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Duquesne University Small Business Development Center
Sample Partnership Agreement
THIS AGREEMENT is made and entered into at ______________________________, this ________ day
of ________________, 20_______, by and between
____________________________________________________ (Name And Address) and
_________________________________________________ (Name And Address) (hereafter collectively
referred to as the "Partners").
W I T N E S S E T H:
WHEREAS, the Partners intend to ________________________________________
NOW THEREFORE, in consideration of the promises and mutual covenants made one to the other, be it
and it is hereby agreed as follows:
1. Partnership Name and Purpose. The parties hereto hereby form a Partnership under the name and
style of _______________________________________________ (hereafter referred to as "the
Partnership") to own real property, develop real property, and thereafter to manage, operate, develop,
mortgage, lease or sell real property and do all other lawful things as further business of the partnership and
as may be necessary, incidental, or convenient to carry on the Partnership business as provided herein.
2. Place of Business. The principal place of business of the Partnership shall be
___________________________________________________ (Location and Address) or such other place
in the State of ________________ as the Partnership may hereafter, from time to time, determine.
3. Term. The Partnership shall commence as of the date of the execution of this Agreement and shall
continue thereafter for a term of __________ years, unless sooner dissolved and terminated by agreement
of the Partners; provided, however, that the Partnership shall not be terminated by the bankruptcy,
insolvency, appointment of trustee for the benefit of creditors, death, incompetence, or withdrawal of any
Partner, but the remaining Partners shall have the rights and options as set forth below.
4. Capital Contributions. Each Partner shall contribute to the Partnership, an initial contribution of
capital and each Partner shall share in the net annual operating profits or losses of the Partnership in the
following ratio unless adjusted as hereinafter provided:
Partners Name Contribution
Partners Name Contribution
The capital of the Partnership shall be the aggregate amount of capital contributions made to it by the
Partners. The initial capital to be contributed by each Partner shall be in cash. No Partner shall be required
to make any additional contribution to the Partnership but shall make such additional contributions as
agreed upon by a supermajority of the partners, and directed by a written call given to each partner. For all
purposes in this Agreement, a supermajority vote of the partners shall be a vote of at least five partners.
If any Partner fails to contribute the additional capital required of him within thirty (30) days after written
call for contribution, the other Partners shall be given the opportunity to contribute amounts that will equal
the assessment in default. They shall contribute amounts equaling the assessment in default in a proportion
commensurate with the proportion of the capital interest in the Partnership of the non-defaulting Partner(s)
Duquesne University SBDC 2009 - Reprinted with the express permission of the American Institute for
Financial Research, Inc., Smart Business System, Smart Online. Smart Attorney and other business
software can be viewed at www.smartonline.com