PARTNERSHIP AGREEMENT

THIS AGREEMENT is made as of [DATE], among the following partners (the "Partners"):

| Partner | Address | Capital Contribution | Ownership % | |---------|---------|-----------------------|-------------| | [NAME] | [ADDRESS] | $[AMOUNT] | [%] | | [NAME] | [ADDRESS] | $[AMOUNT] | [%] | | [NAME] | [ADDRESS] | $[AMOUNT] | [%] |

1. PARTNERSHIP NAME AND BUSINESS

Partnership Name: [NAME]
Principal Place of Business: [ADDRESS]
Nature of Business: [DESCRIBE BUSINESS ACTIVITY]

2. TERM

The Partnership commences on [DATE] and continues until dissolved by agreement or as provided herein.

3. CAPITAL CONTRIBUTIONS

Each Partner's initial contribution is set out above.
Additional contributions require [UNANIMOUS / MAJORITY] consent.
[IF LOAN TO PARTNERSHIP: Partner loans carry interest at [%] per annum].

4. PROFITS AND LOSSES

Profits and losses are distributed [EQUALLY / ACCORDING TO OWNERSHIP %] as follows:
Distributions: [MONTHLY/QUARTERLY/ANNUALLY], within [NUMBER] days of period end.

5. MANAGEMENT AND DECISION-MAKING

5.1 Day-to-Day Operations

[ ] Each Partner may bind the Partnership in ordinary course.
[ ] [PARTNER NAME] shall manage day-to-day operations.

5.2 Major Decisions (require [UNANIMOUS / 75%] consent)

Entering contracts above $[AMOUNT]
Borrowing money on behalf of the Partnership
Admitting a new Partner
Selling or encumbering Partnership assets
Dissolving the Partnership
Amending this Agreement

6. DUTIES OF PARTNERS

Each Partner shall:

Devote [FULL-TIME / REASONABLE] time to Partnership business.
Account for any Partnership opportunity.
Not compete with the Partnership.
Maintain accurate books and records.

7. BOOKS AND RECORDS

Accounting method: [CASH/ACCRUAL]
Fiscal year end: [DATE]
Each Partner has access to the books at reasonable times.
[PARTNER / ACCOUNTANT] shall maintain the books.

8. BANKING

Partnership account at: [BANK]
Signing authority: [ANY ONE PARTNER / ANY TWO PARTNERS / SPECIFIC PARTNER]

9. ADMISSION OF NEW PARTNERS

A new Partner may be admitted with [UNANIMOUS / MAJORITY] consent.
The new Partner's capital contribution and share: [DETAILS]

10. WITHDRAWAL OF A PARTNER

Notice: A Partner wishing to withdraw must give [NUMBER] days' written notice.
Buyout: The remaining Partners may purchase the withdrawing Partner's interest at:
- [ ] Fair market value (determined by [APPRAISAL/AGREEMENT])
- [ ] Book value
- [ ] Formula: [DETAILS]
The withdrawing Partner is not entitled to interest in specific Partnership assets.

11. DEATH OR INCAPACITY OF A PARTNER

Upon death or incapacity, the Partnership [CONTINUES / DISSOLVES].
The deceased/incapacitated Partner's interest is payable to [ESTATE / BENEFICIARY] over [NUMBER] months.

12. DISSOLUTION

The Partners may dissolve the Partnership by [UNANIMOUS / MAJORITY] agreement.
Upon dissolution: debts paid, remaining assets distributed per ownership share.

13. NON-COMPETE

A withdrawing Partner shall not compete with the Partnership for [NUMBER] [MONTHS/YEARS] within [GEOGRAPHIC AREA].

14. GENERAL

Governing Law: [JURISDICTION]
Dispute Resolution: [MEDIATION / ARBITRATION / COURT]
Amendment: Only in writing, signed by all Partners.

Partner 1: _______________________ Date: __________

Partner 2: _______________________ Date: __________

Partner 3: _______________________ Date: __________