Maryland partnership agreement template

Maryland Partnership Agreement

This Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among:

• [Partner Name 1], residing at [Address 1], a citizen of [Citizenship 1] (hereinafter "Partner 1")
• [Partner Name 2], residing at [Address 2], a citizen of [Citizenship 2] (hereinafter "Partner 2")
• [Partner Name 3], residing at [Address 3], a citizen of [Citizenship 3] (hereinafter "Partner 3") (collectively, the "Partners").

The Partners agree to form a partnership subject to the terms and conditions set forth in this Agreement and in accordance with the Maryland Uniform Partnership Act (or Maryland Revised Uniform Partnership Act, as applicable).

Partnership Name and Principal Place of Business

• Option A: The name of the partnership shall be [Partnership Name], doing business as ([DBA Name]), if applicable.
• Option B: The principal place of business of the Partnership shall be located at [Address], Maryland. Additional business locations may be established as agreed upon by the Partners.

Nature of Business

• Option A: The purpose of the Partnership is to engage in the business of [Description of Business].
• Option B: The Partnership may engage in any lawful business as may be agreed upon by the Partners, consistent with the laws of the State of Maryland.

Term

• Option A: The term of this Partnership shall commence on the effective date of this Agreement 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 the effective date of this Agreement and shall continue until terminated as provided herein.

Type of Partnership

• Option A: This Partnership shall be a general partnership.
• Option B: This Partnership shall be a limited partnership. Partner [Partner Name] shall be the General Partner and Partner [Partner Name] shall be the Limited Partner.

Capital Contributions

• Partner 1 shall contribute [Description of Contribution 1, e.g., Cash, Property, Services] valued at [Dollar Amount 1].
• Partner 2 shall contribute [Description of Contribution 2, e.g., Cash, Property, Services] valued at [Dollar Amount 2].
• Partner 3 shall contribute [Description of Contribution 3, e.g., Cash, Property, Services] valued at [Dollar Amount 3].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required as determined by a [Percentage]% vote of the Partners.

Admission of New Partners

• Option A: New partners may be admitted only with the unanimous written consent of all existing Partners.
• Option B: New partners may be admitted with the consent of [Percentage]% of the existing Partners and upon contribution of capital in an amount to be determined at the time of admission.

Percentage Interest and Profit/Loss Sharing

• Partner 1 shall have a [Percentage]% interest in the Partnership.
• Partner 2 shall have a [Percentage]% interest in the Partnership.
• Partner 3 shall have a [Percentage]% interest in the Partnership.
• Profits and losses shall be allocated among the Partners in proportion to their respective percentage interests.

Distributions

• Distributions of available cash flow shall be made to the Partners [Frequency of Distributions, e.g., Quarterly, Annually] in proportion to their respective percentage interests.
• Option A: No guaranteed payments shall be made to any Partner.
• Option B: Partner [Partner Name] shall receive a guaranteed payment of [Dollar Amount] per [Time Period].

Management

• Option A: All Partners shall have equal rights in the management and conduct of the Partnership business.
• Option B: A Managing Partner shall be designated. [Partner Name] shall serve as the initial Managing Partner. The Managing Partner shall have the authority to [Description of Authority].
• Voting Rights:
  • Option A: Each Partner shall have one vote.
  • Option B: Voting shall be proportional to each Partner's percentage interest.
• Meetings: Partnership meetings shall be held [Frequency of Meetings]. Notice of meetings shall be given at least [Number] days prior to the meeting.

Duties, Obligations, and Restrictions

• Non-Competition:
  • Option A: Partners shall be permitted to engage in other businesses, provided such activities do not materially interfere with the Partnership's business.
  • Option B: Partners shall not engage in any business that directly competes with the Partnership's business during the term of this Agreement and for a period of [Number] years after withdrawal from the Partnership, within a radius of [Number] miles from the Partnership's principal place of business.
• Time and Effort: Each Partner shall devote [Description of Time Commitment, e.g., Full-time, Part-time] to the Partnership's business.

Authority to Bind the Partnership

• Option A: Any Partner may bind the Partnership to contracts and obligations.
• Option B: Only the Managing Partner [Partner Name] or Partners acting together with [Percentage]% interest can bind the Partnership to contracts exceeding [Dollar Amount].

Conflicts of Interest

Partners shall disclose any potential conflicts of interest to the other Partners promptly. Related-party transactions shall be approved by a [Percentage]% vote of the disinterested Partners.

Books and Records

The Partnership shall maintain complete and accurate books and records at its principal place of business. The fiscal year of the Partnership shall end on [Date].

Bank Accounts

Partnership funds shall be deposited in a bank account or accounts maintained in the name of the Partnership at [Bank Name]. All withdrawals shall require the signature of [Designated Signatories].

Tax Matters

[Partner Name] is designated as the Tax Matters Partner (or Partnership Representative, as applicable under current IRS rules). The Partnership shall make all tax elections as are determined to be in the best interests of the Partnership and its Partners, including, if applicable, an election under Section 754 of the Internal Revenue Code. Allocations for tax purposes shall be in accordance with Section 704(b) of the Internal Revenue Code and the regulations thereunder.

Compensation

• Option A: Partners shall not receive any compensation other than distributions of profits.
• Option B: Partners shall receive compensation as follows: [Description of Compensation Arrangements, e.g., Salary, Drawings, Reimbursement of Expenses].

Indemnification

The Partnership shall indemnify each Partner against any losses, expenses, or liabilities incurred by such Partner in connection with the Partnership's business, provided that the Partner acted in good faith and within the scope of their authority.

Withdrawal

• Voluntary Withdrawal: A Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.
• Mandatory Withdrawal: A Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any of the following events: death, disability, bankruptcy, or expulsion for cause.
• Buy-Out: The remaining Partners shall have the option to purchase the withdrawing Partner's interest in the Partnership at a price determined by [Method of Valuation, e.g., Book Value, Appraisal, Agreed Formula]. Payment shall be made in [Payment Terms].

Transfer of Partnership Interests

No Partner may transfer or assign their interest in the Partnership without the prior written consent of [Percentage]% of the other Partners. The remaining Partners shall have a right of first refusal to purchase the transferring Partner's interest.

Dissolution

• The Partnership shall be dissolved upon the occurrence of any of the following events:
  • Unanimous written consent of all Partners.
  • Expiration of the term, if any, as set forth in Section 3.
  • Other: [Specify Other Dissolution Events].
• Upon dissolution, the assets of the Partnership shall be liquidated and distributed in the following order of priority: (i) to creditors of the Partnership; (ii) to the Partners in proportion to their capital accounts; and (iii) to the Partners in proportion to their respective percentage interests.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Method of Dispute Resolution, e.g., Mediation, Arbitration, Litigation] in [City, State]. If litigation is pursued, it shall be venued in the state or federal courts located in [County], Maryland.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles.

Confidentiality

All Partners shall maintain the confidentiality of the Partnership's business information, client information, and trade secrets.

Intellectual Property

All inventions, trademarks, domain names, and trade secrets developed during the Partnership shall be owned by the Partnership.

Non-Disparagement

No Partner shall make any disparaging or defamatory statements about the Partnership or any other Partner.

Insurance

The Partnership shall maintain insurance coverage, including general liability insurance in an amount of not less than [Dollar Amount].

Compliance with Maryland Law

This agreement is intended to comply with all applicable laws of the State of Maryland, including but not limited to the Maryland Uniform Partnership Act (or Maryland Revised Uniform Partnership Act, as applicable).

Waiver and Amendment

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. This Agreement may be amended only by a written instrument signed by all of the Partners.

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 among the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the address of each Partner as set forth in the introductory paragraph of this Agreement.

Additional Provisions

[Insert any additional provisions here, e.g., Partner Evaluations, Business Development Requirements, Special Allocations]

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

____________________________
[Partner Name 1]

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[Partner Name 2]

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[Partner Name 3]