Delaware Sample Basic Partnership Agreement

• Category: Partnerships - Contracts
• State: Multi-State
• Control #: US-0766-WG
• Format: Word; Rich Text

Description

This form is an agreement between partners where each partner has an agreed percentage of ownership in return for an investment of a certain amount of money, assets and/or effort. Each partner is responsible for all the debts and contracts of the partnership even though another partner may have created the debt or entered into the contract. General partners share in management decisions, and share in profits and losses according to the percentage of the total investment.

A Delaware Sample Basic Partnership Agreement is a legally binding document that outlines the agreement between two or more individuals or entities who wish to establish a partnership in Delaware. This partnership can be formed for various purposes, such as starting and managing a business, investing, or collaborating on a specific project. The agreement typically begins with a clear statement of the partnership's name, the names and addresses of the partners, and the date of its formation. It also includes a statement of the partnership's purpose or objectives, defining the nature of the partnership's activities. This section can mention if it is a general partnership, limited partnership, or limited liability partnership (LLP). In a general partnership, all partners have equal rights and responsibilities, and they share both the profits and the losses of the business. Each partner's liability is typically unlimited, making them personally responsible for all partnership debts and obligations. A limited partnership, on the other hand, consists of two categories of partners — general partners and limited partners. General partners have the authority to manage the business and are personally liable for partnership debts. Limited partners, on the other hand, contribute capital but have limited involvement in management, and their liability is usually limited to the amount of their investment. A limited liability partnership (LLP) can be formed by professionals, such as lawyers or accountants, who wish to have some personal liability protection while still maintaining the benefits of a partnership. In an LLP, partners are generally not personally liable for the malpractice or negligence of other partners. The agreement also includes provisions related to capital contributions, profit sharing, and losses. It outlines the partners' respective obligations and contributions to the partnership, including the initial contributions and any additional capital investments. Moreover, it specifies the ratio or percentage in which the profits and losses will be shared among the partners. The agreement addresses management and decision-making within the partnership, stating how decisions will be made and whether certain partners have specific authority or veto power. It also includes provisions for admitting new partners, withdrawing partners, or dissolving the partnership altogether. Furthermore, the agreement may address the procedures for resolving disputes, including mediation or arbitration clauses. It may also include provisions related to the protection of intellectual property, non-compete agreements, and confidentiality. A Delaware Sample Basic Partnership Agreement must comply with the laws and regulations of the state. By using this sample agreement as a foundation, partners can tailor it to their specific needs and requirements while ensuring compliance with Delaware law. In summary, a Delaware Sample Basic Partnership Agreement is a comprehensive legal document that outlines the terms, conditions, and responsibilities of partners in a partnership. It provides a framework for the partnership's operation and serves as a reference point in case of any disputes or issues that may arise during the partnership's existence.