I want to start a company in partnership with my friends. How to write a contract?

Because I just resigned and planned to start a business in partnership with my friends, I need to write a partnership agreement, so it took me 29 hours and 25 minutes to finish it from March 30 to April 5. Some thoughts: 1, China. com is really a good thing. The more you know, the more you will feel that you don't know. 2. There is not enough time. 3, focus on doing things, once completed, it is quite fulfilling. The experience of working for others for many years seems like a previous life. Now I am free and easy, suffocated by crisis and contradictory. Attached is the partnership agreement I intend to write, which is completely arranged in accordance with the partnership enterprise law. Personally, I think it is still relatively strict and complete. Personal information in individual places will be deleted, but it will not affect the whole. I hope it helps you. Partnership Agreement Party A, Party B and Party C have entered into a partnership agreement on the principles of voluntariness, equality, fairness, honesty and mutual benefit as follows: Article 1 Establishment of a partnership enterprise (I) Name, ID number and address of partners Party A: _ _ _ _ _ _ ID number: Address: Party B: _ _ _ _ _ ID number: Address: Party C: _ _ _. Party A, Party B and Party C are established by voluntary partnership, and the company address is. Partnership purpose: * * run the same business, * * * cooperate hand in hand, * * * take risks, * * * be responsible for its own profits and losses, treat each other sincerely, unite sincerely, help each other in the same boat, and * * * create brilliance together. (3) The term of the partnership is 1. The term of the partnership is tentatively set at _ _ _ years, counting from the date when the representatives of the three parties sign it, that is, from _ _ _ _ _ to _ _ _ _ _ _ _. 2. After the expiration of this agreement, if none of the three parties requests to terminate the agreement, it will be deemed that they all agree to continue cooperation and this agreement will remain valid. You can also sign a new contract and replace the old one when it expires. After the expiration of this agreement, if the cooperation is not continued, the withdrawing party shall submit a written withdrawal text to the operator (one or both parties) three months in advance, and shall hand over its own information about this contract project and company resources (including production, technology, marketing, etc.). ) to the operator. After the expiration of this agreement, if all three parties agree to terminate the agreement, this contract will be terminated and the three parties will make financial settlement according to the relevant provisions of this agreement. (4) Mode, amount and duration of investment 1. Mode of capital contribution ① Partners may make capital contributions in cash, in kind, intellectual property rights, land use rights or other property rights, or they may make capital contributions in labor services. (2) Where the partners make contributions in kind, intellectual property rights, land use rights or other property rights, and it is necessary to evaluate the price, it may be determined by all partners through consultation, or it may be entrusted by all partners to a statutory evaluation agency for evaluation. (3) Where the partners contribute capital by labor services, the evaluation method shall be determined by all partners through consultation and agreed in the partnership agreement. (4) It is determined through negotiation by all partners that this agreement is based on monetary contribution for the time being. 2. Capital contribution ① The total capital contribution of the partners is RMB _ _ _ _ _ _. Among them, the capital contribution of each party is RMB _ _ _ _ _ _ _ ten thousand Yuan, and the capital contribution of Party B is RMB _ _ _ _ _ _, accounting for _ _ _% of the total capital contribution; The capital contribution of Party C is RMB _ _ _ _ _ _, accounting for _ _% of the total capital contribution. ② During the duration of the partnership, with the consent of all partners, the partners may increase or decrease their capital contribution to the partnership, and go through the formalities for increasing or decreasing their capital contribution, and sign a supplementary agreement, which has the same legal effect as this agreement. 3. Time limit for capital contribution: all partners shall pay the capital contribution in full before _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If the capital contribution is not paid in full within _ _ months, it shall be deemed as withdrawal. 4. During the partnership period, each partner's contribution is * * * with property, and it is not allowed to ask for division at will. After the termination of the partnership, the capital contribution of each partner shall still be owned by the individual, and shall be returned after financial settlement in accordance with the relevant provisions of this agreement. Article 2 Income distribution and debt commitment (1) Partners shall jointly operate, work, bear risks and make profits and losses. The property of the partnership and the income generated by it shall be owned by all partners, and the partners shall be jointly and severally liable for the debts and civil liabilities of the partnership. (II) Distribution of surplus: Distribution in proportion to the percentage of each party's capital contribution to the total capital contribution. The specific circumstances shall be handled in accordance with the provisions of Item 3, Paragraph 2, Article 6 of this Agreement. (3) Debt commitment: the partnership debt shall be paid off by the partnership property first. If the partnership property is insufficient to pay off, it shall be borne in proportion to the percentage of each party's capital contribution to the total capital contribution (that is, the proportion of capital contribution). Partners shall be jointly and severally liable for partnership debts. After either party pays off the debts of the enterprise, the other party shall pay off its share to the other party within ten days in proportion. Where a partner repays more than his share of the partnership debts, he shall have the right to recover from other partners. Article 3 Rights and obligations of partners (1) Rights of partners 1. Management, decision-making and supervision of partnership affairs. The business activities of a partnership are decided by the partners, and everyone has the right to vote, regardless of their contribution to China. 2. Partners have the right to distribute the benefits of the partnership. The property accumulated by the partnership enterprise belongs to the partner * *, and the partner distributes the partnership benefits according to the contract. 3. Partners have the right to quit. (2) Obligations of partners 1. Maintain the unity of partnership property according to the partnership agreement. 2. Share the operating losses and debts of the partnership. 3. During the existence of the partnership, it shall bear unlimited joint and several liability for the debts and civil liabilities of the partnership. 4. If the partnership enterprise is revoked or declared bankrupt according to law, the partners shall still bear unlimited joint and several liabilities for the debts of the partnership enterprise during its existence. 5. Strictly abide by the internal rules and regulations of the partnership. Article 4 Executive Affairs (1) General Provisions Partners shall enjoy the same rights and undertake the same obligations in the execution of partnership affairs. (2) Transaction voting 1. Voting on General Affairs The partners shall make a resolution on the general affairs of the partnership by voting by one person, one vote and more than half of all partners. 2. Voting on major issues The following major issues of the partnership enterprise shall be unanimously agreed by all partners: ① Change the name of the partnership enterprise; (2) changing the business scope and the location of the main business premises of the partnership; ③ Dispose of the real estate of the partnership; (4) Transferring or disposing of the currency, physical objects, intellectual property rights, land use rights or other property rights of the partnership; (5) provide guarantee for others in the name of partnership; ⑥ Replace the managing partner; ⑦ Hire people other than partners as managers of the partnership. (3) Entrust the executive partner. With the unanimous consent of all partners, Party A is entrusted as the executive partner to perform daily affairs on behalf of all partners. All partners shall bear civil liability for the executive partner and its business activities. (4) Working rights and obligations of the managing partner 1. Right to work ① Be fully responsible for and carry out the daily affairs of the partnership. (2) To formulate various internal rules and regulations of the partnership enterprise in accordance with the provisions of laws and administrative regulations, including the establishment of enterprise financial and accounting systems. (3) Construct the functional framework of the partnership, clarify the responsibilities and tasks of the members, and establish an evaluation mechanism. ④ Organize, coordinate, co-ordinate and operate all business activities of the partnership reasonably and efficiently, including research and development, procurement, production, quality inspection, sales and payment collection. 2. Obligations ① The executive partner shall regularly report to other partners on the implementation of the affairs and the operation and financial status of the partnership. ② Other partners may raise objections to the affairs performed by the executive partners. When raising an objection, the execution of the transaction shall be suspended. In case of any dispute, the decision shall be made in accordance with the provisions of paragraph 2 of Article 4 of this Agreement. (3) If the executive partner arbitrarily handles the major affairs agreed in this Agreement that can only be implemented with the unanimous consent of all partners, thus causing losses to the partnership enterprise or other partners, he shall be liable for compensation according to law. (4) If an executive partner performs his duties beyond the scope authorized by the partnership, or causes losses to the partnership or other partners due to intentional or gross negligence in the course of performing his duties, he shall be liable for compensation according to law. ⑤ If the partner entrusted to carry out the partnership affairs fails to carry out the affairs according to the partnership agreement or the decisions of all the partners, the other partners may vote to cancel the entrustment. For the voting method, see Rule 1, Article 4, Paragraph 2, "Voting on General Affairs". (5) Performance appraisal and remuneration of executive partners 1. When necessary, the executive partner may sign an employment contract with the partnership, enjoy the rights and undertake the obligations stipulated in the contract. 2. remuneration package is linked to performance appraisal article 5 access, withdrawal and transfer of capital contribution (1) access 1. The joining of new partners must be approved by all partners. 2. The new partner recognizes this partnership agreement, goes through the formalities of increasing capital contribution, and signs a supplementary agreement, which has the same effect as this agreement. 3. The new partner enjoys the same rights as the original partner, assumes the same responsibilities, and acknowledges that it is jointly and severally liable for the debts of the partnership enterprise before the occupation. (2) Quit 1, voluntarily quit. During the operation of the partnership, the partners may withdraw from the partnership under any of the following circumstances: ① Reasons for withdrawing from the partnership appear. ② Withdraw from the partnership with the consent of all partners. ③ Other partners seriously violate the obligations stipulated in the partnership agreement. 2. Of course, resign. If a partner has one of the following circumstances, he will of course quit the partnership: ① he is dead or declared dead according to law. (2) Being declared as a person without civil capacity according to law. (3) The individual loses solvency. (4) All the property shares in the partnership enterprise shall be enforced by the people's court. (5) The partnership enterprise is revoked its business license, ordered to close down, revoked or declared bankrupt according to law. The effective date of withdrawal under the above circumstances is the actual withdrawal date. 3. Quit. Under any of the following circumstances, the partner may be removed by resolution with the unanimous consent of other partners: ① Failure to fulfill the obligation of capital contribution. (2) Causing heavy losses to the partnership enterprise due to intentional or negligence. (3) Acts prohibited by this Agreement or other serious misconduct in partnership affairs. (4) Other reasons stipulated in the partnership agreement. ⑤ The resolution to remove the partner shall be notified to the removed celebrity in writing. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw from the partnership. Unless the celebrity disagrees with the resolution of delisting, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of delisting. After a partner withdraws from the partnership, the other partners and the partner shall conduct liquidation according to the property status of the partnership at the time of withdrawal, and return it after deducting the actual loss compensation. 4. Prerequisites for quitting: ① You must have proper reasons for quitting. (2) Do not quit when the partnership is unfavorable. (3) To quit the partnership, it is necessary to notify other partners 30 days in advance and obtain the consent of all partners; If a partner withdraws from the partnership without the consent of the partner and causes losses to the partnership, he shall compensate according to the actual amount of losses. (4) The liquidation after withdrawing from the partnership shall be based on the property status at the time of withdrawing from the partnership, and shall be agreed in the partnership agreement or decided by all partners, and cash or physical objects may be returned. (5) When a partner withdraws from the partnership, if the partnership property is less than the partnership debt, the withdrawing partner shall share the losses in accordance with the provisions of Paragraph 3 of Article 2 of this Agreement. ⑥ The quitter shall bear unlimited joint and several liability for the debts of the partnership caused by the reasons before his withdrawal. (3) Transfer of capital contribution 1. A partner's transfer of all or part of his share of property in the partnership enterprise must be approved by all partners. 2. When a partner transfers all or part of his property share in the partnership, other partners have the priority to transfer; Only when other partners do not subscribe, can all their shares (note: only all, not part) be transferred to a third party other than the partnership. 3. A third party other than a partner receives all the shares of the transferor and becomes a new partner of the partnership after signing a supplementary agreement. Article 6 Termination and liquidation of the partnership (1) The partnership is terminated (dissolved) due to the following circumstances: 1, and the partnership term expires. 2. All partners agree to terminate the partnership. 3. The partnership has been completed or cannot be completed. 4. The partnership enterprise is revoked due to violation of laws and regulations. 5. The court decided to dissolve according to the request of the parties concerned. (2) liquidation of the partnership: 1. After the termination of the partnership, it shall be liquidated and notify the creditors. 2. The liquidator shall be held by all partners or agreed by all partners. Within/0/5 days after the dissolution of the partnership, the liquidator shall appoint _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3. After paying the liquidation expenses, the partnership property shall be paid off in the following order: the wages and labor insurance expenses owed by the partnership; Tax and statutory compensation owed by the partnership; Collection of creditor's rights; Partnership debt; Refund the capital contribution of the partners; Distribute the remaining property in proportion. Fixed assets and inseparable items can be sold to partners or third parties at a fixed price, and the price will participate in the distribution. Detailed rules for settlement and distribution shall be handled in accordance with the second paragraph of Article 2 of this Agreement. 4. In case of losses after liquidation, no matter how much the partners in China contribute, the partnership enterprise shall pay off the losses with property first. If the partnership property is insufficient to pay off, it shall be handled in accordance with the third paragraph of Article 2 of this Agreement. Article 7 Prohibited Acts (1) Without the consent of all partners, it is prohibited for any partner to engage in business activities in the name of the partnership without permission; If the profits from its operation belong to a partnership, it shall compensate for the losses according to the actual losses. (two) prohibit partners from participating in business competition with the partnership. (3) Partners are prohibited from joining other partnership teams that have business competition with this partnership. (4) It is forbidden for partners to sign separate contracts with internal personnel of the partnership. Unless otherwise agreed in the partnership agreement or agreed by all partners, a partner may not conduct transactions with other partners. (5) Partners shall not engage in activities that harm the interests of the partnership. (6) If a partner violates the above provisions, he shall suspend his work and his related rights and obligations until he is compensated according to the actual losses of the partnership. Repeated offenders or those who cause heavy losses to the partnership due to the above-mentioned prohibited acts may be removed from the partnership by all partners except themselves. After a partner withdraws from the partnership, the other partners and the partner shall conduct liquidation according to the property status of the partnership at the time of withdrawal, and return it after deducting the actual loss compensation. Article 8 Liability for breach of contract (1) If a partner fails to pay the capital contribution in full and on time, it shall pay the bank interest on the unpaid part and compensate the other partners for the losses suffered as a result; If the capital contribution is not paid in full within _ _ _ months, it shall be deemed that the capital contribution has been withdrawn. (2) If a partner transfers his share of property without the unanimous consent of the other partners, he shall compensate the other partners for the losses suffered as a result. If the other partners are unwilling to accept the transferee as the new partner, they can withdraw. (3) Where a partner pledges his share of the property in the partnership enterprise without authorization, it must be unanimously agreed by the other partners. Without the unanimous consent of the other partners, its behavior is invalid and causes losses to the other partners, and it shall be liable for compensation; If losses are caused to a bona fide third party (i.e. creditor), the actor shall be liable for compensation according to law. (4) If a partner takes advantage of his position to take the interests that should belong to the partnership as his own, or takes other means to occupy the property of the partnership, he shall return the interests and property to the partnership; If losses are caused to the partnership or other partners, they shall be liable for compensation according to law. (5) If a partner violates the provisions of Article 3 of this Agreement, he shall compensate according to the actual losses of the partnership. Those who repeatedly commit crimes or cause serious consequences may be removed by unanimous decision of other partners. (6) If a partner seriously violates this Agreement or the partnership enterprise is dissolved due to gross negligence or violation of the partnership enterprise law, he shall be liable for compensation to other partners. Article 9 Dispute Settlement (1) All disputes arising from or related to this agreement shall be settled by the partners on the principle of friendly consultation and being conducive to the development of the partnership. (2) If they are unwilling to settle the dispute through negotiation or mediation, or if negotiation or mediation fails, they may apply to an arbitration institution for arbitration according to the arbitration clause agreed in the partnership agreement or a written arbitration agreement reached afterwards. (3) If there is no arbitration clause in the partnership agreement and no written arbitration agreement is reached afterwards, a lawsuit may be brought to the people's court. Article 10 Where other partners have debts unrelated to the partnership, the relevant creditors may not offset their debts to the partnership with their creditor's rights; Nor shall they subrogate to the rights of the partners of the partnership. (2) During the partnership operation, the partners may amend this Agreement or supplement matters not covered in this Agreement through consultation. The amended or supplemented agreement has the same effect as this agreement. If the modified or supplemented contents conflict with this Agreement, the modified or supplemented contents shall prevail. (3) The original of this Agreement is in quadruplicate, one for each partner and one for witness, all of which have the same legal effect. (IV) This Agreement shall come into effect as of the date of signature by all partners. (V) Signature of partner Party A (signature): _ _ Party B (signature): _ _ Party C (signature): _ _ _ Copy of Party A's ID card, copy of Party B's ID card and Party C's body. Paste the copy of the certificate at the paste place. The pasting place is _ _ _ _ _ _ _ _ _, and the signing time is _ _ _ _ _ _ _.