🤝 Partnership Agreement Template — Free Template

A general partnership agreement defining the rights and responsibilities of business partners.

Who needs this

Two or more individuals starting a business together as partners.

What it covers

• Capital contributions
• Profit & loss allocation
• Decision-making
• Partner duties
• Withdrawal & dissolution
• Buyout provisions

Template clauses

1. Formation

The Partners hereby form a general partnership under the name "[PARTNERSHIP NAME]" (the "Partnership") for the purpose of [BUSINESS PURPOSE].

2. Term

The Partnership shall commence on the Effective Date and continue until dissolved by mutual agreement or as otherwise provided in this Agreement.

3. Capital Contributions

Each Partner shall contribute the following capital: Partner A: $[AMOUNT] / [DESCRIPTION OF NON-CASH CONTRIBUTION]. Partner B: $[AMOUNT] / [DESCRIPTION]. Additional capital contributions shall require unanimous consent.

4. Profit & Loss Allocation

Profits and losses shall be allocated {{profit_allocation}}{{#when profit_allocation=per the schedule in Exhibit A}} ({{profit_split}}){{/when}}. Distributions shall be made {{distribution_frequency}} subject to retention of working capital.

5. Management & Decision-Making

Each Partner shall have equal management authority. Decisions in the ordinary course of business may be made by either Partner. Major decisions — including taking on debt over $[AMOUNT], adding partners, selling the business, or amending this Agreement — require unanimous consent.

6. Duties & Time Commitment

Each Partner shall devote their best efforts to the Partnership and shall not engage in competing businesses without consent. Each Partner's expected time commitment is {{time_commitment}}.

7. Books & Records

The Partnership shall maintain accurate financial records accessible to all Partners. An accountant shall prepare annual financial statements.

8. Withdrawal of a Partner

A Partner may withdraw with ninety (90) days written notice. Upon withdrawal, the remaining Partner(s) shall have the option to purchase the withdrawing Partner's interest at fair market value, determined by an independent appraiser if necessary.

9. Dissolution

The Partnership shall dissolve upon: (a) unanimous agreement; (b) death or incapacity of a Partner without continuation election; (c) court order; or (d) sale of substantially all assets. Upon dissolution, assets shall be distributed first to creditors, then to Partners according to capital accounts.

10. Dispute Resolution

Disputes shall first be addressed through good-faith negotiation, then mediation, and finally binding arbitration in [LOCATION]. Each Partner shall bear their own costs unless the arbitrator orders otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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