Business Partnership Agreement (UK) by Open Contract Standards

BUSINESS PARTNERSHIP AGREEMENT

(England and Wales - General Partnership under the Partnership Act 1890)

This Business Partnership Agreement (this "Agreement") is made on [effective date] (the "Effective Date") between:

(a) [legal name of partner 1], an individual residing at [address of partner 1];

(b) [legal name of partner 2], an individual residing at [address of partner 2]; and

(c) any further person admitted as a partner and listed in Schedule 1 (Key Commercial Terms),

each individually a "Partner" and together the "Partners".

BACKGROUND

(A) The Partners wish to associate as co-owners to carry on the business described in Clause 3 in common with a view of profit, and to govern that association in writing on the terms of this Agreement.

(B) The Partners intend to form a general partnership governed by the Partnership Act 1890 and the laws of England and Wales, and to be treated as a partnership for the purposes of UK income tax (Part 9 of the Income Tax (Trading and Other Income) Act 2005, "ITTOIA 2005") and capital gains tax.

(C) The Partners wish to record their respective contributions, profit shares, management rights, and obligations in this Agreement.

It is agreed:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.

(a) "Business" means the business described in Clause 3 and any further business activities the Partners agree in writing to carry on under this Agreement.

(b) "Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales when banks in London are open for business.

(c) "Capital Account" means the account maintained for each Partner under Clause 4.6 recording that Partner's contributions to and withdrawals of capital.

(d) "Confidential Information" has the meaning given in Clause 9.1.

(e) "Current Account" means the account maintained for each Partner under Clause 4.7 recording that Partner's allocated profits, drawings, and other current entries.

(f) "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any legislation replacing or supplementing them.

(g) "Goodwill" means the goodwill of the Business, including customer relationships, reputation and other intangible value attaching to the Business.

(h) "Major Decision" has the meaning given in Clause 7.3.

(i) "Partnership" means the general partnership formed under this Agreement and operating under the name [partnership name].

(j) "Partnership Act" means the Partnership Act 1890.

(k) "Partnership Property" means all property, rights, and interests treated as partnership property under section 20 of the Partnership Act, including all property contributed to or acquired by the Partnership for the purposes of the Business.

(l) "Partnership Share" means a Partner's interest in the Partnership, including that Partner's share of capital, profits, losses, and voting rights.

(m) "Outgoing Partner" has the meaning given in Clause 12.4.

(n) "Work Product" has the meaning given in Clause 10.1.

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