Contracts

PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is made and entered into this [Day] of [Month, Year], at [Place of Execution], by and between:

[PARTNER 1 FULL NAME], of legal age, [civil status], [nationality], and residing at [Partner 1’s Address], hereinafter referred to as "PARTNER 1";

AND

[PARTNER 2 FULL NAME], of legal age, [civil status], [nationality], and residing at [Partner 2’s Address], hereinafter referred to as "PARTNER 2";

(Include additional partners, if applicable.)

The parties hereto are collectively referred to as the "Partners", and they agree as follows:

1. FORMATION OF PARTNERSHIP

1.1. The Partners hereby form a partnership under the name [Partnership Name], for the purpose of [Describe the nature of business, e.g., retail, consulting, real estate, legal practice, etc.].
1.2. The principal place of business shall be located at [Business Address].
1.3. The partnership shall commence on [Start Date] and shall continue until terminated as provided in this Agreement.

2. CAPITAL CONTRIBUTIONS

2.1. The Partners shall contribute the following initial capital to the partnership:

Partner Name Cash Contribution (PHP) Property Contribution Other Contributions

[Partner 1 Name] [PHP Amount] [Describe Property] [e.g., expertise, equipment]

[Partner 2 Name] [PHP Amount] [Describe Property] [e.g., business connections]

2.2. Future contributions shall be made as [agreed upon or based on profit-sharing percentage].
2.3. Any additional capital contribution must be approved by all Partners.

3. PROFIT AND LOSS SHARING

3.1. The net profits and losses of the partnership shall be shared among the Partners as follows:

Partner Name Profit/Loss Sharing Percentage

[Partner 1 Name] [e.g., 50%]

[Partner 2 Name] [e.g., 50%]

3.2. The distribution of profits shall be made [monthly/quarterly/annually], unless otherwise agreed by all Partners.

4. MANAGEMENT AND DECISION-MAKING

4.1. The management of the partnership shall be conducted as follows:

• [Partner 1 Name] shall be responsible for [e.g., financial management, operations, sales].

• [Partner 2 Name] shall be responsible for [e.g., marketing, customer relations, procurement].
  4.2. Major decisions, including business expansion, capital expenditures, and admission of new partners, shall require the unanimous consent of all Partners.
  4.3. Ordinary business decisions shall be made by a majority vote of the Partners.

5. BANK ACCOUNT AND FINANCIAL MANAGEMENT

5.1. The partnership shall maintain a bank account at [Bank Name], with withdrawals requiring [Number] signatures from designated Partners.
5.2. Proper books of account shall be maintained, and financial records shall be accessible to all Partners.
5.3. An annual financial report shall be prepared and reviewed by all Partners.

6. DUTIES AND RESTRICTIONS

6.1. Each Partner shall:

• Act in the best interest of the partnership and avoid conflicts of interest.

• Maintain confidentiality regarding business operations and financial matters.

• Devote necessary time and effort to the partnership’s success.

6.2. No Partner shall:

• Engage in business activities that directly compete with the partnership.

• Transfer or assign their partnership interest without the consent of all other Partners.

7. ADMISSION AND WITHDRAWAL OF PARTNERS

7.1. A new Partner may only be admitted with the written consent of all existing Partners.
7.2. A Partner may withdraw from the partnership by giving [Number] days’ written notice.
7.3. Upon withdrawal, the departing Partner shall receive their share of the net assets or a buyout as agreed upon by the remaining Partners.

8. DISSOLUTION AND TERMINATION

8.1. The partnership shall be dissolved under the following conditions:

• Mutual agreement of all Partners.

• Death, incapacity, or bankruptcy of a Partner, unless the remaining Partners agree to continue.

• A court order or government directive.

8.2. Upon dissolution, all partnership debts shall be settled, and remaining assets shall be distributed to the Partners according to their profit-sharing ratios.

9. DISPUTE RESOLUTION

9.1. Any disputes arising from this Agreement shall first be resolved amicably.
9.2. If unresolved, disputes shall be referred to [mediation/arbitration/court in a specific jurisdiction].

10. GOVERNING LAW

10.1. This Agreement shall be governed by the laws of the Republic of the Philippines, particularly the provisions of the Civil Code on Partnerships (Articles 1767-1867).

11. GENERAL PROVISIONS

11.1. Binding Effect – This Agreement shall be binding upon the Partners, their heirs, successors, and assigns.
11.2. Severability – If any provision is found invalid, the remaining provisions shall remain in full force and effect.
11.3. Entire Agreement – This Agreement represents the full understanding between the Partners regarding their business relationship.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures this [day] of [month, year], at [place of execution].

SIGNED BY:

[PARTNER 1’S NAME]

Partner 1

[PARTNER 2’S NAME]

Partner 2

SIGNED IN THE PRESENCE OF:

[Witness 1 Name]

Witness

[Witness 2 Name]

Witness

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES
[Province/City/Municipality]) S.S.

BEFORE ME, a Notary Public for and in [Location], this ___ day of [month, year], personally appeared:

1. [Partner 1’s Name], identified through [Government ID Type & Number], issued on [Date]; and

2. [Partner 2’s Name], identified through [Government ID Type & Number], issued on [Date],

both known to me to be the same persons who executed the foregoing Partnership Agreement, and acknowledged that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL this ___ day of [month], [year], at [place of notarization], Philippines.

NOTARY PUBLIC

Doc. No. ____________
Page No. ____________
Book No. ____________
Series of [YEAR].