Business Partnership Agreement (US)
General business partnership agreement for US jurisdictions with comprehensive governance and tax provisions
BUSINESS PARTNERSHIP AGREEMENT
This Business Partnership Agreement (this "Agreement") is made and entered into on [effective date] (the "Effective Date") by and among:
(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 additional persons admitted as partners and listed in Exhibit A (Key Commercial Terms),
each individually a "Partner" and collectively the "Partners".
RECITALS
WHEREAS, the Partners wish to associate as co-owners to carry on the business described in Section 3 for profit, and to govern that association by a written agreement;
WHEREAS, the Partners intend to form a general partnership under the laws of [governing law state] and to be classified as a partnership for US federal income tax purposes under Subchapter K of the Internal Revenue Code; and
WHEREAS, the Partners wish to set out their respective contributions, ownership interests, profit shares, management rights, and obligations in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear.
(a) "Affiliate" means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person.
(b) "Capital Account" means the capital account maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
(c) "Confidential Information" has the meaning given in Section 9.1.
(d) "Governing Law State" means [governing law state], as identified in Exhibit A.
(e) "Major Decision" has the meaning given in Section 7.3.
(f) "Partnership" means the general partnership formed under this Agreement and operating under the name [partnership name].
(g) "Partnership Interest" means a Partner's entire economic and management interest in the Partnership, including its share of profits, losses, capital, and voting rights.
(h) "Work Product" has the meaning given in Section 10.1.
2. FORMATION, NAME, TERM, AND PLACE OF BUSINESS
2.1 Formation. The Partners form a general partnership under the laws of the Governing Law State, effective as of the Effective Date. The Partnership is intended to be a partnership for all purposes, including for US federal and state income tax purposes.
2.2 Name. The Partnership will operate under the name [partnership name], or any other name the Partners agree in writing.
2.3 Principal Place of Business. The Partnership's principal place of business is [principal address of the partnership], or another address the Partners agree in writing.
2.4 Term. The Partnership begins on the Effective Date and continues until terminated under Section 13.
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This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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