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Date 18 November 2015Sample documentPartnership AgreementJane DoeJohn SmithCleardocs565 bourke streetmelbourne VIC 3000Tel: 0386842053cleardocstest@gmail.com
Table of contentsParties 1Background . 1The Parties Agree . 1ALength of Partnership . 1Start . 1Ongoing until terminated . 1BThe Partnership’s name and business . 1Business Name for Partnership . 1Compliance with Business Names law . 1Business of Partnership . 1CPartners’ interests and duties . 2Partners’ proportional interest in Partnership . 2Changing the Partners’ Proportions . 2General duties of Partners . 2Partners duties as to the Partnership Bank Account . 2DPartners' Decision Making . 2Decisions bind Partners . 2Decision making without meetings . 3Partners' Meetings: right to attend, frequency, notice, quorum and chair . 3Partners' Meetings: voting . 3Partners' Meeting: Resolving a deadlock . 3Partners to appoint Nominees. 3EAssets, Records, Custodian, Capital, Loans, New Partners, Accounts, Profits, Lossesand Drawings . 4Assets Jointly Held . 4Partnership's Assets . 4Records of Partnership Assets . 4Appointment of Custodian over assets . 4Directions from Partners to Custodian . 4Information . 4Capital of Partnership . 4Partners' Contribution to Partnership . 5Loans from Partners to Partnership . 5New Partners joining the Partnership . 5Proper annual accounts . 5True and Fair View in accounts . 5Division of Partnership Profits and fixed drawings . 5Losses to be borne in Proportions . 6Drawings . 6FTransferring a Partner’s Interest . 6Transfer By Agreement . 6GRetirement from Partnership . 6Retirement . 6Partners may agree the value of the Retiring Partner’s interest . 6Qualified Valuer’s Valuation . 7Costs to be borne by Retiring Partner . 7Completing the sale . 7
HIJKLMNOPTransfer after a Partner’s Death or Incapacity . 7Notice to other Partners . 7Partners may require transfer after a Partner's Death or Incapacity . 7Partners may agree the value for the deceased or incapacitated Partner . 8Qualified Valuer's Valuation . 8Costs to be borne by Defaulted Partner . 8Completing the sale . 8Partner Default . 9Partners can require transfer after a Partner’s default . 9Partners may agree the value for the Defaulting Partner’s interest . 9Qualified Valuer’s Valuation . 9Costs to be borne by Defaulting Partner . 10Completing the sale . 10Termination of Partnership. 10Termination . 10Consequences of Termination . 11Rights and Obligations on Termination . 11Dispute Resolution by Expert . 11Dispute Notice . 11Appointment of Expert . 11Legal Representation . 11Role of Expert. 11Determination Binding . 12Costs of Expert . 12Confidentiality . 12Confidentiality Security and Reproduction . 12Delivery or Destruction of Confidential Information . 12General . 12Amendment . 12Entire Understanding . 13Further Assurance . 13Legal costs and expenses . 13Waiver and Exercise of Rights . 13Assignment. 13Time of the Essence . 13Notices . 13Service of Notice . 13Particulars for Service . 14Time of Service . 14Definitions . 14Interpretation . 17Governing Law and Jurisdiction . 17Persons . 17Joint and several . 18Legislation . 18This Document, Clauses and Headings . 18Severance . 18Counterparts . 18Currency . 18
Business Day . 19Number and Gender . 19Schedule 1 . 21Schedule 2 . 22Deed of Accession . 22
PartiesJane Doe of 565 bourke street, melbourne, VIC 3000John Smith of 565 bourke street, melbourne, VIC 3000BackgroundThe Partners agree to carry on the Business in a partnership on the terms and conditions of thisAgreement.The Parties AgreeALength of PartnershipStart1The Partnership commences on the Commencement Date.Ongoing until terminated2The Partnership continues until terminated under this Agreement. In relation to this: the Partnership will continue if there is a change in Partners of the Partnershipprovided the Partnership has at least 2 Partners at all times; in those circumstances, there will be no break in the continuity of the Partnership;and if a Partner dies, the Partnership continues with the deceased Partner's legalpersonal representative, subject to the terms of this Agreement.BThe Partnership’s name and businessBusiness Name for Partnership3The Business Name the Partnership will trade under: is set out in item 1 of Schedule 1; and may be changed by agreement between the Partners.Comp
30 The Partnership Assets must be and are held by the Partners jointly. However, the Partners may appoint a Custodian to hold assets on their behalf under clause 33. Partnership's Assets 31 The Partnership Assets comprise all assets acquired by the Partners using the funds of the Partnership or otherwise accruing or contributed to the Partnership.
