PARTNERSHIP
AGREEMENT
KNOW
ALL MEN BY THESE PRESENTS:
This
Partnership Agreement is executed this (insert date) by and between:
(insert name of corporation),
a corporation duly organized and existing in accordance with laws of the
Republic of the Philippines, with principal offices at (state address),
represented in this act by its President, (state name of representative),
hereinafter referred to as the FIRST
PARTY;
- and–
(insert name of corporation),
a corporation duly organized and existing in accordance with laws of the
Republic of the Philippines, with principal offices at (state address),
represented in this act by its President, (state name of representative),
hereinafter referred to as the SECOND PARTY.
-WITNESSETH-
WHEREAS, the
Parties have agreed to make contributions to a common fund for the purpose of
acquiring, holding and operating a (state nature of business)
hereinafter referred to as the business interest.
WHEREAS,
the
Parties have agreed, in pursuit of the business interest, to enter into a
Partnership pursuant to the Partnership Laws of the Philippines.
NOW THEREFORE, the
parties agree as follows:
1. Name
and Business
The parties hereby
form a partnership under the name of (state name of partnership) to
conduct the business interest. The principal office of the business shall be in
(state address of the office).
2. Term
The
partnership shall commence on (state date of commencement) and shall
continue to exist until terminated as herein provided.
3. Contributions
The
capital of the partnership shall be contributed by the partners as follows:
Name
|
Nature
of Contribution (Cash, Property, Service, etc.)
|
Share
|
Contribution
|
A
|
|||
B
|
|||
C
|
|||
Total
|
100%
|
xxx
|
A
separate capital account shall be maintained for each partner. Neither partner
shall withdraw any part of his capital account. Upon the demand of either
partner, the capital accounts of the partners shall be maintained at all times
in the proportions in which the partners share in the profits and losses of the
partnership.
4. Profit and Loss
Both the net profits
and net losses of the partnership shall be divided and borne equally between
the partners. A separate income account shall be maintained for each partner.
Partnership profits and losses shall be charged or credited to the separate
income account of each partner. If a partner has no credit balance in his
income account, losses shall be charged to his capital account.
5. Salaries and Drawings
No partner shall
receive any salary for services rendered to the partnership. Each partner may,
from time to time, withdraw the credit balance in his income account. All other expenses incurred by the parties in
the pursuit of the business interest shall be accounted for in accordance with
policies to be mutually set by the parties in accordance with generally
accepted accounting principles.
6.
Interest
No
interest shall be paid on the initial contributions to the capital of the
partnership or on any subsequent contributions of capital.
7. Management
The partners shall
have equal rights in the management of the partnership business, and each
partner shall devote his entire time to the conduct of the business. A managing
partner may be designated by the parties subject to the exigencies of the
partnership. Without the consent of the
other partners, no partner shall on behalf of the partnership borrow or lend
money, or make, deliver, or accept any commercial paper, or execute any
mortgage, security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the partnership
other than the type of property bought and sold in the regular course of its
business.
8.
Banking
All
funds of the partnership shall be deposited in its name in such checking
account or accounts as shall be designated by the partners. All withdrawals
therefrom are to be made upon checks signed by at least two partners.
9. Books
The
partnership books shall be maintained at the principal office of the
partnership, and each partner shall at all times have access thereto. The books
shall be kept on a fiscal year basis in accordance with generally accepted
accounting principles and shall be closed and balanced at the end of each
fiscal year. An audit shall be made as of the closing date.
10.
Termination
10.1 The partnership may be dissolved at any
time by agreement of the partners, in which event the partners shall proceed
with reasonable promptness to liquidate the business of the partnership. The
partnership name shall be sold with the other assets of the business.
10.2 The assets of the partnership business
shall be used and distributed in the following order: (a) to pay or provide for
the payment of all partnership liabilities and liquidating expenses and
obligations; (b) to equalize the income accounts of the partners; (c) to
discharge the balance of the income accounts of the partners; (d) to equalize
the capital accounts of the partners; and (e) to discharge the balance of the
capital accounts of the partners.
11. Death
11.1 Upon the death of a partner, the surviving
partner/s shall have the right either to purchase the interest of the decedent
in the partnership or to terminate and liquidate the partnership business. If
the surviving partner elects to purchase the decedent's interest, he shall
serve notice in writing of such election, within three months after the death
of the decedent, upon the executor or administrator of the decedent, or, if at
the time of such election no legal representative has been appointed, upon any
one of the known legal heirs of the decedent at the last-known address of such
heir.
11.2 If the surviving partner/s elect/s to
purchase the interest of the decedent in the partnership, the purchase price
shall be equal to the decedent's capital account as at the date of his death
plus the decedent's income account as at the end of the prior fiscal year,
increased by his share of partnership profits or decreased by his share of
partnership losses for the period from the beginning of the fiscal year in which
his death occurred until the end of the calendar month in which his death
occurred, and decreased by withdrawals charged to his income account during
such period.
11.3 No allowance shall be made for goodwill,
trade name, patents, or other intangible assets, except as those assets have
been reflected on the partnership books immediately prior to the decedent's
death; but the survivor shall nevertheless be entitled to use the trade name of
the partnership.
12. Arbitration and Attorneys Fees
The
Parties agree that any dispute, claim, or controversy concerning this Agreement
or the termination of this Agreement, or any dispute, claim or controversy
arising out of or relating to any interpretation, construction, performance or
breach of this Agreement, shall be settled in good faith by the parties. If no
agreement is reached, the Parties shall refer the same to arbitration in
accordance with Philippine arbitration rules then in effect. The arbitrator may
grant injunctions or other relief in such dispute or controversy. The decision
of the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court
having jurisdiction. The Parties will pay the costs and expenses of such
arbitration in such proportions as the arbitrator shall decide, and each party shall
separately pay its own counsel fees and expenses.
13. Final
Agreement
This Agreement
terminates and supersedes all prior understandings or agreements on the subject
matter hereof. This Agreement may be modified only by a further writing that is
duly executed by both parties.
14. Severability
If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
15. No
Implied Waiver
Either
party's failure to insist in any one or more instances upon strict performance
by the other party of any of the terms of this Agreement shall not be construed
as a waiver of any continuing or subsequent failure to perform or delay in
performance of any term hereof.
IN WITNESS WHEREOF,
the parties have executed this Agreement on the date and place above specified.
FIRST PARTY SECOND PARTY
SIGNED IN THE
PRESENCE OF:
________________ ___________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES
)S.S.
BEFORE ME, this (insert date) in
(insert place), personally appeared:
Name
|
ID No.
|
Issued at
|
Issued on
|
known to me to be the
same persons who executed the foregoing instrument consisting (state number of
pages) pages including this Acknowledgment, and who acknowledged to me that the
same is their voluntary and free act and deed and those of the parties and
institutions represented.
IN WITNESS WHEREOF, I
set my hand and affix my notarial sea on the date and place above written.
Notary
Public
Doc. No.
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Page No. _____;
Book No. _____;
Series of ______.