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This General Partnership Agreement (this “Agreement”) is made and entered into effective as of by and between , residing or located at , and , residing or located at (each a “Partner” and collectively the “Partners”).
The Partners hereby form a general partnership (the “Partnership”) under the laws of the State of TX. The business of the Partnership shall be conducted under the name , with its principal place of business at .
The purpose of the Partnership is to engage in the following business and any other lawful activity to which the Partners may agree:
The Partnership shall commence on and shall continue until dissolved in accordance with this Agreement or applicable law.
Each Partner shall contribute to the capital of the Partnership as set forth below. Additional capital contributions shall be made only upon the unanimous agreement of the Partners.
| Partner | Initial Contribution |
|---|---|
Net profits and net losses of the Partnership shall be divided among and borne by the Partners as follows: — ; — . Distributions of profits shall be made at such times as the Partners agree. No Partner shall be entitled to a salary for services unless agreed in writing, but a Partner may take periodic draws against that Partner’s share of profits as the Partners may approve.
Except as otherwise provided in this Agreement, all Partners shall have equal rights in the management and conduct of the Partnership business. Ordinary decisions shall be made by a majority in interest of the Partners, while the following actions require the unanimous consent of all Partners: admitting a new partner, borrowing money in the name of the Partnership in excess of , selling substantially all of the Partnership’s assets, or dissolving the Partnership. Each Partner is an agent of the Partnership for the purpose of its business.
All funds of the Partnership shall be deposited in one or more accounts in the Partnership’s name. The Partnership shall keep accurate and complete books of account at its principal place of business, which shall be open to inspection by any Partner. The fiscal year of the Partnership shall end on .
The Partners acknowledge that, as a general partnership, each Partner is jointly and severally liable for the debts and obligations of the Partnership. The Partnership shall indemnify each Partner for liabilities reasonably incurred in the ordinary and proper conduct of the Partnership business, except for liabilities arising from a Partner’s fraud, gross negligence, or willful misconduct.
No person may be admitted as a Partner without the unanimous written consent of the existing Partners. A Partner may withdraw upon not less than days’ prior written notice to the other Partners. Withdrawal shall not automatically dissolve the Partnership if the remaining Partners elect to continue the business and purchase the withdrawing Partner’s interest at its fair value.
The Partnership shall be dissolved upon the unanimous agreement of the Partners, the sale of substantially all of its assets, or as otherwise required by law. Upon dissolution, the assets of the Partnership shall be applied first to the payment of debts owed to creditors, then to the repayment of capital contributions, and the balance shall be distributed among the Partners in accordance with their respective shares of profits.
The Partners shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation, and failing that, through mediation, before resorting to litigation. Any litigation shall be brought in the courts of the State of TX.
This Agreement is governed by the laws of the State of TX. It constitutes the entire agreement among the Partners with respect to the Partnership, supersedes all prior understandings, and may be amended only by a writing signed by all Partners. This Agreement may be executed in counterparts, including by electronic signature.
IN WITNESS WHEREOF, the Partners have executed this Agreement as of .
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