Nebraska partnership agreement template

Nebraska Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], and/or organized under the laws of [State of Formation] (hereinafter “Partner 1”), owning [Percentage]% interest. [Partner 1 Contact Information]
• [Partner 2 Name], residing at [Partner 2 Address], and/or organized under the laws of [State of Formation] (hereinafter “Partner 2”), owning [Percentage]% interest. [Partner 2 Contact Information]
• [Partner 3 Name], residing at [Partner 3 Address], and/or organized under the laws of [State of Formation] (hereinafter “Partner 3”), owning [Percentage]% interest. [Partner 3 Contact Information]

(Collectively, the “Partners”).

1. Partnership Formation

• Option A: Name and Principal Place of Business

  • The name of the partnership shall be [Partnership Name] (the “Partnership”). The principal place of business of the Partnership shall be located at [Partnership Address] in the State of Nebraska.

• Option B: Purpose and Scope

  • The purpose of the Partnership is to engage in the business of [Description of Business] within the State of Nebraska and any other lawful business activity incidental thereto.

• Option C: Duration

  • Option 1: Fixed Term

    • The term of the Partnership shall commence on [Effective Date] and shall continue until [Termination Date], unless sooner terminated as provided herein.

  • Option 2: Perpetual

    • The term of the Partnership shall commence on [Effective Date] and shall continue perpetually, unless sooner terminated as provided herein.

2. Capital Contributions

• Option A: Initial Contributions

  • Each Partner shall contribute to the capital of the Partnership the following:
  • Partner 1: [Description of Contribution for Partner 1], valued at [Dollar Amount]
  • Partner 2: [Description of Contribution for Partner 2], valued at [Dollar Amount]
  • Partner 3: [Description of Contribution for Partner 3], valued at [Dollar Amount]

• Option B: Additional Contributions

  • Option 1: Required Additional Contributions

    • The Partners may be required to make additional capital contributions upon a [Unanimous/Majority/Supermajority] vote of the Partners. The amount and timing of such contributions shall be determined by the Partners at that time.

  • Option 2: Permitted Additional Contributions

    • Partners are permitted to make additional capital contributions with the consent of [Unanimous/Majority/Supermajority] of the other partners.

• Option C: Contribution Defaults

  • If a Partner fails to make a required capital contribution, the other Partners shall have the right to [Describe Consequences of Default, e.g., reduce defaulting partner's percentage, dilute interest, sue for the contribution, loan to the partnership].

3. Allocation of Profits and Losses and Distributions

• Option A: Allocation of Profits and Losses

  • Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective percentage ownership interests as set forth above.
  • OR
  • Profits and losses of the Partnership shall be allocated as follows:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • Partner 3: [Percentage]%

• Option B: Distributions

  • Distributions of cash or other property shall be made to the Partners at such times and in such amounts as determined by [Unanimous/Majority/Managing Partner] consent, subject to the needs of the business.
  • Tax Allocation Provisions: [Describe Tax Allocation Strategy e.g., IRS 704(b) compliant allocations]

• Option C: Reserves and Retained Earnings

  • The Partnership shall maintain such reserves and retained earnings as deemed necessary by [Unanimous/Majority/Managing Partner] consent for the proper operation of the business.

4. Management and Decision-Making

• Option A: Authority of Partners

  • Each Partner shall have the authority to act on behalf of the Partnership in the ordinary course of business.

• Option B: Extraordinary Matters

  • The following matters shall require the [Unanimous/Majority/Supermajority] consent of the Partners:
  • [List of Extraordinary Matters, e.g., borrowing money, selling assets, admitting new partners, amending this agreement]

• Option C: Voting Rights

  • Each Partner shall have voting rights in proportion to their percentage ownership interest in the Partnership.
  • OR
  • Each Partner shall have one vote.

• Option D: Managing Partner

  • Option 1: Appointment

    • [Name of Partner] is hereby appointed as the Managing Partner of the Partnership, with the authority to [Describe Managing Partner's Authority].

  • Option 2: Delegation

    • The Managing Partner may delegate day-to-day operational responsibilities to employees or other Partners.

5. Partner Compensation

• Option A: Guaranteed Payments/Salary

  • Option 1: Guaranteed Payments

    • Partners shall receive guaranteed payments as follows:
    • Partner 1: [Dollar Amount] per [Time Period]
    • Partner 2: [Dollar Amount] per [Time Period]
    • Partner 3: [Dollar Amount] per [Time Period]

  • Option 2: No Guaranteed Payments

    • No Partner shall receive guaranteed payments or a salary.

• Option B: Reimbursement of Expenses

  • Partners shall be reimbursed for reasonable expenses incurred on behalf of the Partnership, subject to proper documentation and approval.

• Option C: Draws/Advances

  • Partners may take draws or advances against their share of profits, subject to approval by [Unanimous/Majority/Managing Partner].

6. Partner Duties and Restrictions

• Option A: Fiduciary Duties

  • Each Partner shall owe the Partnership and the other Partners the duties of loyalty, care, and good faith as required by the Nebraska Revised Uniform Partnership Act.

• Option B: Outside Activities

  • Option 1: Permitted

    • Partners may engage in other business activities, provided such activities do not materially conflict with the interests of the Partnership.

  • Option 2: Restricted

    • Partners shall not engage in any other business activities that compete with the Partnership without the [Unanimous/Majority] consent of the other Partners.

• Option C: Use of Partnership Property

  • No Partner shall use Partnership property for personal gain without the consent of [Unanimous/Majority] of the other Partners.

7. Admission of New Partners

• Option A: Conditions

  • New Partners may be admitted to the Partnership upon [Unanimous/Majority/Supermajority] vote of the existing Partners.

• Option B: Capital Contribution

  • New Partners shall be required to make a capital contribution to the Partnership, the amount and terms of which shall be determined by the existing Partners.

• Option C: Amendment

  • The admission of a new Partner shall require an amendment to this Agreement reflecting the new Partner's ownership interest and other relevant terms.

8. Partner Withdrawal and Transfer of Interest

• Option A: Voluntary Withdrawal

  • Option 1: Notice Requirement

    • A Partner may voluntarily withdraw from the Partnership by providing [Number] days written notice to the other Partners.

  • Option 2: Buyout Rights

    • Upon withdrawal, the remaining Partners shall have the right to purchase the withdrawing Partner’s interest in the Partnership.

  • Option 3: Calculation of Buyout Price

    • The buyout price shall be determined by [Describe Valuation Method, e.g., independent appraisal, formula based on earnings].

  • Option 4: Non-Compete

    • The withdrawing Partner shall [Not/Shall] be subject to a non-compete agreement for a period of [Number] years within [Geographic Area].

• Option B: Involuntary Withdrawal

  • Option 1: Expulsion for Cause

    • A Partner may be expelled from the Partnership for cause, including but not limited to [List Causes, e.g., breach of fiduciary duty, criminal activity], upon [Unanimous/Majority/Supermajority] vote of the other Partners.

  • Option 2: Incapacity/Death

    • The incapacity or death of a Partner shall result in the involuntary withdrawal of that Partner from the Partnership.

• Option C: Transfer of Partnership Interests

  • Option 1: Restriction on Transfer

    • No Partner may transfer their interest in the Partnership without the [Unanimous/Majority] consent of the other Partners, consistent with the Nebraska Revised Uniform Partnership Act.

  • Option 2: Right of First Refusal

    • Prior to transferring their interest, a Partner must offer the other Partners the right of first refusal to purchase the interest on the same terms offered to a third party.

9. Dissolution and Winding Up

• Option A: Dissolution Events

  • The Partnership shall dissolve upon the occurrence of any of the following events:
  • [Unanimous/Majority] agreement of the Partners.
  • The expiration of the Partnership's term (if a fixed-term partnership).
  • An event making it unlawful for the Partnership to continue its business.
  • Judicial determination of dissolution per Nebraska law.

• Option B: Winding Up Procedures

  • Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order:
  • Payment of Partnership debts to creditors.
  • Repayment of loans from Partners to the Partnership.
  • Distribution to Partners in proportion to their capital accounts.

• Option C: Filing Requirements

  • Upon dissolution, the Partners shall file all necessary paperwork with the Nebraska Secretary of State as required by Nebraska law.

10. Dispute Resolution

• Option A: Negotiation

  • The Partners shall first attempt to resolve any disputes through good-faith negotiation.

• Option B: Mediation

  • If negotiation fails, the Partners shall attempt to resolve the dispute through mediation with a mutually agreed-upon mediator in [City, Nebraska].

• Option C: Arbitration

  • If mediation fails, the dispute shall be resolved through binding arbitration in [City, Nebraska] in accordance with the rules of the American Arbitration Association.

• Option D: Litigation

  • Any dispute not resolved through negotiation, mediation, or arbitration shall be resolved in the courts of [County] County, Nebraska.

11. Governing Law and Amendment

• Option A: Governing Law

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

• Option B: Amendment

  • This Agreement may be amended only by a written instrument signed by [Unanimous/Majority/Supermajority] of the Partners.

12. Representations and Warranties

• Each Partner represents and warrants to the other Partners that:
• They have the full power and authority to enter into this Agreement.
• Their execution and performance of this Agreement will not violate any other agreement to which they are a party.
• They are familiar with the risks associated with the Partnership’s business.

13. Regulatory Compliance

The Partnership shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Nebraska Revised Uniform Partnership Act and all applicable business licensing requirements in Nebraska. The Partnership shall register with the Nebraska Secretary of State if required.

14. Indemnification and Liability

• Option A: Indemnification

  • The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of the Partner's activities on behalf of the Partnership, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the Partner's gross negligence or willful misconduct.

• Option B: Limitation of Liability

  • To the fullest extent permitted by Nebraska law, no Partner shall be liable to the other Partners for any act or omission in connection with the business of the Partnership, except for acts of gross negligence or willful misconduct.

• Option C: Insurance

  • The Partnership shall maintain such insurance policies as deemed necessary by [Unanimous/Majority/Managing Partner], including but not limited to liability insurance and workers' compensation insurance.

15. Record Keeping and Tax Matters

• Option A: Record Keeping

  • [Name of Partner or Firm] shall maintain the books and records of the Partnership, which shall be available for inspection by any Partner at reasonable times.

• Option B: Accounting Method

  • The Partnership shall use the [Accrual/Cash] method of accounting.

• Option C: Tax Matters Partner

  • [Name of Partner] is hereby designated as the Tax Matters Partner for the Partnership. The Tax Matters Partner shall be responsible for representing the Partnership in all dealings with the IRS and the Nebraska Department of Revenue.

• Option D: Annual Reporting

  • The Partnership shall provide to each Partner an annual statement of profits and losses, and a balance sheet, prepared in accordance with generally accepted accounting principles.

16. Bank Accounts and Fiscal Year

• Option A: Bank Accounts

  • The Partnership shall maintain its bank accounts at [Name of Bank] in [City, Nebraska].

• Option B: Fiscal Year

  • The fiscal year of the Partnership shall end on [Month, Day].

17. Confidentiality

Each Partner agrees to hold in confidence all confidential information concerning the Partnership and its business, and shall not disclose such information to any third party without the consent of [Unanimous/Majority] of the other Partners.

18. Communication

Regular meetings of the partners shall be held [Frequency, e.g., monthly, quarterly] at [Location or Method, e.g., the partnership office, via video conference]. Notice of meetings shall be provided to each partner at least [Number] days in advance.

19. Miscellaneous

• Non-Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• 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 Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

20. Nebraska-Specific Provisions (Select as Applicable)

• Attorney-in-Fact Authority: Each partner appoints the other as attorney-in-fact for executing documents related to the partnership's business in Nebraska, with limitations as specified herein.
• Compliance with Nebraska Department of Banking and Finance: [If applicable, specify required filings or notices to the Nebraska Department of Banking and Finance].
• Public Notice/Publication: The Partners agree to comply with Nebraska’s public notice or publication laws for business formations, as needed.
• Non-Compete: The partners acknowledge that non-compete restrictions are enforceable in Nebraska subject to reasonableness and agree that the non-compete provisions here are reasonable in scope, duration, and geographic area.

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

_______________________________
[Partner 1 Name]

_______________________________
[Partner 2 Name]

_______________________________
[Partner 3 Name]