[{"data":1,"prerenderedAt":462},["ShallowReactive",2],{"document-checklist-partnership-agreement-D1233":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":461},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CHECKLIST partnership agreement 1. Name of Partnership 2. Names of Partners, Contribution to Capital and Distribution of Profit 3. Description of Business 4. Commencement Date 5. Term of Partnership (if any) 6. Place of Business (if any) 7. Fiscal Year End 8. Accounting/Valuation Principles (seek professional advice) 9",null,"Checklist Partnership Agreement","2",27,"doc","https://templates.business-in-a-box.com/imgs/1000px/checklist_partnership-agreement-D1233.png","https://templates.business-in-a-box.com/imgs/250px/1233.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1233.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","checklist partnership agreement","Checklist Partnership Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1233.png","https://templates.business-in-a-box.com/imgs/600px/1233.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,134,151,166],{"label":40,"url":41,"thumb":42,"extension":10},"Checklist Drafting Joint Promotion Agreements","/template/checklist-drafting-joint-promotion-agreements-D5216","https://templates.business-in-a-box.com/imgs/250px/5216.png",{"label":44,"url":45,"thumb":46,"extension":10},"Partnership Agreement","/template/partnership-agreement-D12551","https://templates.business-in-a-box.com/imgs/250px/12551.png",{"label":48,"url":49,"thumb":50,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":52,"url":53,"thumb":54,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":56,"url":57,"thumb":58,"extension":10},"Partnership Buyout Agreement","/template/partnership-buyout-agreement-D12708","https://templates.business-in-a-box.com/imgs/250px/12708.png",{"label":60,"url":61,"thumb":62,"extension":10},"Business Partnership Checklist","/template/business-partnership-checklist-D12962","https://templates.business-in-a-box.com/imgs/250px/12962.png",{"label":64,"url":65,"thumb":66,"extension":10},"MOU Strategic Partnership Agreement","/template/mou-strategic-partnership-agreement-D12872","https://templates.business-in-a-box.com/imgs/250px/12872.png",{"label":68,"url":69,"thumb":70,"extension":10},"Active Real Estate Partnership Agreement","/template/active-real-estate-partnership-agreement-D13216","https://templates.business-in-a-box.com/imgs/250px/13216.png",{"label":72,"url":73,"thumb":74,"extension":10},"Passive Real Estate Partnership Agreement","/template/passive-real-estate-partnership-agreement-D13232","https://templates.business-in-a-box.com/imgs/250px/13232.png",{"label":76,"url":77,"thumb":78,"extension":10},"Limited Partnership Agreement","/template/limited-partnership-agreement-D891","https://templates.business-in-a-box.com/imgs/250px/891.png",{"label":80,"url":81,"thumb":82,"extension":10},"Partnership Dissolution Agreement","/template/partnership-dissolution-agreement-D901","https://templates.business-in-a-box.com/imgs/250px/901.png",{"label":84,"url":85,"thumb":86,"extension":10},"Restaurant Partnership Agreement","/template/restaurant-partnership-agreement-D14050","https://templates.business-in-a-box.com/imgs/250px/14050.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Incorporation Agreements","incorporation-agreement","llc operating agreement","/template/llc-operating-agreement-D5209",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":116,"url":117},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[114,115],{"label":33,"url":98},{"label":33,"url":98},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":133},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":127,"description":6},"non disclosure agreement nda",[129,130],{"label":33,"url":98},{"label":131,"url":132},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":122,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":150},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":142,"description":6},"buy sell agreement",[144,147],{"label":145,"url":146},"Finance & Accounting","finance-accounting",{"label":148,"url":149},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":164,"url":165},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[161],{"label":162,"url":163},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":122,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"keywords":174,"url":178},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":174,"description":6},"shareholders agreement",[176,177],{"label":33,"url":98},{"label":100,"url":101},"/template/shareholders-agreement-D1016",false,{"seo":181,"reviewer":193,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":224,"glossary":245,"fields":273,"how_to_fill":319,"common_mistakes":355,"faqs":372,"industries":397,"comparisons":414,"diy_vs_pro":427,"related_template_ids_curated":440,"schema":448,"classification":450},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Checklist Partnership Agreement Template (Free Word)","Free checklist partnership agreement template to verify all key terms before signing. Covers roles, contributions, profit sharing, and exit terms. Free Word and PDF download.","checklist partnership agreement template",[186,187,188,189,190,191,192],"partnership agreement checklist","business partnership checklist template","partnership agreement review checklist","partnership checklist word","free partnership agreement checklist","partnership agreement template download","business partner agreement checklist",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":179,"signature_required":179},"easy",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Checklist Partnership Agreement is a structured verification form that ensures every critical term has been addressed before two or more parties sign a formal partnership agreement. This free Word download walks you through each section — contributions, roles, profit splits, decision-making, and exit terms — so nothing is overlooked at signing.\n","Use it before executing any general or limited partnership agreement, when onboarding a new business partner, or when reviewing an existing agreement for completeness during a dispute or renegotiation.\n","Structured checklist fields covering party identification, capital contributions, profit and loss allocation, management authority, decision-making thresholds, dispute resolution, and dissolution terms — each with a yes/no confirmation and a notes column for flagged gaps.\n",[204,208,212,216,220],{"title":205,"use_case":206,"icon_asset_id":207},"Small business co-founders","Confirming every term is covered before signing a partnership deed","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Business attorneys and paralegals","Running a pre-execution review of a client's draft partnership agreement","persona-attorney",{"title":213,"use_case":214,"icon_asset_id":215},"Startup founders","Verifying partner roles and equity splits are documented before launch","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Accountants and bookkeepers","Checking that profit allocation and tax reporting obligations are specified","persona-accountant",{"title":221,"use_case":222,"icon_asset_id":223},"Operations managers","Auditing an existing partnership agreement for missing operational clauses","persona-operations-director",[225,229,232,236,239,242],{"situation":226,"recommended_template":227,"slug":228},"Two partners splitting a business equally with shared management","General Partnership Agreement","partnership-agreement-D12551",{"situation":230,"recommended_template":76,"slug":231},"One investor partner and one operating partner with separate liability","limited-partnership-agreement-D891",{"situation":233,"recommended_template":234,"slug":235},"Reviewing a joint venture rather than an ongoing partnership","Joint Venture Agreement Checklist","joint-venture-agreement-D889",{"situation":237,"recommended_template":238,"slug":231},"Formalizing a partnership between two existing LLCs","LLC Partnership Agreement",{"situation":240,"recommended_template":80,"slug":241},"Ending or winding down an existing partnership","partnership-dissolution-agreement-D901",{"situation":243,"recommended_template":244,"slug":228},"Adding a new partner to an existing business","Partnership Amendment Agreement",[246,249,252,255,258,261,264,267,270],{"term":247,"definition":248},"General Partnership","A business structure where all partners share management authority and unlimited personal liability for the business's debts.",{"term":250,"definition":251},"Limited Partnership","A structure with at least one general partner who manages the business and bears full liability, and one or more limited partners whose liability is capped at their contribution.",{"term":253,"definition":254},"Capital Contribution","The cash, assets, or services a partner commits to the partnership at formation or over time.",{"term":256,"definition":257},"Profit and Loss Allocation","The agreed percentage or formula determining how net income and losses are divided among partners.",{"term":259,"definition":260},"Managing Partner","The partner designated with day-to-day operational authority to make binding decisions on behalf of the partnership.",{"term":262,"definition":263},"Fiduciary Duty","The legal obligation each partner owes to act in the best interests of the partnership rather than their own competing interests.",{"term":265,"definition":266},"Buy-Sell Provision","A clause specifying how a departing partner's interest is valued and purchased by the remaining partners.",{"term":268,"definition":269},"Dissolution","The formal winding down of a partnership, including settling debts, liquidating assets, and distributing any remaining proceeds.",{"term":271,"definition":272},"Right of First Refusal","A clause giving existing partners the first opportunity to purchase a departing partner's interest before it is offered to outside parties.",[274,279,284,289,294,299,304,309,314],{"name":275,"plain_english":276,"sample_language":277,"common_mistake":278},"Party identification","Full legal names and addresses of all partners, their entity types if applicable, and the partnership's registered name.","Partner 1: [FULL LEGAL NAME], [ADDRESS] | Partner 2: [FULL LEGAL NAME], [ADDRESS] | Partnership Name: [PARTNERSHIP NAME] — Confirmed: Yes / No / Notes: [NOTES]","Using a trade name instead of each partner's legal name — this creates ambiguity about which party is bound by the agreement.",{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Capital contributions","Each partner's committed contribution — cash amount, asset description and value, or services — and the timeline for delivery.","Partner 1 contribution: $[AMOUNT] cash by [DATE] | Partner 2 contribution: [ASSET DESCRIPTION] valued at $[AMOUNT] — Confirmed: Yes / No / Notes: [NOTES]","Listing contributions without a delivery date, leaving partners with no recourse if a co-partner delays their commitment.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Profit and loss allocation","The exact percentage each partner receives from net profits and absorbs from net losses, and whether allocation matches ownership percentage.","Partner 1: [X]% profit / [X]% loss | Partner 2: [X]% profit / [X]% loss | Allocation matches ownership: Yes / No — Confirmed: Yes / No / Notes: [NOTES]","Setting profit allocation without specifying loss allocation — courts often apply profit percentages to losses by default, which may not reflect the partners' intent.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Management authority and roles","Which partner holds managing-partner status, each partner's defined responsibilities, and any authority limits on unilateral decisions.","Managing Partner: [NAME] | Responsibilities: [ROLE SUMMARY] | Unilateral spending limit: $[AMOUNT] — Confirmed: Yes / No / Notes: [NOTES]","Leaving management authority undefined, which causes disputes when one partner makes a major commitment the other did not approve.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Decision-making thresholds","The vote percentage required for ordinary decisions versus major decisions such as taking on debt, adding a partner, or selling assets.","Ordinary decisions: [MAJORITY / UNANIMOUS] | Major decisions (debt over $[X], new partners, asset sales): [UNANIMOUS / X% majority] — Confirmed: Yes / No / Notes: [NOTES]","Requiring unanimous consent for all decisions — with two equal partners, this creates deadlock on even routine operational matters.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Partner compensation and draws","Whether partners receive a salary or management fee in addition to their profit share, and the frequency and process for taking draws.","Partner salary: [NAME] receives $[AMOUNT]/month | Draw policy: draws permitted after [DATE] when cash reserve exceeds $[AMOUNT] — Confirmed: Yes / No / Notes: [NOTES]","Not distinguishing between a partner draw and a guaranteed payment — the two have different tax treatments that affect each partner's Schedule K-1.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Dispute resolution","The agreed process for resolving disagreements — negotiation first, then mediation, then arbitration or litigation — and the governing jurisdiction.","Step 1: Good-faith negotiation ([X] days) | Step 2: Mediation with [PROVIDER] | Step 3: Binding arbitration in [CITY, STATE] — Confirmed: Yes / No / Notes: [NOTES]","Specifying arbitration without naming a provider or seat — this forces partners to negotiate procedure during the dispute itself, adding cost and delay.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Buy-sell and exit terms","How a partner's interest is valued upon departure, whether remaining partners have a right of first refusal, and the payment timeline.","Valuation method: [FORMULA / INDEPENDENT APPRAISER] | Right of first refusal: [X] days | Payment: [LUMP SUM / INSTALLMENTS over X months] — Confirmed: Yes / No / Notes: [NOTES]","Omitting a valuation method entirely — without one, a departing partner and remaining partners almost always disagree on price, turning a routine exit into litigation.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Dissolution and wind-down procedure","The conditions that trigger dissolution, the order in which debts and partner contributions are repaid, and who manages the wind-down.","Dissolution triggers: [UNANIMOUS VOTE / PARTNER DEATH / BREACH] | Wind-down manager: [NAME] | Distribution order: debts first, then capital accounts, then residual by ownership % — Confirmed: Yes / No / Notes: [NOTES]","No specified distribution order on dissolution — without one, partners assume their capital contributions are returned before profit sharing, which may not be legally correct in every jurisdiction.",[320,325,330,335,340,345,350],{"step":321,"title":322,"description":323,"tip":324},1,"Gather the draft partnership agreement","Obtain the most current version of the partnership agreement all parties are reviewing. Confirm it is the same version for everyone before starting the checklist.","Note the document version number and date at the top of the checklist so there is no confusion if the agreement is revised after review.",{"step":326,"title":327,"description":328,"tip":329},2,"Enter all partner names and the partnership name","Fill in the legal name, address, and entity type (individual, LLC, corporation) for every partner and the registered partnership name in the party identification field.","Cross-check each partner's name against a government ID or corporate registry filing — mismatched names are the most common source of agreement ambiguity.",{"step":331,"title":332,"description":333,"tip":334},3,"Confirm capital contributions with amounts and dates","Review the contributions section of the agreement and enter each partner's committed amount, asset description or service, and the delivery deadline in the checklist field.","If a contribution is in assets rather than cash, confirm a third-party valuation exists — verbal estimates routinely cause post-signing disputes.",{"step":336,"title":337,"description":338,"tip":339},4,"Verify profit, loss, and draw terms","Check that profit allocation percentages total 100%, loss allocation is separately specified, and partner draw policies are documented with cash-reserve conditions.","A partnership CPA can confirm in 30 minutes whether the allocation structure creates unintended tax consequences for any partner.",{"step":341,"title":342,"description":343,"tip":344},5,"Review management authority and spending limits","Confirm the managing partner is named, each partner's role is described, and a dollar threshold exists above which both partners must agree before committing funds.","A $5,000–$10,000 unilateral spending limit is common for equal two-partner businesses — adjust to the partnership's typical transaction size.",{"step":346,"title":347,"description":348,"tip":349},6,"Check dispute resolution and exit provisions","Verify that a multi-step dispute resolution process is in place, a buy-sell valuation method is named, and the dissolution trigger conditions and distribution order are explicit.","If any of these three fields are blank in the agreement, flag them as critical gaps before signing — these are the clauses most frequently litigated.",{"step":351,"title":352,"description":353,"tip":354},7,"Mark each field confirmed or flag for revision","For each checklist item, mark Yes if the agreement covers it completely, No if it is missing, and add a note identifying the specific gap or the page reference where the clause appears.","Send the completed checklist back to all partners before finalizing the agreement — shared visibility on gaps speeds up the revision cycle.",[356,360,364,368],{"mistake":357,"why_it_matters":358,"fix":359},"Skipping the checklist because the agreement looks complete","Agreements that look complete on a quick read routinely omit buy-sell valuation methods or loss allocation terms — gaps that trigger costly disputes years later.","Complete every checklist field against the actual agreement text, not from memory. One missed field identified now costs nothing to fix; the same gap costs thousands to litigate.",{"mistake":361,"why_it_matters":362,"fix":363},"Marking fields confirmed without reading the corresponding clause","Checking Yes without locating the actual clause in the agreement gives false confidence and defeats the checklist's purpose.","Enter the page number or section reference next to each confirmed field so any reviewer can verify the source in under 30 seconds.",{"mistake":365,"why_it_matters":366,"fix":367},"Not completing the notes column for flagged gaps","A field marked No without a note leaves partners uncertain whether the gap is a drafting oversight or an intentional omission.","Write a one-sentence description of the gap and whether it needs to be added to the agreement, addressed in a side letter, or is intentionally left silent.",{"mistake":369,"why_it_matters":370,"fix":371},"Using the checklist after the agreement is already signed","Identifying gaps post-execution requires a formal amendment, which both partners must agree to — often reopening negotiation at the worst possible time.","Treat the checklist as a pre-signature step in every partnership formation workflow, not a post-mortem review tool.",[373,376,379,382,385,388,391,394],{"question":374,"answer":375},"What is a checklist partnership agreement?","A checklist partnership agreement is a structured verification form used to confirm that a draft or executed partnership agreement covers every essential term before the parties sign. It walks through key areas — capital contributions, profit allocation, management authority, dispute resolution, and exit terms — and records whether each is addressed, missing, or needs revision. It is not the agreement itself; it is the quality-control step before you sign one.\n",{"question":377,"answer":378},"When should I use a partnership agreement checklist?","Use it before signing any new general or limited partnership agreement, when adding a partner to an existing business, or when reviewing an existing agreement during a dispute or renegotiation. It is most valuable in the 24–48 hours before execution, when there is still time to correct gaps without renegotiating from scratch.\n",{"question":380,"answer":381},"Does completing this checklist replace a partnership agreement?","No. The checklist verifies that a partnership agreement is complete — it does not substitute for one. You still need a signed partnership agreement as the binding legal document. The checklist is the pre-flight review that ensures the agreement you are about to sign actually covers what the parties discussed and agreed.\n",{"question":383,"answer":384},"What are the most commonly missed clauses in a partnership agreement?","The four most frequently omitted items are a buy-sell valuation method, a specified loss allocation percentage, a dissolution distribution order, and a multi-step dispute resolution process. Each of these looks minor at formation and becomes critically important at exit or during a disagreement — which is exactly why a checklist review catches them early.\n",{"question":386,"answer":387},"Do I need a lawyer to use this checklist?","No — the checklist is designed for partners to complete together before they consult a lawyer, or for a lawyer to use during a client review. For straightforward two-partner businesses, completing the checklist and then having a business attorney spend one hour reviewing the flagged gaps is a cost-effective alternative to full custom drafting.\n",{"question":389,"answer":390},"Can this checklist be used for an existing partnership agreement?","Yes. Run the checklist against any existing agreement to identify clauses that were never included. Once you identify the gaps, you can address them through a formal partnership amendment. Reviewing an existing agreement is especially useful after a significant change in the business — a new product line, a new partner joining, or a change in profit-sharing terms.\n",{"question":392,"answer":393},"How is a partnership agreement different from an LLC operating agreement?","A partnership agreement governs a general or limited partnership — a structure where at least one partner has unlimited personal liability. An LLC operating agreement governs a limited liability company, where all members have liability protection capped at their investment. If the business is registered as an LLC, you need an operating agreement, not a partnership agreement; this checklist covers the partnership structure.\n",{"question":395,"answer":396},"What happens if a partnership agreement is missing a buy-sell clause?","Without a buy-sell clause, a departing partner and the remaining partners have no agreed method for valuing or transferring the departing partner's interest. This almost always results in a dispute over price and payment terms. In some jurisdictions, a partner can force dissolution of the entire partnership if no transfer mechanism exists — an outcome that harms all parties.\n",[398,402,406,410],{"industry":399,"icon_asset_id":400,"specifics":401},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting partnerships use the checklist to verify non-compete, client non-solicitation, and goodwill valuation clauses before admitting or exiting partners.",{"industry":403,"icon_asset_id":404,"specifics":405},"Real Estate","industry-real-estate","Real estate joint ventures and property partnerships require checklist verification of capital call procedures, preferred return thresholds, and asset sale consent requirements.",{"industry":407,"icon_asset_id":408,"specifics":409},"Retail and Food Service","industry-retail","Co-owned retail stores and restaurant partnerships prioritize management role clarity and draw policy verification to prevent day-to-day operational disputes.",{"industry":411,"icon_asset_id":412,"specifics":413},"Construction and Trades","industry-construction","Contractor partnerships need confirmed contribution timelines and equipment valuation methods, as delayed capital commitments directly stall project bids.",[415,418,421,424],{"vs":227,"vs_template_id":416,"summary":417},"partnership-agreement-D220","A general partnership agreement is the binding legal document that governs the partnership. The checklist is the pre-signature verification form that confirms the agreement is complete. You need both — the checklist first to catch gaps, then the signed agreement to create enforceable obligations.",{"vs":89,"vs_template_id":419,"summary":420},"llc-operating-agreement-D12833","An LLC operating agreement governs a limited liability company and provides personal liability protection to all members. A partnership agreement governs a general or limited partnership without that same protection for general partners. If the business is registered as an LLC, use the operating agreement checklist instead.",{"vs":106,"vs_template_id":422,"summary":423},"joint-venture-agreement-D225","A joint venture agreement governs a specific, time-limited project between two parties who otherwise remain independent. A partnership agreement governs an ongoing business relationship with shared profits and losses indefinitely. Use the joint venture form when the collaboration has a defined end date or single objective.",{"vs":244,"vs_template_id":425,"summary":426},"partnership-dissolution-agreement-D13249","A partnership amendment modifies specific terms of an existing agreement — adding a partner, changing profit splits, or updating management roles. The checklist is used before the original agreement is signed or alongside an amendment review to confirm no new gaps were introduced by the change.",{"use_template":428,"template_plus_review":432,"custom_drafted":436},{"best_for":429,"cost":430,"time":431},"Partners completing a pre-signature review of a standard two- or three-partner agreement","Free","30–60 minutes",{"best_for":433,"cost":434,"time":435},"Partnerships with unequal contributions, complex profit tiers, or multiple partners","$150–$400 (one-hour attorney or accountant review of flagged gaps)","1–2 days",{"best_for":437,"cost":438,"time":439},"High-value partnerships, regulated industries, or agreements with significant IP or real estate assets","$1,000–$3,500 (attorney-drafted partnership agreement with full review)","1–2 weeks",[228,231,231,441,235,241,442,443,444,445,446,447],"llc-operating-agreement-D5209","non-disclosure-agreement-nda-D12692","buy-sell-agreement-D12611","independent-contractor-agreement-D160","shareholders-agreement-D1016","business-plan-canvas-(one-page)-D12527","service-agreement-D12711",{"emit_how_to":449,"emit_defined_term":449},true,{"primary_folder":98,"secondary_folder":451,"document_type":452,"industry":453,"business_stage":454,"tags":455,"confidence":460},"partnerships-and-joint-ventures","checklist","general","all-stages",[456,457,452,458,459],"partnership","agreement","legal","contract",0.92,"\u003Ch2>What is a Checklist Partnership Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Checklist Partnership Agreement\u003C/strong> is a structured verification form that walks partners through every essential term of a partnership agreement before anyone signs. It covers party identification, capital contributions, profit and loss allocation, management authority, decision-making thresholds, dispute resolution, and exit and dissolution terms — recording whether each item is confirmed, missing, or flagged for revision. Unlike the partnership agreement itself, the checklist is not a binding document; it is the quality-control step that ensures the agreement you are about to execute actually reflects what all parties discussed and agreed.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Partnership agreements that look complete on a quick read routinely omit a buy-sell valuation method, a loss allocation percentage, or a dissolution distribution order — gaps that cause no friction at formation and trigger expensive disputes at exit. Without a systematic pre-signature review, partners sign agreements with silent clauses that courts will later fill using jurisdiction-specific defaults, often in ways no party intended. This checklist prevents that outcome by making gaps visible while there is still time to fix them at zero cost. For small business co-founders, attorneys, and accountants who regularly form partnerships, it turns an inconsistent manual review into a repeatable, documented process that protects every party before the ink is dry.\u003C/p>\n",1781185935761]