Arizona partnership agreement template

Arizona Partnership Agreement

This Partnership Agreement is made and entered into as of this [Date], by and among the following partners:

• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1";
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2";
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3."

1. Formation and Type of Partnership

• Option A: General Partnership
  • The parties hereby form a general partnership under the laws of the State of Arizona.
• Option B: Limited Partnership
  • The parties hereby form a limited partnership under the laws of the State of Arizona. The general partner(s) shall be [General Partner Name(s)].
• Option C: Limited Liability Partnership
  • The parties hereby form a limited liability partnership under the laws of the State of Arizona, and shall file the required registration with the Arizona Secretary of State.

2. Name and Place of Business

• The name of the partnership shall be [Partnership Name].
• The principal place of business of the partnership shall be located at [Partnership Address].

3. Purpose and Scope of Business

• The purpose of the partnership is to engage in the business of [Description of Business]. The scope of the business includes but is not limited to [Detailed Scope of Business].

4. Term

• Option A: Definite Term
  • The partnership shall commence on [Start Date] and shall continue for a term of [Number] years, expiring on [End Date], unless sooner terminated as provided herein.
• Option B: Perpetual Term
  • The partnership shall commence on [Start Date] and shall continue perpetually, unless sooner terminated as provided herein.

5. Capital Contributions

• Each partner shall contribute to the capital of the partnership the following:
  • Partner 1: [Partner 1 Contribution Description] with an agreed value of [Partner 1 Contribution Value].
  • Partner 2: [Partner 2 Contribution Description] with an agreed value of [Partner 2 Contribution Value].
  • Partner 3: [Partner 3 Contribution Description] with an agreed value of [Partner 3 Contribution Value].
• Option A: Additional Capital Contributions
  • If the partnership requires additional capital, the partners shall contribute in proportion to their respective ownership percentages.
• Option B: No Additional Capital Contributions Required
  • No partner shall be required to make any additional capital contributions.

6. Ownership and Profit/Loss Allocation

• The ownership percentages of the partners are as follows:
  • Partner 1: [Partner 1 Percentage]%
  • Partner 2: [Partner 2 Percentage]%
  • Partner 3: [Partner 3 Percentage]%
• Option A: Profit and Loss Allocation Based on Ownership
  • Profits and losses shall be allocated among the partners in proportion to their respective ownership percentages.
• Option B: Equal Profit and Loss Allocation
  • Profits and losses shall be allocated equally among the partners.
• Option C: Other Profit and Loss Allocation
  • Profits and losses shall be allocated as follows: [Specific Allocation Agreement].

7. Management

• Option A: All Partners Manage
  • All partners shall participate in the management of the partnership.
• Option B: Managing Partner
  • [Managing Partner Name] shall be the Managing Partner and shall have the authority to make day-to-day decisions for the partnership.
• Option C: Management Committee
  • A management committee consisting of [Names of Committee Members] shall manage the partnership. Decisions will be made by majority vote of the committee.
• Decisions require a [Percentage]% vote of the partners, except for extraordinary matters which require unanimous consent. Extraordinary matters include, but are not limited to: amendment of this agreement, sale of substantially all assets, merger, and dissolution.

8. Banking and Accounting

• The fiscal year of the partnership shall end on [Date].
• The partnership shall maintain a bank account at [Bank Name].
• The books and records of the partnership shall be maintained at [Location of Records].
• Option A: Accrual Basis Accounting
  • The partnership shall use the accrual basis of accounting.
• Option B: Cash Basis Accounting
  • The partnership shall use the cash basis of accounting.

9. Admission of New Partners

• No new partner shall be admitted to the partnership without the unanimous consent of the existing partners.
• The terms and conditions of admission of a new partner shall be negotiated and agreed upon by all partners.

10. Withdrawal, Retirement, or Expulsion of a Partner

• A partner may withdraw from the partnership upon [Number] days written notice to the other partners.
• Option A: Buyout Formula
  • Upon withdrawal, the withdrawing partner shall be entitled to a buyout payment equal to [Buyout Formula Description].
• Option B: Appraisal
  • Upon withdrawal, a qualified appraiser, selected by mutual agreement, will determine the fair market value of the withdrawing partner's interest.
• A partner may be expelled from the partnership for [Grounds for Expulsion] upon a [Percentage]% vote of the other partners.

11. Transferability of Partnership Interests

• No partner may transfer their partnership interest without the prior written consent of the other partners.
• Option: Right of First Refusal
  • The other partners shall have a right of first refusal to purchase the transferring partner's interest.

12. Dissolution

• The partnership shall dissolve upon the occurrence of any of the following events:
  • Expiration of the term (if applicable).
  • Unanimous agreement of the partners.
  • Bankruptcy of a partner.
  • Death of a partner (subject to continuation agreement, if any).
  • Judicial decree.
• Upon dissolution, the assets of the partnership shall be liquidated and distributed in accordance with Arizona law (ARS Title 29).

13. Non-Competition and Confidentiality

• Option A: Non-Competition Clause
  • During the term of this agreement and for a period of [Number] years after termination, no partner shall engage in any business that is competitive with the business of the partnership within a [Number] mile radius of the principal place of business.
• All partners shall maintain the confidentiality of the partnership's proprietary information.

14. Partner Duties and Fiduciary Obligations

• Each partner shall act in good faith and deal fairly with the partnership and the other partners.
• Each partner owes a fiduciary duty to the partnership as defined under Arizona law.
• Option: Limitation of Fiduciary Duty
  • To the extent permitted by Arizona law, the partners agree that the following activities will not constitute a breach of fiduciary duty: [Description of Permitted Activities]. _Note: Arizona law may restrict the permissibility of such waivers._

15. Dispute Resolution

• Option A: Mediation
  • Any dispute arising out of or relating to this agreement shall be resolved through mediation in Arizona before resorting to arbitration or litigation.
• Option B: Arbitration
  • Any dispute arising out of or relating to this agreement shall be resolved by binding arbitration in Arizona, in accordance with the rules of the American Arbitration Association.
• Option C: Litigation
  • Any dispute arising out of or relating to this agreement shall be resolved in the state or federal courts located in [County Name] County, Arizona.

16. Governing Law

• This agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

17. Amendment

• This agreement may be amended only by a written instrument signed by all of the partners.

18. Notices

• All notices under this agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by certified mail, return receipt requested, to the addresses set forth above.

19. Indemnification and Insurance

• The partnership shall indemnify each partner against any loss, damage, or liability incurred by reason of their acting on behalf of the partnership, except in cases of gross negligence or willful misconduct.
• Option: Insurance
  • The partnership shall maintain liability insurance in an amount of no less than [Dollar Amount].

20. Tax Matters

• The partnership shall file all necessary federal and Arizona state tax returns.
• [Partner Name] is designated as the Partnership Representative for tax purposes.

21. Death, Incapacity, or Bankruptcy

• Option A: Buyout Upon Death/Incapacity
  • Upon the death or incapacity of a partner, the remaining partners shall have the option to purchase the deceased or incapacitated partner's interest in accordance with the buyout provisions set forth above.
• Option B: Dissolution Upon Death/Incapacity
  • Upon the death or incapacity of a partner, the partnership shall dissolve unless the remaining partners unanimously agree to continue the business.
• The bankruptcy of a partner shall be an event of dissolution.

22. Compliance with Arizona Law

• This agreement is intended to comply with the Arizona Revised Statutes (ARS Title 29), including the Arizona Uniform Partnership Act, as applicable. The partners agree to execute any documents necessary to comply with Arizona law, including filings with the Arizona Corporation Commission or Secretary of State.

23. Electronic Signatures

• This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.

24. Costs and Expenses

• All costs and expenses incurred in connection with the formation and operation of the partnership shall be paid out of partnership funds.

25. Miscellaneous

• Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this agreement if such failure is caused by an event of force majeure.
• Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Optional Clauses

• Non-Solicitation: During the term of this agreement and for a period of [Number] years after termination, no partner shall solicit the employees or customers of the partnership.
• Insurance Requirements: Each partner shall maintain professional liability insurance in an amount of no less than [Dollar Amount].
• Additional Partner Covenants: [List any additional covenants agreed upon by the partners].

IN WITNESS WHEREOF, the parties have executed this Partnership Agreement as of the date first written above.

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

[Partner 3 Signature]

[Partner 3 Printed Name]