Fillable Printable Sample Partnership Deed/ Agreement

Sample Partnership Deed/ Agreement

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Sample Partnership Deed/ Agreement

This Partnership Agreement is made on [

Insert Date

]between[

Insert Name of Party 1

] and [

Ins ert Name of arty 2]

Name and Business

The parties hereby form a partnership under the name of [

I nsert Business Name

] to produce [

Insert Business

Product/Service

]. The principal office of the business shall be [

Insert Address

Term

The partnership shall begin on [

Insert Date

], and shall continue until terminated.

Capital

The capital of the partnership shall be contributed in cash by the partners as follows:

A separate capital account shall be maintained for each partner.

Neither partner shall withdraw any part of their capital account.

Upon the demand of either partner, the capital accounts of the partners shall be maintained at all

times in the proportions in which the partners share in the profits and losses of the partnership.

Profit and Loss

The net profits of the partnership shall be divided equally between the partners and the net losses

shall be borne equally by them. A separate income account shall be maintained for each partner.

Partnership profits and losses shall be charged or credited to the separate income account of each

partner. If a partner has no credit balance in their income account, losses shall be charged to their

capital account.

Salaries and Withdrawals

Neither partner shall receive any salary for services rendered to the partnership. Each partner may,

from time to time, withdraw the credit balance in their income account.

Interest

No interest shall be paid on the initial contributions to the capital of the partnership or on any

subsequent contributions of capital.

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Management Duties and Restrictions

The partners shall have equal rights in the management of the partnership business, and each partner

shall devote their entire time to the conduct of the business. Without the consent of the other partner

neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept

any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or

contract to purchase, or sell or contract to sell any property for or of the partnership other than the

type of property bought and sold in the regular course of its business.

Banking

All funds of the partnership shall be deposited in its name in such checking account or accounts as shall

be designated by the partners. All withdrawals there from are to be made upon checks signed by either

partner.

Books

The partnership books shall be maintained at the principal office of the partnership, and each partner

shall at all times have access thereto. The books shall be kept on a fiscal year basis, and shall be closed

and balanced at the end of each fiscal year. An audit shall be made as of the closing date.

Voluntary Termination

The partnership may be dissolved at any time by agreement of the partners, in which event the

partners shall proceed with reasonable promptness to liquidate the business of the partnership. The

partnership name shall be sold with the other assets of the business. The assets of the partnership

business shall be used and distributed in the following order:

(a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations;

(b) to equalize the income accounts of the partners;

(d) to equalize the capital accounts of the partners; and

(e) to discharge the balance of the capital accounts of the partners.

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Death

Upon the death of either partner, the surviving partner shall have the right either to purchase the

interest of the decedent in the partnership or to terminate and liquidate the partnership business. If

the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such

election, within three months after the death of the decedent, upon the executor or administrator of

the decedent, or, if at the time of such election no legal representative has been appointed, upon any

one of the known legal heirs of the decedent at the last‐known address of such heir.

(a) If the surviving partner elects to purchase the interest of the decedent in the partnership, the purchase

price shall be equal to the decedent's capital account as at the date of their death plus the decedent's

income account as at the end of the prior fiscal year, increased by their share of partnership profits or

decreased by their share of partnership losses for the period from the beginning of the fiscal year in

which their death occurred until the end of the calendar month in which their death occurred, and

decreased by withdrawals charged to their income account during such period. No allowance shall be

made for goodwill, trade name, patents, or other intangible assets, except as those assets have been

reflected on the partnership books immediately prior to the decedent's death; but the survivor shall

nevertheless be entitled to use the trade name of the partnership.

(b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the

partnership business shall be the same as stated in paragraph 10 with reference to voluntary

termination.

Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be

settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration

Association, and judgment upon the award rendered may be entered in any court having jurisdiction

thereof. In witness whereof the parties have signed this Agreement.

Executed this ______________ day of _________________, [

Insert Year

] in [

Insert City, State

________________________ ________________________

Signature of Party 1 Signature of Party 2