Partnership Agreement (Long Form)

 

Partnership Partners hip Agree Agreement ment THIS AGREEMENT made as of

between

, of

and

, of 

WHEREAS the parties ahereto are of desirous of (the entering a pa partnershi rtnership p (the “Partnership”) “Partnersh ip”) with one another concerning business business a “Busines “Businto iness”) s”) located at (the “Premises”); NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as fol follows: lows:

1.

Business and Name. From and after the date of this Agreement, Agreement, the partners agree to carry on the Business in partnership with one another as equal partners under the name “ ”.

2.

Principal Office. The principal office of the Business shall be at the Premises or at such other place or o r places as the partners may from from time to time agree upon. upon .

3.

Agreement, both Time and Effort to Partnership. From and after the date of this Agreement,  partners shall contribute contribute to the Partnership their whole time, time, labor and attention. a ttention. Each  partner shall have the right to draw from the Partnership monthly, as salary, the sum of  , or such sum as may be agreed upon from time to time by the partners.

4.

shall contribute the sum of to be deposited Capital Contribution. Both partners shall within withi n two (2) weeks of the date of this Agreement, Agreement, to the bank account of the th e Partnership. Except as otherwise agreed by the partners or as provided pr ovided herein, herein, no contribution to the capital of the Partnership by either partner shall bear interest. Both  partners shall contribute equally any additional capital which they deem necessary for  carrying on the Business. If either partner shall at any time, with the consent of the other   partner, advance any money to the Partnership beyond the amount of the capital hereby agreed to be brought in by him or her, or if he or she shall leave any part of his or her   profits in the Partnership, the said money or profits shall be a debt due to him or her from the Partnership, and may be withdrawn by him or her at any time on one month’s notice in writing, and shall in the meantime bear interest at the rate of twelve per cent (12%) per  annum from the time of such advance until repaid.

5.

Banking. The bank of the Partnership shall shall be whatever bank or banks the partners hereto shall from time to time agree upon. All monies received from time to time on account of  the Partnership shall be paid immediately into the bank for the time being of the Partnership in the same drafts, cheques, bills or cash in which they are received, and all disbursements an account of the Partnership shall be made by cheque on such bank.

 

Page 2 6.

Bo th partners together to gether shall draw cheques in the name of the Partnership and Cheques. Both may sign, endorse and accept in the name of the Partnership all bills, notes, cheques, drafts or other o ther instruments instruments for the purpose of the Partnership.

7.

Profits, Losses. The net profits of the Partnership shall shall belong to the partners in equal

shares. All expenses incurred in the course of the Partnership and any losses arising therefrom shall be borne out of the earnings of the Partnership, or in the case of a deficiency, the losses shall be paid by the partners in equal shares. 8.

Accounting. Proper Prop er accounts shall be kept of all transactions transactions of the Partnership and at the end of each year or so soon thereafter as possible a statement shall be made out showing the income and expenses of the Partnership for the past year, and what belongs and is due to each of the partners as his share of the profits. If required by either partner each year  the books shall shall be audited by an accountant at the expense of the Partnership, and in addition each of the partners may at any time or times have the books audited by an accountant at a t his own expense. All All books and documents d ocuments connected with the Partnersh Par tnership ip shall be accessible to each of the partners or his agent at all times.

9.

Prohibited Acts. No partner shall, without the consent in writing of the other, do any of  the following things, namely:

(a)

Be engag engaged ed direc directl tly y or ind indir irect ectly ly,, or be conn connect ected ed with with any any trade trade or busin busines esss other  other  than the Business;

(b)

Rele Release ase,, disc dischar harge ge or compro compromi mise se any any debt debt owin owing g to or cla claim imed ed by by the Partnership;

(c)

Give Give any any bond, bond, or beco become me secu securi rity ty for any any pers person on or do, do, or knowi knowing ngly ly perm permit to  be done, anything whereby any of the capital or property of the Partnership may be seized, attached or taken in execution;

(d)

Assi Assign gn all all or any any part part of of his his or her in inter terest est in in the the Partne Partners rshi hip, p, or intro introduce duce or  attempt to introduce any other person into the Partnership, without the authority of the other partner;

(e)

Make Make any any agreem agreement ent on on beha behalf lf of the the Partn Partners ershi hip p for for the the purcha purchase se of of propert property y or  goods exceeding exceeding in value value of one thousand dollars ($1,000.00);

(f) (f)

Borrow Borrow money money,, endors endorsee any any notes notes or beco become me secur securit ity y for for any any other other perso person n iin n tthe he name of the Partnership;

(g)

Hire Hire any any empl employ oyee ee for for the the Partn Partners ershi hip p or dis discha charge rge an any y emp employ loyee ee of the Partnership;

(h)

Contract Contract on beh behal alff of the the Partner Partnersh ship ip other otherwi wise se than than in in the Part Partner nersh ship ip’’s name name;;

 

Page 3 (i) (i)

Order Order or contra contract ct for for an any y goods or arti articl clee exce exceedi eding ng the va value lue of one thousa thousand nd dollars ($1,000.00);

(j (j))

Buy, Buy, order order or contract contract for an any y artic article, le, or enter enter into any any contract contract or num number ber of  contracts in the Partnership’s name, the fulfillment of which would necessitate further capital, or further borrowing, without the mutual consent in writi writing ng of both  partners.

(k)

Employ Employ an any y mone money y or ef effe fects cts bel belong ongin ing g to the Part Partner nersh ship ip,, or engage engage its its cred credit, it, except on account acco unt of the Partnershi Pa rtnership p and for the bona fi fide de purposes of carrying carrying on the Business, or do or suffer anything whereby any such money or effects, or the interest of such partner therein, may be taken in execution or in any wise assigned, charged or encumbered for or in respect of his private debts; or 

(l) (l)

Make, Make, draw draw,, accept, accept, sig sign, n, or endor endorse se any any bi billl o off exch exchang ange, e, draf draft, t, promi promisso ssory ry note, note, or contract c ontract any debt on account acco unt or in the name name of the Partnership, or in any manner pledge pledge the credit c redit of the Partnershi Par tnership, p, except in the usual and regular course of business.

10.

termination of the Partnership the assets of the Termination of Partnership. Upon the termination Partnership shall be realized and applied first in payment of the debts and liabilities of the Partnership and any surplus shall be divided equally between the partners.

11.

partne rs withdraws from the Partnership, Partne rship, the name “ Use of Name. If one of the partners shall remain the property of the partner remaining.

12.

Right of First Refusal. If either partner shall desire to sell his or her interest in the Partnership he or she shall be at liberty to do so, and in such case shall first offer such interest to the other partner at a price p rice to be named by the selli selling ng partner; and if the other   partner shall not, within thirty (30) days thereafter, accept such offer, then the selling  partner shall for a period of three (3) months thereafter be at liberty to sell his or her share

”

and interest to any other person or persons at the same or a higher price, but shall shall not sell it to any other person at a lesser price unless and until it shall have been offered to the other partner at such lesser price, and that such last mentioned offer shall not have been accepted within thirty (30) days thereafter. Provided however, that if the selling partner  does not sell such share and interest in the Partnership within such three (3) month period, he or she must again comply with the provisions of this paragraph in respect of any subsequent sale. 13.

Option to Purchase on Death or Insolvency . If either partner should die or become insolvent while both partners have an interest in the Partnership, the other partner if  mutually agreeable shall remain in partnership with the estate of the deceased or insolvent  partner, provided that if the other partner or o r the estate of the deceased or insolvent insolvent partner  is not agreeable to remaining in partnership, then the other partner may purchase the

interest of the deceased or insolvent insolvent partner from his his estate. In such event the purchase  price and terms of payment payment shall shall be agreed upon between the other partner and the estate

 

Page 4 of the deceased or insolve insolvent nt partner; provided p rovided that if no agreement can be reached then the purchase price and terms of payment shall be established by arbitration in accordance with this Agreement. The other partner shall then be entitled to retain the name of the Partnership. If the other partner does not remain remain in partnership partnership with with the estate of the deceased or  insolvent partner and does insolvent do es not wish to purchase the interest of the deceased or o r insolvent insolvent  partner from his or her estate, then the Business shall be sold and the surplus after   payment of all debts and liabilities of the Business shall be divided equally between the other partner and the estate of the deceased or inso insolvent lvent partner. partner. 14.

Arbitration. All matters in difference in relation to this Agreement and to the affairs of the Partnership shall be referred to the arbitration of a single arbitrator, if the partners agree upon one, otherwise to three arbitrators, one to be appointed by each party and a third to  be chosen by the first two named before they enter upon the business of arbitration. The award and determination determination of such arbitrator or arbitrators, or any two of such three arbitrators, shall be binding upon the partners and their respective heir, executors administrators and assigns.

15.

Insurance on Vehicles. All trucks and automobiles now or hereafter owned by the Partnership or by either of the partners shall be insured to the maximum amounts required  by either partner.

16.

Holidays. The partners agree that they shall each be entitled to equal holidays each year.

17.

Amendments. If at any time during the term of this Agreement the partners shall deem it necessary or expedient to make any alteration in any article, clause, matter or thing herein contained they may do so by a writing signed by them and endorsed on these articles, and all such alterations shall be adhered to and have the same force and effect as if they had  been originally embodied in and formed part of this Agreement.

18.

Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the respective heirs, executors, adminis administrators trators and assigns of each of the parties hereto.

19.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of .

20.

Headings. The headings of the paragraphs hereof are inserted for convenience of  reference only and shall not affect the interpretation or construction of this Agreement.

Agreement as of the date da te first IN WITNESS WHEREOF the parties hereto have executed this Agreement above written.

Witness

 

 

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Witness