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Joint Partnership
Agreement

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Prepared by:
[First Partner Company]


Prepared for:
[Second Partner Company]

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Joint Partnership Agreement

This Joint Partnership Agreement (hereinafter referred to as the "Agreement") is entered into effective on [Effective Date] (hereinafter referred to as the "Effective Date"),

By and Between 

[First Partner Company] (hereinafter referred to as the "First Partner") a corporation organized and existing under the laws of [State] with its head office located at [Address] and;

[Second Partner Company] (hereinafter referred to as the "Second Partner") an individual with its address located at or a corporation organized and existing under the laws of [State] with its head office located at [Address]

The First Partner and the Second Partner are collectively referred to as the "Partners" and "Partner" individually.

WHEREAS [First Partner Comany] is in the business of [Business Description],

AND WHEREAS [Second Partner Company] is in the business of [Business Description],

AND WHEREAS, the Partners desire to establish a joint partnership (hereinafter referred to as the "Joint Partnership") between them in order to collaborate in [Joint Partnership Description].

NOW, THEREFORE, in consideration of the mutual covenants and commitments contained herein, the Partners agree as follows:

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Terms and Conditions

1. Formation

The Joint Partnership shall do the business under the name [Joint Partnership Name] (hereinafter referred to as the "Company") and shall have its principal place of business at [Office Address].

2. Purpose

The Partners have shown an interest in establishing a Joint Partnership for the purpose of [Purpose of Joint Partnership].

3. Term

This Agreement shall commence on the Effective Date and shall continue for an effective period of [Number of Years] unless terminated early or extended by mutual written consent between the Partners or by the provisions of this Agreement.

4. Contribution

The total capital of the Joint Partnership shall be $[0.00] (hereinafter referred to as the "Capital") where the First Partner shall contribute $[0.00] and the Second Partner shall contribute $[0.00].

The Capital funds are to be deposited in a special account at [Bank] of [City] and are to be deposited by the [Due Date], upon the signatures of the representatives of the PARTNERS.

5. Management

The Joint Partnership shall be managed by [mention the name of Partnership Managers chosen by both companies], (hereinafter referred to as the "Partnership Manager"). The Partnership Manager, on behalf of the Joint Partnership, shall have full, exclusive, and absolute right and power to:

Acquire, purchase, improve, and own any property for the best interests of the Company
Borrow money, issue evidence, refinance, increase the amount or change the terms for the payment of any obligations of the Partnership and secure such deed of trust, pledge on the Partnership assets;
File applications, communicate and deal with any government agencies having jurisdiction over the Joint Partnership business;

6. Division of Profits and Losses

The net profits earned by the joint partnership, calculated at the end of each fiscal year, shall be divided among the parties as follows:
First Partner shall receive [0.00]% of the Profit.
Second Partner shall receive [0.00]% of the Profit.
No other remuneration shall be received by the Partners from the joint partnership. The net profits will be calculated by first deducting all operating expenses from the gross income of the joint partnership.

The Partners shall bear any net loss sustained by the Partnership in any fiscal year as follows:
First Partner shall bear [0.00]% of the Loss
Second Partner shall bear [0.00]% of the Loss

7. Accounting and Records

The Company's records and accounts of operations and expenditures shall be maintained and recorded, at the principal office of the Company,

8. Termination

Either Partners shall have the right to terminate this Agreement, effective as of the end of the Initial Term, by providing the other with written notice of termination at least [number of days] days prior to the end of such Initial Term. Neither Partner shall have the right to terminate this Agreement at any other time unless such termination is mutually agreed to by the Partners hereto. The Joint Partnership shall terminate upon termination of this Agreement.

9. Confidentiality

Both partners acknowledge that the information shared with them is confidential and proprietary in nature, and shall not be disclosed during the duration or after the effective term of this Agreement. 

Upon expiration or termination of this Agreement, each partner shall return any confidential information to the other partner.

10. Representation and Warranties

Each partner represents and warrants that it has the required power and authority to enter into this Agreement. Each partner further warrants that it has duly executed this Agreement, and this Agreement constitutes its legal and binding obligation enforceable in accordance with the terms and conditions contained herein.

11. Indemnification

Each Partner indemnifies and holds the other Partner and its authorized persons harmless from and against all losses suffered or incurred by them arising out of or in connection with this Joint Partnership Agreement.

12. Limitation of Liability

The liability of the Partners under all the circumstances shall be according to and limited to the pre-determined proportion as agreed by the Partners and reflected in the Capital position through their contributions. The Partners cannot be held personally liable for any claim, damages, cost, loss, or any kind of liability arising in and out of this Agreement, exceeding their contributions, assets, and holdings in this Company. Any such further liability shall be recovered from the Company assets only.

13. Arbitration 

In the event of any dispute arising in and out of this Agreement between the Partners, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Partner Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Partners.

14. Miscellaneous

Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
Notice: Any notice that is required by this Agreement shall be in writing and shall be given to the appropriate Partner by personal delivery or certified mail, postage prepaid, or any such delivery service provided.
Governing Law: This Joint Partnership Agreement shall be governed by and construed in accordance with the laws of the [State] without regard to conflict of law principles. If the disputes under this Agreement are not resolved by Arbitration, the disputes shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein and the Partners all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Entire Agreement: This Agreement contains the complete understanding of the Partners and supersedes all prior agreements and understandings between the Partners. This Agreement may not be modified, altered, or waived except by writing and signed by both Partners hereto.
Force Majeure: Neither of the Partners shall be liable for any failure in performance of any obligation under this Agreement due to causes beyond that Partner's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority and other acts of God) during the pendency of such event.

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Acceptance and Signature

IN WITNESS THEREOF, the Partners hereby agree to and have executed this Joint Partnership Agreement on the date and year first mentioned above. 

[First Partner Company]

[Second Partner Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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