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Sample Partnership Agreement??General Partnership PARTNERSHIP AGREEMENT FOR JOE AND BOB'S GREAT ADVENTURE Upon valuable consideration and mutual promises, the persons named below as "Partners" hereby covenantand agree to be bound to the following as their GENERAL PARTNERSHIP AGREEMENT (this "Agreement" dated this ___ day of _________________, 2004 for JOE AND BOB'S GREAT ADVENTURE, a general partnership governed by the laws of the State of California (hereinafter known as"the Partnership": ARTICLE 1. DEFINITIONS Section 1.01. The below terms are to have the following meaning when used in this agreement: "Agreement" shall mean this General Partnership Agreement, as amended from time to time. a. "Capital Account" shall mean the account established for each Partner on the books of the Partnership, reflecting such Partner's capital contribution, plus such Partner's share of Partnership profits, less such Partner's share of Partnership losses, less any distributions by the Partnership to suchPartner. b. "Partners" shall initially refer to Joe and Bob . This list of persons who are Partners of this Partnership may, in the future, be amended in accordance with the provisions of this Agreement. c. "Partnership interest" shall mean all of a Partner's rights possessed or accruing to a Partner underthis Agreement including (but not limited to his or her capital account, rights in the profits of the Partnership under any loan agreement entered into between the Partner and the Partnership. d. "Vote of the Partners" shall mean one based upon each partner having one vote with each votehaving equal weight. Unless stated elsewhere in the agreement, a Majority Vote of the Partners is required for passage of any matter before the partners for consideration. "Majority Vote of the Partners" shall mean a block of votes of the partners collectively constituting more than fifty (50 percent of the eligible partner votes (whether or not said votes are actually cast. 1. "Supermajority Vote of the Partners" shall mean a block of votes of the partners collectively constituting more than sixty?six (66 percent of the eligible partner votes (whether or not said votes are actually cast. 2. e. ARTICLE 2. PURPOSE / PREFATORY INFORMATION Section 2.01ADVENTURE, a partnership organized under the laws of the State of California (hereinafter known as "the Partnership". The Partners may agree to change the name in the future. The laws of the State of California shall control the operation and interpretation of this agreement. Section 2.02 rock concerts. The Partnership may also engage in any activities that are related, complimentary or incidental to this business purpose. Section 2.03 Section 2.04 location to be determined by a Vote of the Partners. ARTICLE 3. THE PARTNERS Section 3.01. The initial Partners of the Partnership and their required initial capital contributions are as follows: ??Partner Name ?? Initial Capital Contribution Joe $ 100 Bob $ 100 Section 3.02 may be admitted upon a Supermajority Vote of the Partners. Admission of new Partners shall not constitute an event of dissolution of this partnership. Furthermore, admission of any new Partner shall be contingent upon the prospective new Partner agreeing to, and executing, this partnership agreement (as modified at the time of admission. Section 3.03 The Partners may take any action requiring a vote of the partners through a meeting in person, by proxy, or without a meeting by written resolution in accordance with this Section. Meetings of Partners may be conducted in person or by telephone conference. To be effective, a partner resolution shall require the signature and assent of the same percentage or number of Partners as that required had the action which is the subject of the resolution been voted upon in a meeting of the Partners. a. A voting proxy given by a Partner to another person must be in writing. b. In no instance where action is authorized by written resolution shall it be required that a meeting of Partners be called or prior notice of the action be given; however, upon passage, a copy of the resolution of the Partners shall be sent promptly to all Partners and filed with the partnership records. c. A meetings of Partners may be called by any Partner, or Partners, individually or collectively holding a 25% or more interest in the profits of the Partnership. When a meeting of the Partners has been called, seven (7 days advance written notice shall be given to all Partners. Notice of a meeting called for hereunder may be made by standard U.S. mail, electronic mail, or facsimile transmission and shall contain the time, place, and purpose of such meeting. A quorum for any action to be taken at a meeting of Partners shall be present (in person, via telephone, or by proxy shall be Partners collectively holding more than 60% of the outstanding votes of the Partnership. Any Partner may through a written instrument waive the right to receive prior notice of a meeting of the Partners as described herein. d. Section 3.04 individual hereby represents and warrants to the Partnership (and all other Partners that such Partner is: (a duly incorporated or formed (as the case may be, (b validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, and (c has full power and authority to execute this Agreement and to perform its obligations hereunder. Section 3.05 or through designation of an agent, to inspect and review the books and records of the partnership during normal business hours. Upon the written demand by a Partner to inspect and review the books and records of the partnership made to the custodian of said books and records, the partnership shall make said books and records available for inspection and review within five (5 business days of receipt of the written demand. Section 3.06. Nothing in this Agreement shall prevent a Partner from loaning money to the Partnership on a promissory note or similar evidence of indebtedness for a reasonable rate of interest. Any Partner loaning money to the Partnership shall have the same rights and risks regarding the loan as would any person or entity making the loan who was not a member of the Partnership. Section 3.07 Partnership. If any Partner transacts business with the Partnership, that Partner shall have the same rights and obligations with respect thereto as a person who is not a Partner. Any Partner who has a financial interest involved in any transaction with the Partnership, shall disclose such financial interest to all Partners by use of a written report given to all Partners, indicating all relevant facts of such financial interest involved. A copy of such report shall be maintained in the Partnership records. Section 3.08 Section 6231(a(7 of the Internal Revenue Code of 1986, as amended (the "Code", and shall have all the powers and responsibilities of such position as provided in the Code and the Treasury Regulations thereunder. The Partnership may remove or replace the Tax Matters Partner by a vote of the partners. ARTICLE 4. MANAGEMENT OF PARTNERSHIP AFFAIRS Section 4.01 management of the Ordinary Business Activities of the Partnership; however, all activities of the Partnership that are outside of the Ordinary Business Activities of the Partnership shall be conducted only through a Vote of the Partners and not through the action of a single Partner acting individually. "Ordinary Business Activities of the Partnership" shall mean the normal day?to?day business activities of the Partnership and exclude activities involving decisions that could potentially have a substantial current or future impact upon Partnership assets, debts, income, or expenses. Section 4.02. Regardless of whether or not they shall be considered outside the "Ordinary Business Activities of the Partnership", the following activities of the Partnership shall be conducted only through a Vote of the The hiring or firing of Partnership employees; a. Incurrence of any expense in excess of $1000; b. Purchase of any asset or inventory with a value in excess of $1000; c. Entering into any lease with annual payments in excess of $1000; d. Entering into any loan agreement or debt to or from the Partnership in excess of $1000; and e. Entering into any contract with a monetary value in excess of $1000. f. Section 4.03 shall require an affirmative Supermajority Vote of the Partners prior to being undertaken by the Partnership: Entering into a new line of business; a. The sale of substantially all of the Partnership's assets; b. Admission of a new partner; and c. The decision to dissolve the Partnership. d. The foregoing is not to be considered an exclusive or exhaustive list of the matter requiring a Supermajority Vote of the Partners. Section 4.04 reasonable and necessary expenses incurred by the Partner on behalf of the Partnership. In order to receive reimbursement, a Partner must submit a written itemized report of all expenses for which reimbursement is sought, submit the expense report to the other Partners, and enter the expense report with the Partnership books and records. Reimbursement for expenses incurred by any Partner under this paragraph are circumscribed by the provisions of Paragraph 4.02 above. Section 4.05 Partnership profits shall be set through an affirmative Supermajority Vote of the Partners. Likewise, cash advances, loans, or withdrawals of capital by partners shall only be accomplished through an affirmative Supermajority Vote of the Partners. Section 4.06 for services he or she provides to the partnership separate and apart from said partner's share of the services has been set through an affirmative Supermajority Vote of the Partners. ARTICLE 5. TRANSFERS OF INTEREST; WITHDRAWAL, DEATH, REMOVAL OF PARTNER Section 5.01 no restriction regarding the sale, conveyance, assigned or pledge of their partnership interests. Section 5.02 Partners shall have the unilateral right to resign or withdraw from the Partnership. a. A Partner is required to give thirty (30 days written notice to each of the other Partner to initiate withdrawal from the Partnership. In this notice, the withdrawing Partner shall state an effective date for his withdrawal and said date must be at least thirty (30 days after delivery of notice to all other remaining Partners shall cause a reasonably prompt preparation of financial statements for the Partnership as of the effective date of withdrawal for said Partner. b. Upon withdrawal, the withdrawing Partner shall receive, in exchange for his Partnership interest, the Withdrawal Compensation Amount to be paid within 1 year of the effective date of the Partner's withdrawal. c. The "Withdrawal Compensation Amount" is defined herein as 100% of the withdrawing Partner's capital account. d. Should the Partnership fail to perform upon its obligations under this section to make payments to a withdrawing Partner when due, the Partnership shall, in addition to any other remedies the withdrawing Partner may possess, be liable to the withdrawing Partner for interest upon the amount of any deficiency at the rate of 10% per annum (compounded annually computed from the date that said deficient payment was due to the withdrawing Partner under this agreement. e. Upon withdrawal, the withdrawing Partner shall have no continuing obligations to the Partnership other than pursuant to state law, this Agreement or other applicable laws or such obligations as expressly assumed by such Partners. f. A withdrawing Partner shall retain the right to vote as a Partner up until the effective date of his or her withdrawal, at which time, the withdrawing Partner's Partnership interest shall be considered transferred back to the Partnership (or, as the case may be, the other Partners who purchased said interest and the person who has withdrawn shall no longer be considered a Partner. g. Section 5.03 circumstances: (1 the Partner is required to provide services to the Partnership (as reflected in Attachments to this agreement, said Partner has not substantially performed the promised services, defaulted upon his obligations under this Agreement to make capital contributions (or loans to the Partnership. a. In the case of a removal for failure to preform required services, 60 days prior to any vote to remove, the other Partners shall cause a notice to be issued to the Partner in question stating that they shall bring to a vote of the Partners a motion to remove said Partner for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other Partners shall then give the Partner in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote for removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Partner in question completes this cure within 60 days of receiving the aforementioned notice, then the motion pending before the Partners for removal shall be withdrawn. b. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other Partners shall cause a notice to be issued to the Partner in question stating that they shall bring to a vote of the Partners a motion to remove said Partner for non?payment of required capital contributions. The Partner in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 10% per annum interest (compounded annually upon the amount of any deficiency computed from the date said contribution was due to be made to the Partnership. If the Partner in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the Partners for removal shall be withdrawn and the Partner in question shall, henceforth, be consider in good standing. c. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote of Partners is made to remove the Partner in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Partner and his Partner Interest shall be considered redeemed by the Partnership. d. Upon the affirmative vote of Supermajority vote of Partners to remove a Partner, the remaining Partners shall cause a prompt preparation of financial statements for the Partnership as of the end of the month in which the resolution was passed by the Partners removing said Partner and this shall be the effective date of removal for the Partner for accounting purposes only under this Agreement. e. The removed Partner shall receive in exchange for his Partnership Interest the Removal Compensation Amount to be paid within 1 year of the effective date of the Partner's removal. f. The "Removal Compensation Amount" is defined herein as 100% of the removed Partner's capital account. g. Should the Partnership fail to perform upon its obligations under this section to make payments to a removed Partner when due, the Partnership shall, in addition to any other remedies may possess, be liable to the removed Partner for interest upon the amount of any deficiency at the rate of 10% per annum (compounded annually computed from the date that said deficient payment was due under this agreement. h. Section 5.04 Admission of a new partner to the Partnership shall require an affirmative Supermajority Vote of the Partners. a. Before any person is admitted as a partner to the Partnership, that person shall agree in writing to be bound by all of the provisions of this Agreement, and any amendment hereof. b. ARTICLE 6. CAPITALIZATION Section 6.01 in Section 3.01 of this Agreement. Partners shall make their required initial capital contributions to the Partnership within 30 days of the date of the execution of this Agreement. Any Partner who fails to make the required initial capital contribution as set forth in this Section 3.01 shall indemnify the Partnership and all other Partners for any losses or expenses (including reasonable attorneys fees that are caused by the failure to make the initial capital contribution as set forth herein. Section 6.02 Partner shall be entitled to interest upon his or her capital contributions to the partnership. Section 6.03 this agreement upon the unanimous vote of all Partners. "Additional Capital Contributions" are any and all capital contributions made subsequent to (or in excess of the "initial capital contributions". Section 6.04 of the Partnership when the terms of said loan have been approved by a Majority Vote of the Partners. In such cases, a loan from a Partner to the partnership shall bear the interest rate approved by the majority vote of the Partners. Section 6.05 withdraw capital from the Partnership without an affirmative majority vote of the Partners. Section 6.06 Partner consisting of the Partner's capital contributions and (1 increased by that Partner's share of partnership profits, (2 decreased by that Partner's share of Partnership losses, and (3 further adjusted as required or allowed by the Internal Revenue Code (Title 26 of the United States Code and / or all published Treasury Regulations (Title 26 of the Code of Federal Regulations. In all cases, the capital accounts of the Partners shall be accounted for in accordance with the Internal Revenue Code (Title 26 of the United States Code and or all published Treasury Regulations (Title 26 of the Code of Federal Regulations. Section 6.07 additional Capital Contributions, of a partner to the Partnership. Section 6.08 withdraw any portion of the capital of the Partnership. ARTICLE 7. ALLOCATION OF PROFITS AND LOSSES Section 7.01 26 of the United States Code or the Treasury Regulations (Title 26 of the Code of Federal Regulations or this Partnership Agreement, net profits, net losses, and other items of income, gain, loss, deduction and credit of the partnership shall be allocated among the Partners prorata in the following percentages which shall be known herein as the "Partner Profit and Loss Percentages": ??Partner Name ?? Profit And Loss Percentage Joe 50% Bob 50% Notwithstanding the foregoing, no item of loss or deduction of the partnership shall be allocated to a Partner to the extent such allocation would result in a negative balance in such Partner's capital shall be allocated first among the Partners with positive balances in their capital accounts in proportion to (and to the extent of such positive balances and, thereafter (i.e., after the capital balances of all partners has been reduced to zero, to all Partners in accordance with the Partner Profit and Loss Percentages. a. Section 7.02 Code or Treasury Regulations, the method of allocation and formula determined by the Tax Matters Partner shall be followed so long as it complies with state law, the Internal Revenue Code, the Treasury Regulations, and fairly treats each Partner. The method of tax allocation selected by the Tax Matters Partner shall be presumed to be "fair to all the partners" and any Partner or other party challenging said allocation on these grounds shall bear the burden of proof. ARTICLE 8. DISSOLUTION OF THE PARTNERSHIP Section 8.01 happening of any of the following: If the existence of the Partnership is subject to a definite term pursuant to Section 2.03 of this Agreement, then upon the expiration of the term stated in Section 2.03 hereinabove; a. If the surviving partners do not elect to purchase the partnership interest of a deceased or withdrawing Partner, then upon the death or withdrawal of a Partner; b. Upon the sale or other disposition of substantially all of the operating assets of the business of the partnership; c. Upon the removal of a partner at a time when the partnership possesses only two partners; d. Upon the required Vote of the Partners for dissolution of the partnership as provided elsewhere in this agreement; and e. As otherwise provided pursuant to state partnership law. f. Section 8.02. The person or persons responsible for winding up the affairs of the Partnership pursuant to this section shall make a full inventory of the Partnership assets and liabilities, shall liquidate the assets of the Partnership in a commercially reasonable manner, and shall apply and distribute the proceeds in the following order: First, to creditors of the Partnership who are not Partners in satisfaction of liabilities of the Partnership owing to them; a. Second, to Partners in satisfaction of liabilities of the Partnership owing to them; b. Third, to Partners and former Partners to the extent of their Capital Accounts; and c. Fourth, to the Partners in same proportion and percentage as partnership profits are allocated to the Partners according to the provisions of Section 7.01. d. ARTICLE 9. MISCELLANEOUS Section 9.01 supersedes any prior written or oral agreements between them respecting the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Partners relating to the subject matter of this Agreement that are not fully expressed herein. Section 9.02 the Partners. Any amendment of this Agreement shall be in writing, dated, and executed by the consenting Partners. If any conflict arises between the provisions of any amendment and the original Agreement as previously amended, the most recent provisions shall control. The act of admission of a new Partner and said Section 9.03 any reason, such part shall be severed from this Agreement, and the remaining portion of this Agreement shall remain valid according to the intent of the Partners hereto. Section 9.04 executed constitute one agreement that is binding on all of the Parties, notwithstanding that all of the Parties are not signatory to the original or to the same counterpart. ATTACHMENT 1 PARTNER CAPITAL CONTRIBUTIONS AND REQUIRED SERVICES TABLE 1??REQUIRED CAPITAL CONTRIBUTIONS ??Partner Name?? Total Initial Capital Contribution Cash Capital Contribution Non?cash Capital Contribution Joe $ 100$ 100none Bob $ 100$ 50 old telephone and copy machine TABLE 2??REQUIRED SERVICES OF PARTNERS ??Partner Name ?? Required Service TimeDescription of Services Joe Part?Time Think great thoughts Bob Part?Time Do all the stuff that Joe doesn't IN WITNESS WHEREOF, the undersigned Partners have duly executed this Partners Agreement as of the date first written above: PARTNER PARTNER ____________________________________________________________________ ______ Joe Bob (Note: This page is not to be attached to your General Partnership Agreement. INSTRUCTIONS REGARDING EXECUTION OF YOUR General Partnership Agreement A. All Partners must sign the agreement; however, it is not necessary that they sign it at the same time or even the same signature page. If Partners are located in different locations, they may sign a separate copy of the document. Thereafter, attach all original signature pages to an original of the agreement and provide signed copies for all Partners. B. We recommend that you consult your tax accountant or lawyer regarding the tax implications of conducting business as a partnership. C. Partners are personally liable for the debts and other liabilities of the partnership. Members of a Limited Liability Company and shareholders of a Corporation (as well as limited partners of a limited partnership generally are not liable for the debts or other liabilities of the business entity of which they are a member or shareholder. D. Although the vast majority of states to not require a partnership to register as a business entity with them, it will be necessary to register your partnership's name as a "trade name" or "fictitious name" with the proper state office (usually the Secretary of State. E. What if I decide to make changes to my document? We will keep your responses to the online questionnaire in our database for 60 days after the date of purchase. You may go to the User Administration section of our site to call up your form questionnaire and make changes??the URL is "user name" and "password" to re?enter the system. Once in the User Admi nistration area, click on the text link to your form questionnaire which is located on the upper?left of the page. Make the desired changes to your responses in the questionnaire and submit to create a revised document. If you have problems calling up your old data, email us at administrator@medlawplus.com. We do our best to give a prompt response to all inquiries, usually within a few hours. NOTE: Upon registration, our system emailed to you our record of your "user name" and "password". DISCLAIMER The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorne y?client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state. 11