PARTNERSHIP AGREEMENT, A STARTING TEMPLATE
Growing Partners (growingpartners.org)

This is general information, not legal advice. It is built from the structure of the
Uniform Partnership Act (1997) and the state acts based on it, to show what a complete
agreement covers and in what order. Every bracket needs a decision, several clauses
need a number only your state's statute or your own numbers can supply, and a lawyer
licensed in your state should read the finished document before anyone signs it. State
law varies on dissociation, buyouts and noncompete enforceability; this template does
not account for any one state's departures from the uniform text.

PARTNERSHIP AGREEMENT OF [PARTNERSHIP NAME]

This Partnership Agreement ("Agreement") is entered into as of [DATE], by and between
[PARTNER 1 NAME], of [ADDRESS], and [PARTNER 2 NAME], of [ADDRESS] (each a "Partner"
and together the "Partners").

1. FORMATION AND NAME
The Partners form a general partnership under the laws of the State of [STATE], to be
known as [PARTNERSHIP NAME], or such other name as the Partners may agree in writing.
The Partnership shall file an assumed name certificate or equivalent registration where
the state or county requires one.

2. PURPOSE
The purpose of the Partnership is [BUSINESS PURPOSE, DESCRIBED SPECIFICALLY], and any
other lawful business the Partners unanimously agree to undertake.

3. PRINCIPAL OFFICE
The Partnership's principal office is at [ADDRESS], or such other address as the
Partners may designate in writing.

4. TERM
The Partnership begins on [DATE] and continues until dissolved under Section 13 of
this Agreement. [OR: The Partnership continues until [EVENT OR DATE], unless the
Partners agree in writing to extend it.]

5. CAPITAL CONTRIBUTIONS
Each Partner shall contribute to the Partnership the cash, property or services
described below on or before [DATE]:
   [PARTNER 1 NAME]: $[AMOUNT] cash [AND/OR: the following property: [DESCRIPTION],
   valued at $[AMOUNT] by agreement of the Partners].
   [PARTNER 2 NAME]: $[AMOUNT] cash [AND/OR: the following property or services:
   [DESCRIPTION], valued at $[AMOUNT] by agreement of the Partners].
No Partner is required to make an additional contribution beyond the amount stated
above, except as the Partners unanimously agree in writing. [OPTIONAL: If the Partners
agree to a capital call of more than $[AMOUNT] in any twelve-month period and a Partner
does not contribute its share within [NUMBER] days, that Partner's percentage interest
is diluted under Section 7 by the shortfall, or the other Partners may advance the
amount as a loan to the Partnership bearing interest at [RATE]%.]

6. CAPITAL ACCOUNTS
The Partnership shall maintain a capital account for each Partner, credited with that
Partner's contributions under Section 5 and share of profits, and charged with that
Partner's distributions and share of losses. No Partner is entitled to interest on a
positive capital account balance unless the Partners agree otherwise in writing.

7. ALLOCATION OF PROFITS AND LOSSES
Profits and losses are allocated among the Partners as follows: [PARTNER 1 NAME]
[PERCENTAGE]%, [PARTNER 2 NAME] [PERCENTAGE]%. [IF NOT EQUAL AND NOT TIED TO CAPITAL,
STATE THE REASON AND FORMULA, E.G. A PREFERRED RETURN ON CAPITAL BEFORE AN EQUAL SPLIT
OF WHAT REMAINS.] Unless the Partners agree otherwise in writing, this allocation
applies regardless of the time or work any Partner devotes to the Partnership's
business.

8. DISTRIBUTIONS AND COMPENSATION
No Partner is entitled to compensation for services rendered to the Partnership,
except as this Section provides. [OPTION A: Each Partner who works in the business is
entitled to a guaranteed payment of $[AMOUNT] per [MONTH/YEAR], payable before any
other distribution, whether or not the Partnership has profits in that period.]
[OPTION B: No guaranteed payments; each Partner may draw up to $[AMOUNT] per [MONTH]
against that Partner's anticipated share of profits.] The Partnership shall distribute
remaining cash available after reasonable reserves at least [QUARTERLY/ANNUALLY], in
proportion to each Partner's allocation under Section 7, unless the Partners
unanimously agree to retain it in the business.

9. MANAGEMENT AND DECISION-MAKING
Each Partner has equal rights in the management of the Partnership's business, unless
stated otherwise below. Ordinary matters in the course of the Partnership's business
are decided by a majority in interest of the Partners. The following require the
written consent of all Partners:
   (a) borrowing money or granting a security interest in Partnership property outside
   the ordinary course of business, in excess of $[AMOUNT];
   (b) admitting a new Partner;
   (c) amending this Agreement;
   (d) selling, leasing or transferring all or substantially all of the Partnership's
   assets;
   (e) a capital call in excess of $[AMOUNT] in any twelve-month period;
   (f) any other matter the Partners add here: [LIST].
[IF AN EVEN NUMBER OF PARTNERS: In the event the Partners are evenly divided on a
matter requiring majority consent, [TIEBREAKER MECHANISM, E.G. A NAMED THIRD PARTNER,
A ROTATING CASTING VOTE, OR REFERRAL TO THE DISPUTE RESOLUTION PROCEDURE IN SECTION
14].]

10. AUTHORITY TO BIND THE PARTNERSHIP
Subject to Section 9, each Partner may bind the Partnership in the ordinary course of
its business. No Partner may sign a contract, incur a debt, or grant a lien in the
Partnership's name above $[AMOUNT] without the consent required by Section 9. The
Partnership [MAY/SHALL] file a statement of partnership authority with the [STATE]
Secretary of State naming the Partners authorized to transfer real property and any
limits on a Partner's authority, as permitted by the state's partnership act.

11. BOOKS AND RECORDS
The Partnership shall keep its books and records at [ADDRESS, OR "the principal
office"]. Each Partner, and that Partner's agents and attorneys, may inspect and copy
the books and records during ordinary business hours on reasonable notice. The
Partnership shall furnish each Partner with [FREQUENCY, E.G. MONTHLY] financial
statements without demand.

12. ADMISSION OF A NEW PARTNER
A person may be admitted as a Partner only with the written consent of all
then-current Partners. A new Partner's capital contribution, allocation of profits and
losses, and voting rights shall be set out in a written amendment to this Agreement
signed by all Partners, including the new Partner. A newly admitted Partner is not
personally liable for a Partnership obligation incurred before that Partner's
admission.

13. DISSOCIATION, BUYOUT AND DISSOLUTION
A Partner may withdraw from the Partnership on [NUMBER] days' written notice to the
other Partners. [IF THE PARTNERS WANT THE PARTNERSHIP TO CONTINUE AFTER ONE PARTNER
LEAVES, STATE SO HERE AND SET A BUYOUT METHOD AND PRICE, OR CROSS-REFER TO A SEPARATE
BUY-SELL AGREEMENT.] Unless the remaining Partners elect to continue the business
under this Section, the withdrawal, death, bankruptcy or expulsion of a Partner
dissolves the Partnership, and it shall be wound up under Section 14. A Partner may be
expelled by the unanimous written vote of the other Partners for [CAUSE, E.G. A
MATERIAL AND UNCURED BREACH OF THIS AGREEMENT, OR CONDUCT THAT A COURT COULD FIND MAKES
IT NOT REASONABLY PRACTICABLE TO CONTINUE THE BUSINESS WITH THAT PARTNER].

14. DISSOLUTION AND WINDING UP
On dissolution, the Partnership continues only to wind up its business: finishing
contracts, collecting receivables, selling assets and paying debts. The Partnership's
assets, including any required contribution from a Partner with a negative capital
account, shall be applied first to outside creditors and Partner loans, and the
remainder distributed to the Partners according to their capital accounts after all
profit and loss on liquidation is allocated under Section 7.

15. DISPUTE RESOLUTION
Before filing suit, the Partners shall attempt to resolve a dispute arising from this
Agreement by [NUMBER] days of good-faith negotiation, followed by mediation under the
rules of [MEDIATION PROVIDER, E.G. THE AMERICAN ARBITRATION ASSOCIATION] in
[CITY, STATE]. [OPTIONAL: A dispute not resolved by mediation within [NUMBER] days
shall be settled by binding arbitration under the rules of [PROVIDER], and judgment on
the award may be entered in any court of competent jurisdiction.]

16. RESTRICTIVE COVENANTS
[OPTIONAL, AND UNENFORCEABLE IN SOME STATES FOR SOME PARTNERS: A Partner who withdraws
or is expelled shall not, for [NUMBER] months within [GEOGRAPHIC AREA], [COMPETE WITH
THE PARTNERSHIP'S BUSINESS / SOLICIT THE PARTNERSHIP'S CUSTOMERS OR EMPLOYEES]. Confirm
enforceability under the law of the state where the restriction would be enforced
before including this section.]

17. AMENDMENTS
This Agreement may be amended only by a writing signed by all Partners.

18. GOVERNING LAW
This Agreement is governed by the laws of the State of [STATE], including its version
of the Uniform Partnership Act, without regard to conflict of law principles.

19. ENTIRE AGREEMENT
This Agreement is the entire agreement of the Partners concerning the Partnership and
supersedes every prior agreement or understanding, written or oral, on the same
subject.

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

___________________________          ___________________________
[PARTNER 1 NAME]                      [PARTNER 2 NAME]
Date: ______________                  Date: ______________