Ayuda Legal Online presenta un Contrato de Partnership Agreement en inglés:
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THIS AGREEMENT OF PARTNERSHIP entered into this (____________), by and between **** *****, ---- ---- and, ^^ ^^.
1. Name and Purpose.
The Partnership shall be carried on under the name of «@@@@@@@». The purpose of the Partnership shall be to set up an LTD company dealing with providing foreign language online services, including but not limited to Translations, support services, Web site and design, marketing research, online campaigns and other internet company services, Notwithstanding the foregoing, the parties may conduct business as partners in any unrelated business activities which would not jeopardize activities of partnership.
2. Place of Business.
The principal office of the Partnership shall be located at ________________________
3. Partners.
The name and address of each of the partners is as follows:
----- ---- – ID: xxxxxxxxxxx - _________________
-^^ ^^, , ____________
-**** ***** _________________
4. Term.
The Partnership has commenced business on providing Language services for client companies.
5. Capital Contribution.
There is no capital contribution, since the partnership’s main goal in first quarter is to build up capital, based on their business plan and strategies for future business paths. Upon the dissolution of the Partnership, each partner should get market share value, based on below mentioned interests in partnership (point.6).
6. Net Profits and Losses.
Subject to such adjustments as may be required pursuant to this Agreement, the net profits and losses of the Partnership shall be shared by the partners as follows:
-**** *****, 33.33%
-^^ ^^, 33.33%
----- ---- 33.33%
The amount of annual "net profits" and "net losses" shall be determined by the accountant servicing the Partnership account and computed according to regular accounting practices.
7. Change in legal form of company
Company formed as a partnership in this initial stage must change it formation to Limited Liability Company 30 days after acceptance and processing of investment. This way the liability of individual partner’s would be saved, and company will be solely responsible of the market share and success.
8. Management Duties:
The day-to-day affairs of the Partnership shall be handled by ---- ----, who will be acting manager of the partnership company until dissolution of partnership or change of formation type to LTD.
All partners shall provide services to the business of the Partnership and each other as proper and necessary, including keeping all partners informed of any letters, accounts, contracts, and other information which shall come to their attention concerning the business of the Partnership. All partners shall keep records of each transaction of the Partnership to which they are involved in, and shall maintain such records at the Partnership's main office.
9. Finances.
The fiscal year of the Partnership shall commence January 1 of each year and end on December 31, at which time the books of account shall be closed and balanced. The books of the Partnership shall be kept on a cash basis. All partners shall cause the funds of the Partnership to be deposited in such bank account(s) specially designated and opened for partnership company use. Checks and withdrawals shall be made upon consent of all partners.
10. Admission.
No new partners may be admitted to the Partnership except upon the unanimous written consent of all partners.
11. Restrictions.
No partner shall borrow money in the name of the Partnership or incur any liability without the written consent of all partner’s agreement. No partner shall pledge, cause a lien to be placed against, encumber or sell his interest in the Partnership in any way. In the event any partner violates the provisions of this paragraph or makes representations, warranties or commitments binding the Partnership without all other partners' consent, the breaching partner shall indemnify and hold all other partners harmless from any and losses, damages, attorneys’ fees and costs incurred by the non-breaching partners.
12. Disability.
In case of disability of any partner involved ... partners should payout disabled partner earned money and have the option to continue the company with profits being divided equally amongst remaining partners.
13. Sale of Partnership Interest.
In the event a partner dies, retires, or becomes disabled according to the above definition, the remaining partner’s shall have the right to continue the business of the Partnership under the present name.
However, said deceased, retired or disabled partner shall receive the following remuneration for his or her Partnership interest: (the Partnership is to be valued, as one times annual gross receipts). Closing shall be held no later than (30) days after the end of the calendar month in which the offer to sell was made and shall take place at (the offices of the accountant or attorney for the Partnership.) The family member or the person’s appointed by partner should take his part and proceed with actions and ownership.
14. Additional Items at Closing.
All credit cards and personal items belonging to the Partnership shall be delivered at closing. The selling partner or estate of the deceased selling partner agrees to indemnify the Partnership against any unknown and/or unauthorized charges on such cards or property.
Any loans owed to the Partnership by the deceased or selling Partner shall be paid to the Partnership out of the first monies received for the sale of his interest in the Partnership; any loans owed to the selling or deceased partner shall be paid at the time of closing.
15. Dissolution.
In the event the remaining partners do not elect to purchase the interest of the retiring or deceased partner, or in the event the partners mutually agree to dissolve the Partnership, the Partnership shall terminate and the partners shall proceed to liquidate the business of the Partnership. All assets of the Partnership shall be paid in the following manner: first to pay all just debts of the Partnership; second, to pay all undistributed funds (if any) in each partners' drawing account; third, to pay all surplus cash from the date of the last accounting to the date of dissolution; fourth, to pay all receivables as they are received; and fifth, the remaining assets of the Partnership shall then be divided equally among the partners.
16. Illegality.
If any provision of this Agreement shall be determined by the arbitrators, or any court having competent jurisdiction, to be invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby, but shall continue in full force and effect as though such invalid, illegal or unenforceable provision were not a part hereof.
17. Notices.
All notices required to be sent must be mailed by certified mail, return receipt requested to the partners' last known address.
18. Binding Effect.
This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective next-of-kin, administrators, executors, legal representatives, successors and assigns.
19. Waiver.
No waiver or modification of any of the provisions of this Agreement or any rights or remedies of the parties hereto shall be valid unless such change is in writing, signed by the party to be charged.
20. Arbitration.
Any claim or controversy arising among or between the parties hereto pertaining to the Partnership or this Agreement, or the interpretation of this Agreement, shall be settled by arbitration in (country) under the then prevailing rules of the (country) Arbitration Association by three arbitrators, whose decision shall be final and binding.
21. Validity
This partnership agreement should bind parties signed on it, for period of one year from the date of signing. After the above mentioned period the partnership agreement should be dissolved along with the company.
22. Non Disclosure
Every partner involved should sign non disclosure agreement on the idea of ---- ----, by which they wouldn’t be able to copy or use his idea for this particular business action in any way, without his written authorization.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.Name of Partner
Name of Partner
Name of Partner
Name of Partner
Witnessed: __________________________
