Partnership Agreement

Effective date: [Date]

This Partnership Agreement is entered into by and between [Partner 1 legal name], [address and entity details] (“Partner 1”), and [Partner 2 legal name], [address and entity details] (“Partner 2”), together the “Partners.”

1. Formation, Purpose, and Contributions

[Entity or partnership name, jurisdiction, business purpose, commencement date, and partner identities.]

2. Ownership and Capital Accounts

[Cash, property, services, valuation, ownership percentages, future capital calls, and default consequences.]

3. Roles, Authority, and Reserved Decisions

[Day-to-day roles, signing authority, voting thresholds, unanimity matters, and meeting cadence.]

4. Profits, Losses, Draws, and Tax Matters

[Distribution waterfall, reserve policy, tax allocations, estimated payments, and approval of compensation.]

5. Banking, Records, and Reporting

[Accounts, dual controls, monthly close, partner reporting, inspection rights, and record retention.]

6. Intellectual Property and Confidentiality

[Background IP, newly created IP, licenses, confidentiality, and public statements.]

7. Conflicts and Related-Party Transactions

[Disclosure, approval, recusal, valuation, and prohibited self-dealing.]

8. Deadlock and Dispute Resolution

[Escalation stages, mediator, tie-breaker, buy-sell trigger, and interim operating authority.]

9. Transfer, Withdrawal, Death, or Disability

[Notice, valuation formula, right of first refusal, payment terms, insurance, and continuity plan.]

10. Dissolution and Winding Up

[Events, liquidation order, creditor payment, asset distribution, records, and final filings.]

Signatures

Partner 1

Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]

Partner 2