Partner Agreement Article 1: Purpose of Partnership: In accordance with national laws and regulations, to protect the legitimate rights and interests of partners, the following terms are formulated through consensus among the partners. Article 2 Partnership name and main place of business: ______________ ______________. Article 3 Partnership business projects and scope: _______________ ______________. Article 4 The term of partnership shall commence on __month__ day of ____ year and end on __month__ day of ____ year, ***years. Article 5 Amount, method and term of capital contribution (1) Partner ____ (name) contributes capital in the form of ____, calculated in RMB ____ yuan; ______ Partner ____ (name) contributes capital in the form of ____, calculated in RMB ____ yuan; ______ Partner ____ (name) contributes capital in the form of ____, calculated as RMB ____ yuan; ______ (2) The capital contribution of each partner must be paid before ____ month ____ together. (3) The partnership’s investment *** totals RMB ____ yuan. During the partnership period, the capital contributed by each partner is the exclusive property of the partnership and cannot be divided at will. After the partnership is terminated, the capital contributed by each partner remains individually owned and will be returned at that time. Article 6 Profit Distribution and Debt Assumption: All parties to a partnership operate and work together, bear risks, and bear profits and losses. (Special reminder: The distribution of surplus and debt obligations can be agreed to be invested by each partner individually or distributed equally. If there is no agreement on the sharing ratio, each partner will share it according to the investment. After any party repays the external repayment, the other party shall pay a proportional share within 10 days. The other party shall pay off its share.) (1) Distribution of surplus: based on ____________________________, distributed in proportion. (2) Debt borne: Partnership debts shall be repaid with partnership property first. If the partnership property is insufficient to repay, the debts shall be borne in proportion based on ____________________________. Article 7: Joining, withdrawing, and transfer of capital contribution (1) Joining 1. The joining of a new partner must be approved by all partners; 2. Acknowledge and sign this partnership agreement; 3. Unless otherwise agreed in the joining agreement, the new partner joining the partnership must Partners enjoy the same rights and bear the same responsibilities as the original partners. New partners who join a partnership are jointly and severally liable for the debts of the partnership before joining. (2) Withdrawal from partnership 1. Voluntarily withdraw from partnership. During the partnership's operating period, a partner may withdraw from the partnership if one of the following circumstances occurs: a. The reasons for withdrawal specified in the partnership agreement arise; b. With the consent of all partners to withdraw from the partnership; c. A reason occurs that makes it difficult for a partner to continue to participate in the partnership. If the partnership agreement does not stipulate the operating period of the partnership, a partner may withdraw from the partnership provided that it does not adversely affect the execution of the partnership's affairs, but must notify other partners 30 days in advance. If a partner withdraws from the partnership without authorization and causes losses to the partnership, he shall compensate for the losses. 2. Of course quit the partnership. A partner will of course withdraw from the partnership if any of the following circumstances occurs: a. Dies or is declared dead in accordance with the law; b. is declared to be a person without capacity for civil conduct in accordance with the law; c. The individual loses the ability to repay debts; d. All rights held by the partnership in the partnership are compulsorily enforced by the people's court Property share. In the case of withdrawal under the above circumstances, the date of actual occurrence shall be the effective date of withdrawal. 3. Remove one’s name and withdraw from the partnership. If a partner has any of the following circumstances, he or she may be removed from the partnership with the unanimous consent of the other partners: a. Failure to perform capital contribution obligations; b. Causing losses to the partnership due to intentional or gross negligence; c. Engaging in improper conduct when executing partnership affairs. ; d Other reasons specified in the partnership agreement. The decision to remove a partner must be notified in writing to the person being removed. The removal will take effect from the date when the person to be removed from the company receives the notice of removal, and the person to be removed from the partnership will withdraw from the partnership. If the delisted person has objections to the delisting resolution, he may file a lawsuit with the People's Court within 30 days from the date of receiving the delisting notice. After a partner withdraws from the partnership, settlement will be made between the other partners and the withdrawing partner based on the property status of the partnership at the time of withdrawal. (3) Transfer of capital contribution. Allows partners to transfer all or part of their share of property in the partnership. Under the same conditions, partners have priority to receive the transfer.
If it is transferred to a third party other than a partner, the third party shall be treated as joining the partnership; otherwise, the transferor shall be treated as withdrawing from the partnership. If a third party other than a partner receives a share of the partnership's property, he or she will become a partner of the partnership upon modification of the partnership agreement. Article 8 Partnership Leader and Execution of Partnership Affairs All partners *** jointly execute partnership affairs. (Applicable to small-scale partnerships.) As stipulated in the partnership agreement or decided by all partners, ____ is entrusted as the person in charge of the partnership, and his authority is: 1. To conduct external business and conclude contracts; 2. To conduct daily management of the partnership; 3. Sell partnership products (goods) and purchase commonly used goods; 4. Pay partnership debts; 5.____________________. Article 9 Rights and Obligations of Partners (1) Rights of Partners: 1. The right to operate, decide and supervise partnership affairs. The business activities of the partnership are jointly decided by the partners. No matter how much capital is contributed, each person has All partners have the right to vote; 2. Partners have the right to distribute partnership interests; 3. Partners should distribute partnership interests in proportion to their capital contribution or as stipulated in the contract, and the property accumulated by the partnership belongs to the partners; 4. Partnership People have the right to withdraw from a partnership. (2) Obligations of partners: 1. Maintain the unity of partnership property in accordance with the partnership agreement; 2. Share the debts of the partnership's operating losses; 3. Bear joint and several liability for partnership debts. Article 10 Prohibited Behaviors 1. Without the consent of all partners, any partner is prohibited from privately conducting business activities in the name of the partnership; if the profits obtained from the business belong to the partnership, the losses caused shall be compensated based on the actual losses. 2. Partners are prohibited from participating in business that competes with the partnership; 3. Unless otherwise stipulated in the partnership agreement or with the consent of all partners, partners are not allowed to conduct transactions with the partnership. 4. Partners shall not engage in activities that harm the interests of the partnership. Article 11 Continuation of partnership business (1) In the event of withdrawal from the partnership, the remaining partners have the right to continue to operate the original business under the original business name, and may also select and absorb new partners to join the partnership. (2) In the event that a partner dies or is declared dead, at the option of the deceased partner’s heirs, the heirs may return their share of the property and continue the business; they may also proceed in accordance with the partnership agreement or with the consent of all partners. , accept the heirs as new partners and continue the business. Article 12 Termination and liquidation of partnership (1) A partnership is dissolved due to the following circumstances: 1. The partnership term expires; 2. All partners agree to terminate the partnership; 3. There are no longer the legal number of partners; 4. The partnership affairs are completed or cannot be completed Completed; 5. Cancelled in accordance with the law; 6. Other reasons for the dissolution of a partnership stipulated in laws and administrative regulations occur. (2) Liquidation of partnership: 1. After the partnership is dissolved, liquidation shall be carried out and creditors shall be notified. 2. The liquidator shall be appointed by all partners or with the consent of more than half of all partners, ____ partner shall be appointed or a third party shall be entrusted to serve as liquidator within 15 days from the dissolution of the partnership. If a liquidator is not determined within 15 days, partners or other interested parties may apply to the people's court to designate a liquidator. 3. After the liquidation expenses are paid, the partnership property shall be paid off in the following order: employee wages and labor insurance premiums owed by the partnership; taxes owed by the partnership; debts of the partnership; and return of the capital contributions of the partners. 4. If there is any surplus after repayment, it will be distributed according to the method in Article 6, Paragraph 1 of this Agreement. 5. If the partnership suffers a loss during liquidation and the partnership property is insufficient to repay the partnership, it shall be handled in accordance with the method in paragraph 2 of Article 6 of this Agreement. Each partner shall bear unlimited joint and several liability for repayment. If a partner bears joint and several liability and the amount of repayment exceeds the amount he should bear, he shall have the right to recover compensation from other partners. Article 13 Liability for breach of contract 1. If a partner fails to pay the capital contribution on time or fails to pay in full, he shall compensate for the losses caused to other partners; if the capital contribution is not paid in full for __ years after the due date, the partner will be deemed to have withdrawn from the partnership. 2. If a partner transfers his property share without the unanimous consent of other partners, if his partner is unwilling to accept the transferee as a new partner, it may be treated as a withdrawal from the partnership, and the transferor shall compensate the other partners for the losses caused thereby. . 3. If a partner privately pledges his property share in the partnership, his act shall be invalid or treated as a withdrawal from the partnership; if this causes losses to other partners, he shall be liable for compensation.
4. If a partner seriously violates this agreement, or causes the partnership to be disbanded due to gross negligence or violation of the Partnership Enterprise Law, he shall be liable for compensation to other partners. 5. If a partner violates the provisions of Article 9 and refuses to be dissuaded and is required to compensate the partnership for actual losses, all partners may decide to expel the partner. Article 14 Contract Dispute Resolution Methods All disputes arising out of or in connection with this Agreement shall be negotiated between the partners. If the negotiation fails, they shall be submitted to the ____ Arbitration Commission for arbitration, or in any other manner agreed upon by the parties. City. The arbitration award is final and binding on all parties. Article 15 Others (1) Upon consensus, the partners may amend this agreement or supplement matters not covered; if the supplement or modification conflicts with this agreement, the supplement or modification shall prevail. (2) The partnership contract is an integral part of this agreement. (3) This contract is made in ____ copies, with each partner holding one copy, and one copy shall be submitted to the registration authority for filing. (4) This contract will take effect after being signed and sealed by all partners. Partner (signature): ____ ____year__month__day Signing place: ______