合伙协议英文版(Partnership Agreement)

Partnership Agreement

This Partnership Agreement is made on [

Insert Date

] between [

Insert Name of Party 1

] and [

Insert Name of Party 2

].

1. Name and Business

The parties hereby form a partnership under the name of [

Insert Business Name

] to produce [

Insert Business

Product/Service

]. The principal office of the business shall be [

Insert Address

].

2. Term

The partnership shall begin on [

Insert Date

], and shall continue until terminated.

3. Capital

The capital of the partnership shall be contributed in cash by the partners as follows:



A separate capital account shall be maintained for each partner.



Neither partner shall withdraw any part of their capital account.



Upon the demand of either partner, the capital accounts of the partners shall be maintained at

all times in the proportions in which the partners share in the profits and losses of the

partnership.

4. Profit and Loss

The net profits of the partnership shall be divided equally between the partners and the net losses

shall be borne equally by them. A separate income account shall be maintained for each partner.

Partnership profits and losses shall be charged or credited to the separate income account of each

partner. If a partner has no credit balance in their income account, losses shall be charged to their

capital account.

5. Salaries and Withdrawals

Neither partner shall receive any salary for services rendered to the partnership. Each partner may,

from time to time, withdraw the credit balance in their income account.

6. Interest

No interest shall be paid on the initial contributions to the capital of the partnership or on any

subsequent contributions of capital.

7. Management Duties and Restrictions

The partners shall have equal rights in the management of the partnership business, and each

partner shall devote their entire time to the conduct of the business. Without the consent of the

other partner neither partner shall on behalf of the partnership borrow or lend money, or make,

deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or

lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the

partnership other than the type of property bought and sold in the regular course of its business.

8. Banking

All funds of the partnership shall be deposited in its name in such checking account or accounts as

shall be designated by the partners. All withdrawals therefrom are to be made upon checks signed

by either partner.

9. Books

The partnership books shall be maintained at the principal office of the partnership, and each

partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, and

shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing

date.

10. Voluntary Termination

The partnership may be dissolved at any time by agreement of the partners, in which event the

partners shall proceed with reasonable promptness to liquidate the business of the partnership. The

partnership name shall be sold with the other assets of the business. The assets of the partnership

business shall be used and distributed in the following order:

(a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and

obligations;

(b) to equalize the income accounts of the partners;

(c) to discharge the balance of the income accounts of the partners;

(d) to equalize the capital accounts of the partners; and

(e) to discharge the balance of the capital accounts of the partners.

11. Death

Upon the death of either partner, the surviving partner shall have the right either to purchase the

interest of the decedent in the partnership or to terminate and liquidate the partnership business. If

the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of

such election, within three months after the death of the decedent, upon the executor or

administrator of the decedent, or, if at the time of such election no legal representative has been

appointed, upon any one of the known legal heirs of the decedent at the last-known address of such

heir.

(a) If the surviving partner elects to purchase the interest of the decedent in the partnership, the

purchase price shall be equal to the decedent's capital account as at the date of their death plus

the decedent's income account as at the end of the prior fiscal year, increased by their share of

partnership profits or decreased by their share of partnership losses for the period from the

beginning of the fiscal year in which their death occurred until the end of the calendar month

in which their death occurred, and decreased by withdrawals charged to their income account

during such period. No allowance shall be made for goodwill, trade name, patents, or other

intangible assets, except as those assets have been reflected on the partnership books

immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use

the trade name of the partnership.

(b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the

assets of the partnership business shall be the same as stated in paragraph 10 with reference to

voluntary termination.

12. Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be

settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration

Association, and judgment upon the award rendered may be entered in any court having

jurisdiction thereof. In witness whereof the parties have signed this Agreement.

Executed this ______________ day of _________________, [

Insert Year

] in [

Insert City, State

].

________________________

Signature of Party 1

________________________

Signature of Party 2