Idaho partnership agreement template

Idaho Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name (if applicable)], residing at [Partner 3 Address]

The parties above are hereinafter collectively referred to as "Partners."

1. Formation of Partnership

• The Partners hereby form a [General Partnership or Limited Partnership or Limited Liability Partnership (LLP)] under the laws of the State of Idaho.
• The principal place of business of the Partnership shall be located at [Partnership Business Address].
  • The registered agent for the Partnership in Idaho, if applicable, is [Registered Agent Name], with a registered office at [Registered Office Address].

2. Business Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business Activities].
• The Partnership is specifically prohibited from engaging in the following activities: [Description of Prohibited Activities].

3. Term

• Option A: The term of this Partnership shall commence on [Effective Date] and shall continue for a fixed term of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of this Partnership shall commence on [Effective Date] and shall continue perpetually, unless sooner terminated as provided herein.
• Amendment or Extension: Any amendment or extension of the term of this Partnership shall require the written consent of [Percentage or Number] of the Partners.

4. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the following:
  • [Partner 1 Name]: [Form of Contribution (e.g., Cash, Property, Services)], valued at [Dollar Amount or Description of Value], to be contributed by [Date].
  • [Partner 2 Name]: [Form of Contribution (e.g., Cash, Property, Services)], valued at [Dollar Amount or Description of Value], to be contributed by [Date].
  • [Partner 3 Name (if applicable)]: [Form of Contribution (e.g., Cash, Property, Services)], valued at [Dollar Amount or Description of Value], to be contributed by [Date].
• Additional Capital Contributions:
  • Option A: Additional capital contributions shall only be made with the unanimous written consent of all Partners.
  • Option B: Additional capital contributions may be requested by [Managing Partner or Percentage of Partners] upon [Number] days' written notice to the other Partners.
• Failure to Contribute: If a Partner fails to contribute the agreed-upon capital, the other Partners may [Specify Consequences, e.g., reduce ownership percentage, loan to partnership with interest].

5. Ownership Percentages

• The ownership percentages of the Partners in the Partnership shall be as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name (if applicable)]: [Percentage]%
• Adjustments to Ownership Shares:
  • Ownership shares shall be adjusted with further capital contributions according to [Specify Formula or Method].

6. Profits and Losses

• Profits and losses of the Partnership shall be allocated to the Partners in proportion to their ownership percentages.
• Distribution Frequency: Profits shall be distributed to the Partners [Frequency, e.g., annually, quarterly].
• Reinvestment/Retention:
  • Option A: Profits may only be reinvested or retained in the Partnership with the unanimous written consent of all Partners.
  • Option B: Profits may be reinvested or retained in the Partnership at the discretion of [Managing Partner or Percentage of Partners].

7. Management and Decision-Making

• Option A: Management shall be vested in all Partners, with each Partner having equal voting rights.
• Option B: Management shall be vested in a Managing Partner: [Managing Partner Name].
• Quorum: A quorum for any meeting of the Partners shall consist of [Percentage or Number] of the Partners.
• Voting Procedures: Decisions shall be made by [Simple Majority or Supermajority] vote of the Partners.

8. Operational Responsibilities

• [Partner 1 Name] shall be responsible for [Specific Functions, e.g., accounting, client management].
• [Partner 2 Name] shall be responsible for [Specific Functions, e.g., marketing, operations].
• [Partner 3 Name (if applicable)] shall be responsible for [Specific Functions].
• Managerial Absence: In the event of a Partner's absence or incapacity, [Specify Alternate Partner or Procedure].

9. Partner Duties and Obligations

• Non-Compete:
  • Option A: During the term of this Partnership and for a period of [Number] years following its termination, each Partner shall not engage in any business that is competitive with the business of the Partnership within a [Radius] mile radius of the Partnership's principal place of business.
  • Option B: No Non-Compete clause.
• Confidentiality: Each Partner shall maintain the confidentiality of all confidential information of the Partnership.
• Non-Solicitation:
  • Option A: During the term of this Partnership and for a period of [Number] years following its termination, each Partner shall not solicit the employees or customers of the Partnership.
  • Option B: No Non-Solicitation clause.
• Conflict of Interest: Each Partner shall disclose any potential conflicts of interest to the other Partners.

10. Admission of New Partners

• The admission of any new Partner shall require the written consent of [Percentage or Number] of the existing Partners.
• New Partner Contributions: New Partners shall contribute [Form of Contribution, e.g., cash, property], valued at [Dollar Amount].
• Adjustment to Profit Shares: Upon the admission of a new Partner, the profit shares of the existing Partners shall be adjusted as follows: [Specify Adjustment Formula].

11. Withdrawal

• A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• Buyout of Shares: Upon withdrawal, the withdrawing Partner's interest in the Partnership shall be bought out by the Partnership at a price determined by [Valuation Method, e.g., appraisal, formula].
• Payment Timeline: Payment for the withdrawing Partner's interest shall be made within [Number] days of the effective date of withdrawal.
• Repurchase/Transfer: The remaining partners shall have the right to [specify repurchase or transfer terms of the withdrawing partner's interest].

12. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Expiration of the term (if applicable).
  • Mutual agreement of all Partners.
  • Bankruptcy of a Partner.
  • Judicial decree.
• Winding Up: Upon dissolution, the assets of the Partnership shall be distributed in the following order:
  • Payment of debts and liabilities of the Partnership.
  • Return of capital contributions to the Partners.
  • Distribution of remaining assets to the Partners in proportion to their ownership percentages.
• Post-Dissolution Liabilities: Each partner is responsible for liabilities as outlined in Idaho Statute Title 53, Chapter 3, or successor legislation.

13. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State].
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• Option C: Any dispute arising out of or relating to this Agreement shall be resolved through litigation in the courts of the State of Idaho, County of [County Name].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

14. Accounting and Reporting

• The Partnership shall maintain accurate and complete books and records.
• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Partner Access: Each Partner shall have access to the books and records of the Partnership.
• Accountant/Auditor: The Partnership shall appoint an accountant or auditor to [Specify Responsibilities].

15. Tax Treatment

• The Partnership shall file all required tax returns.
• Tax Allocations: Profits and losses shall be allocated to the Partners as specified in Schedule K-1.
• Estimated Payments: Each Partner shall be responsible for making estimated tax payments.
• Tax Matters Partner: [Partner Name] shall be the Tax Matters Partner for the Partnership.

16. Assignment

• No Partner may assign or sell their interest in the Partnership without the written consent of [Percentage or Number] of the other Partners.
• Encumbrances: No Partner may encumber their interest in the Partnership without the written consent of [Percentage or Number] of the other Partners.

17. Partner Remuneration

• Draws on Profits: Each Partner may take draws on profits in accordance with [Specify Draw Schedule or Limitations].
• Guaranteed Payments: [Partner Name] shall receive a guaranteed payment of [Dollar Amount] per [Time Period].
• Expense Reimbursement: Partners shall be reimbursed for reasonable expenses incurred on behalf of the Partnership.
• Partner Loans:
  • Option A: Partners may loan money to the Partnership with interest at a rate of [Percentage]%.
  • Option B: Partners may not loan money to the Partnership.

18. Insurance

• Option A: The Partnership shall maintain buy-sell life insurance on each Partner in the amount of [Dollar Amount].
• Option B: The Partnership shall maintain business liability insurance with coverage of [Dollar Amount].
• Handling of Insured Events: In the event of an insured event, the proceeds shall be used to [Specify Use of Proceeds].

19. Compliance Representations

• Each Partner represents and warrants that they have the full legal capacity to enter into this Agreement.
• Each Partner represents and warrants that this Agreement does not conflict with any prior agreements.
• Each Partner agrees to comply with all applicable laws and regulations, including the Idaho Uniform Partnership Act (Idaho Code Title 53, Chapter 3) and all local regulations.
• The Partnership shall obtain all necessary business licenses and permits.

20. Amendments

• This Agreement may be amended only by a written instrument signed by [Percentage or Number] of the Partners.

21. Notice

• Any notice required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or sent by certified mail, return receipt requested, to the address of the Partner as set forth in this Agreement.

22. Indemnification

• The Partnership shall indemnify and hold harmless each Partner from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) incurred by such Partner in connection with the business of the Partnership.
• Limitation on Liability: No Partner shall be liable to the Partnership or any other Partner for any act or omission, except in the case of gross negligence or willful misconduct.

23. Binding Effect

• This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, successors, and assigns.

24. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

26. Integration

• This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

27. Idaho Specific Compliance

• This agreement is intended to comply with the Idaho Uniform Partnership Act (Idaho Code Title 53, Chapter 3).
• The Partners shall comply with all applicable Idaho tax registration and filing requirements.

28. Special Provisions

• [Optional: Include any special provisions specific to the Partnership, e.g., provisions for agricultural partnerships or professional partnerships]

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name (if applicable)]