall continue until terminated as provided in Section 9.

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## 2. Capital Contributions

| Partner | Initial Cash Contribution | Property/Equipment Contributed | Other Contributions | Total Value |
|---------|---------------------------|--------------------------------|---------------------|-------------|
| Partner 1 | $[Amount] | [Description] | [Description] | $[Total] |
| Partner 2 | $[Amount] | [Description] | [Description] | $[Total] |
| Partner 3 | $[Amount] | [Description] | [Description] | $[Total] |
| … | … | … | … | … |

*Additional contributions may be required upon unanimous written consent of the Partners.*

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## 3. Allocation of Profits and Losses

- Profits and losses shall be allocated to each Partner in proportion to their Percentage Interest as set forth in the table above, unless the Partners mutually agree in writing to a different allocation.  
- Distributions shall be made **[monthly/quarterly/annually]** within **[number]** days after the close of the accounting period.

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## 4. Management and Decision‑Making

4.1 **Authority** – Each Partner shall have equal authority to bind the Partnership in the ordinary course of business, subject to any limitations set forth in this Agreement.  

4.2 **Voting** – Decisions requiring a vote shall be approved by a majority of the Percentage Interests, unless a higher threshold is required by law or this Agreement.  

4.3 **Meetings** – Regular meetings shall be held **[frequency]** at **[location or virtual platform]**. Notice of meetings shall be given at least **[number]** days in advance.

4.4 **Duties** – Each Partner shall devote **[number]** hours per week to the Partnership and shall perform the duties outlined in **Exhibit A – Partner Responsibilities** (attach as needed).

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## 5. Banking, Records, and Accounting

- All Partnership funds shall be deposited in a bank account in the name of **[Bank Name]**, account number **[____]**.  
- The Partnership shall maintain complete and accurate books of account in accordance with generally accepted accounting principles (GAAP).  
- Each Partner shall have the right to inspect books and records upon reasonable notice.

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## 6. Ownership of Intellectual Property

- Any intellectual property created by a Partner in the course of the Partnership shall be owned by the Partnership, unless otherwise agreed in writing.  
- Licenses to pre‑existing IP owned by a Partner shall be granted to the Partnership on **[exclusive/non‑exclusive]**, **[royalty‑free/royalty‑based]** terms as detailed in **Exhibit B – IP License Agreement**.

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## 7. Withdrawal, Death, or Incapacity

7.1 **Voluntary Withdrawal** – A Partner may withdraw by giving **[number]** days written notice to the other Partners. The withdrawing Partner’s interest shall be bought out at **[fair market value/valuation method]** within **[number]** days of withdrawal.  

7.2 **Death or Incapacity** – In the event of a Partner’s death or legal incapacity, the remaining Partners may elect to:  
   a) Purchase the deceased/incapacitated Partner’s interest; or  
   b) Admit an heir or legal representative as a new Partner, subject to unanimous consent.

---

## 8. Confidentiality

Each Partner agrees to keep confidential all non‑public information relating to the Partnership’s business, customers, and technology, and shall not disclose such information except as required by law or with prior written consent of the other Partners.

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## 9. Termination and Dissolution

9.1 **Events of Dissolution** – The Partnership shall be dissolved upon:  
   a) Mutual written agreement of all Partners;  
   b) Sale or disposition of substantially all Partnership assets;  
   c) Court order; or  
   d) Any other event required by law.

9.2 **Winding Up** – Upon dissolution, the Partners shall:  
   a) Notify creditors and settle all liabilities;  
   b) Liquidate assets; and  
   c) Distribute any remaining cash or property to the Partners in proportion to their Percentage Interests.

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## 10. Dispute Resolution

- Any dispute arising out of or relating to this Agreement shall first be addressed through good‑faith negotiation.  
- If negotiation fails, the dispute shall be resolved by **[mediation/arbitration]** in **[City, State]**, administered by **[Name of Mediation/Arbitration Service]**.  
- The prevailing party shall be entitled to reasonable attorneys’ fees and costs.

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## 11. Miscellaneous

- **Amendments** – This Agreement may be amended only by a written instrument signed by all Partners.  
- **Governing Law** – This Agreement shall be governed by the laws of the State of **[State]**, without regard to its conflict‑of‑laws principles.  
- **Severability** – If any provision is held invalid, the remaining provisions shall continue in full force and effect.  
- **Entire Agreement** – This document, together with any exhibits, constitutes the entire agreement among the Partners concerning the Partnership.

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

| Partner | Signature | Printed Name | Date |
|---------|-----------|--------------|------|
| Partner 1 | _______________________ | [Printed Name] | [Date] |
| Partner 2 | _______________________ | [Printed Name] | [Date] |
| Partner 3 | _______________________ | [Printed Name] | [Date] |
| … | … | … | … |

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## Exhibit A – Partner Responsibilities *(optional)*
*List specific duties, titles, and performance expectations for each Partner.*

## Exhibit B – IP License Agreement *(optional)*
*Detail any licensing terms for pre‑existing intellectual property contributed by a Partner.*

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## How to use this template

1. **Replace every bracketed item** (e.g., `[Date]`, `[Partner 1]`) with the appropriate information for your partnership.  
2. **Adjust percentages, contributions, and decision‑making rules** to reflect the actual arrangement among the partners.  
3. **Add or remove sections** (such as Exhibit A/B) as needed for your specific business.  
4. **Have all partners review the final document** and sign where indicated.  

**Disclaimer:** This template is provided for general informational purposes only and does not constitute legal advice. Partnership laws vary by jurisdiction, and specific circumstances may require additional provisions. **You should consult an attorney or qualified professional** to ensure the agreement complies with applicable laws and adequately protects the interests of all parties.