Nevada partnership agreement template

Nevada Partnership Agreement

Agreement Title: [Title of Agreement]

Execution Date: [Date]

Partners:

• Partner 1: [Name], [Address]
• Partner 2: [Name], [Address]
• (Add more as needed)

Type of Partnership:

• Option A: General Partnership
• Option B: Limited Partnership
• Option C: Limited Liability Partnership

Principal Business Operations Location: [Address]

Partnership Purpose:

• [Description of Business Activities and Objectives]

Term of Partnership:

• Option A: Fixed Term: [Start Date] to [End Date]
• Option B: At-Will
• Option C: Project-Specific: [Project Description]

Initial Capital Contributions:

• Partner 1: [Amount] [Currency]
  • Form:
    • Option A: Cash
    • Option B: Property: [Description of Property], Valued at [Amount] [Currency]
    • Option C: Services: [Description of Services], Valued at [Amount] [Currency]
• Partner 2: [Amount] [Currency]
  • Form:
    • Option A: Cash
    • Option B: Property: [Description of Property], Valued at [Amount] [Currency]
    • Option C: Services: [Description of Services], Valued at [Amount] [Currency]
• Additional Capital Calls: [Procedure for Additional Capital Calls]
• Admission of Additional Partners: [Process for Admitting Additional Partners]
• Mandatory Capital Contributions:
  • Option A: Mandatory
  • Option B: Waived

Ownership Interests / Profit and Loss Sharing Ratios:

• Option A: Equal Shares
• Option B: Unequal Shares:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • (Add more as needed)
• Shares Linked to Contributions: [Description of How Shares are Linked to Contributions]
• Special Agreements Regarding Shares: [Description of Any Special Agreements]

Management and Decision-Making:

• Day-to-Day Management Authority: [Description of Authority]
• Major Decisions:
  • Option A: Unanimous Consent Required
  • Option B: Supermajority Consent Required: [Percentage]%
• Managing Partners / Managers: [Name(s) of Managing Partner(s) / Manager(s)]
• Voting Rights: [Description of Voting Rights]
• Meeting Frequency: [Frequency]
• Notice Requirements: [Number] days prior notice.
• Deadlock Resolution: [Method for Breaking Deadlocks]

Partner Duties and Obligations:

• Fiduciary Duty: Yes
• Duty of Loyalty and Care: Yes
• Non-Competition:
  • Option A: Yes: [Description of Non-Competition Restrictions]
  • Option B: No
• Non-Solicitation:
  • Option A: Yes: [Description of Non-Solicitation Restrictions]
  • Option B: No
• Confidentiality: Yes

Accounting Methods:

• [Description of Accounting Methods]
• Fiscal Year: [Start Date] to [End Date]
• Maintenance of Books and Records: [Location and Description of Maintenance]
• Access Rights: Partners have access to all books and records.
• Banks: [Name of Bank(s)]
• Auditors: [Name of Auditor(s)]
• Annual Accounts: [Process for Preparing and Approving Annual Accounts]

Allocation and Distribution of Profits and Losses:

• Procedures and Timing: [Description of Procedures and Timing]
• Reserves: [Policy for Setting Aside Reserves]
• Distribution Frequency: [Frequency]
• Distribution Method:
  • Option A: Cash
  • Option B: In-Kind: [Description of In-Kind Distributions]
• Treatment of Undistributed Amounts: [Policy for Undistributed Amounts]
• Special Profit Allocations:
  • Option A: Preferred Returns: [Description of Preferred Returns]
  • Option B: Management Fees: [Description of Management Fees]

Partner Compensation:

• Salaries: [Salaries]
• Guaranteed Payments: [Guaranteed Payments]
• Expense Reimbursement: [Policy on Expense Reimbursement]
• Partner Draws: [Procedures for Approving Partner Draws]

Bank Accounts:

• Bank: [Name of Bank]
• Account Number: [Account Number]
• Withdrawal Requirements: [Description of Withdrawal Requirements]
  • Option A: Single Signature Required
  • Option B: Multi-Signature Required: [Number of Signatures Required]

Admission, Retirement, Resignation, Expulsion, Death or Incapacity of a Partner:

• Admission of New Partners: [Consent Thresholds, Background Checks, Contribution Requirements, Amendment of Agreement]
• Retirement/Resignation: [Procedure for Retirement/Resignation]
• Expulsion: [Procedure for Expulsion]
• Death/Incapacity: [Procedure for Death/Incapacity]

Buyout Rights and Obligations:

• Valuation Formula:
  • Option A: Book Value
  • Option B: Appraised Value: [Appraisal Process]
  • Option C: Predetermined Formula: [Description of Formula]
• Payment Terms: [Description of Payment Terms]
  • Option A: Installment Payments: [Description of Installment Payments]
  • Option B: Offsets: [Description of Offsets]

Transferability of Partnership Interests:

• Restrictions on Assignment:
  • Option A: Yes: [Description of Restrictions]
  • Option B: No
• Rights of First Refusal:
  • Option A: Yes: [Description of Rights]
  • Option B: No
• Put-Call Arrangements:
  • Option A: Yes: [Description of Arrangements]
  • Option B: No
• Buy-Sell Provisions: [Description of Provisions]

Dissolution and Winding Up:

• Events Triggering Dissolution: [Majority Vote, Deadlock, Bankruptcy, Expiration, Court Order]
• Liquidation Process: [Description of Liquidation Process]
• Order of Payment: [Order of Payment to Creditors, Partners]
• Final Settlement: [Final Settlement Procedures]

Dispute Resolution:

• [Negotiation, Mediation, Arbitration, Court Litigation]
  • Option A: Negotiation
  • Option B: Mediation
  • Option C: Arbitration
  • Option D: Court Litigation
• Jurisdiction: [Jurisdiction]
• Choice of Law:
  • Option A: [State] Law
  • Option B: Nevada Law

Amendments:

• Required Consent Percentage: [Percentage]%
• Notice Process: [Description of Notice Process]
• Effectuation Process: [Description of Effectuation Process]

Representations and Warranties:

• Authority: Each partner warrants they have the authority to enter into this agreement.
• Legal Capacity: Each partner warrants they have the legal capacity to enter into this agreement.
• Non-Contravention: Each partner warrants this agreement does not violate other agreements.
• Compliance with Law: Each partner warrants they will comply with all applicable laws.

Indemnity and Limitation of Liability:

• Protection for Managing Partners: [Description of Protection]
• Indemnification Procedures: [Description of Procedures]
• Exclusions: [Description of Exclusions]
• Liability Caps: [Description of Liability Caps]

Insurance Requirements:

• Business Insurance: [Coverage Types and Levels]
• Liability Insurance: [Coverage Types and Levels]
• Key Person Insurance: [Coverage Types and Levels]
• Procurement Responsibilities: [Description of Responsibilities]

Tax Matters:

• Filing Tax Returns: [Method for Filing]
• Partnership Representative: [Name of Partnership Representative]
• Allocation of Tax Items: [Description of Allocation]
• Tax Audits: [Procedure for Handling Tax Audits]
• Compliance: Each partner will comply with all state and federal tax requirements.

Confidentiality and Non-Disclosure:

• Terms: [Description of Terms]
• Intellectual Property: [Description of Provisions]
• Trade Secrets: [Description of Provisions]
• Handling of Information: [Procedures for Handling Information]

Special Nevada Considerations:

• Governing Law: This agreement shall be governed by the laws of the State of Nevada, including the Nevada Revised Statutes (NRS) regarding partnerships.
• Business License: Each Partner is responsible for securing a necessary business license from the Nevada Secretary of State.
• Annual List Filing: Partners are responsible for filing the Nevada annual list of officers and directors with the Nevada Secretary of State.
• Forum Selection: Any dispute arising under this agreement will be brought in the courts of Clark County, Nevada.

Force Majeure and Unforeseen Events:

• [Procedures for Excusing Performance or Extending Timelines]
  • Acts of God
  • Regulatory Changes

Notices and Communications:

• Addresses:
  • Partner 1: [Address], [Email]
  • Partner 2: [Address], [Email]
  • (Add more as needed)
• Allowable Forms: [Email, Mail, Courier]
• Change of Address: [Procedure for Change of Address]

General Provisions:

• Severability: If any provision of this agreement is held to be invalid, the remaining provisions shall remain in full force and effect.
• 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.
• 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.
• 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.
• Electronic Execution: This agreement may be executed and delivered electronically and upon such delivery shall be deemed effective and binding upon the parties.