This partnership agreement can be used to draft for establishing a general partnership for four parties under the law of a specified jurisdiction. This agreement is drafted to impose neutral obligations on the parties.
This agreement provides a basic partnership framework only.
If a Partner (the Defaulting Partner) commits an Event of Default, then other Partners may serve a notice (Purchase Notice) requiring the Defaulting Partner to sell its Partnership Interest to that other Partner. The price at which the Partnership Interest of the Defaulting Partner shall be sold under this clause 15 is to be negotiated between the Partners. If they fail to agree, it shall be the fair value of the Partnership Interest as determined by an independent firm of chartered accountants appointed by the Partners, taking into account all factors it considers relevant. An independent firm shall act as experts (and not as arbitrators) and its decision shall be final and bind the Partners.
If an Event of Default occurs in relation to a Partner, then (irrespective of whether or not a Purchase Notice is served on the Defaulting Partner) the Directors appointed by the Defaulting Partner shall, for as long as the Event of Default exists, cease to be entitled to vote at any meeting of the Partnership Board and the approval of those Directors shall no longer be required under clause 7.12 and no such Directors appointed by the Defaulting Partner shall be required for the purposes of a quorum.
This document should be carefully read by the Partners in the proposed partnership.
Partners who wish to establish the partnership should complete their personal and business information as much as they could.
Please provide the territory/jurisdiction where the partnership will be formed, the name of the partnership, and the purpose of the business of the partnership in creating this agreement. The initial capital contribution from each partner and property and assets initially owned by the partnership should also be indicated.
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Please get all parties to review the document carefully and make any final modifications to ensure that the details are correct before signing the document. Each party should have a copy of the executed document.