Oregon partnership agreement template

Oregon Partnership Agreement

This Oregon Partnership Agreement (the "Agreement") is made and entered into as of this [Date], by and among:

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1";
  • Type: [Individual/Corporation/LLC/etc.]
  • Contact: [Partner 1 Phone Number], [Partner 1 Email Address]
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2";
  • Type: [Individual/Corporation/LLC/etc.]
  • Contact: [Partner 2 Phone Number], [Partner 2 Email Address]
• [Partner 3 Full Legal Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3";
  • Type: [Individual/Corporation/LLC/etc.]
  • Contact: [Partner 3 Phone Number], [Partner 3 Email Address]

(Collectively, the "Partners").

1. Type of Partnership

• Option A: General Partnership
• Option B: Limited Partnership. If selected, a Certificate of Limited Partnership must be filed with the Oregon Secretary of State pursuant to ORS Chapter 70.
• Option C: Limited Liability Partnership (LLP). If selected, registration as an LLP with the Oregon Secretary of State is required per ORS Chapter 67.
• Option D: Limited Liability Limited Partnership (LLLP). If selected, the Partnership must comply with Oregon LLLP requirements and registration with the Secretary of State.

2. Partnership Business

• The principal business purpose of the Partnership shall be: [Description of Business Purpose].
• The name of the Partnership shall be: [Partnership Name].
• The principal place of business of the Partnership shall be: [Partnership Address].

3. Partnership Duration

• Option A: Fixed Term. The term of this Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: At-Will. The Partnership shall continue until terminated as provided herein.

4. Capital Contributions

• Partner 1 shall contribute [Amount] of [Cash/Property/Services] on or before [Date].
• Partner 2 shall contribute [Amount] of [Cash/Property/Services] on or before [Date].
• Partner 3 shall contribute [Amount] of [Cash/Property/Services] on or before [Date].
• Ownership Percentages:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • Partner 3: [Percentage]%
• Additional Contributions:
  • Option A: No additional contributions shall be required.
  • Option B: Additional contributions may be required upon a [Unanimous/Majority] vote of the Partners. The amount and timing of such contributions shall be determined by the Partners. Failure to contribute will result in [Consequences, e.g., dilution of ownership].

5. Profit and Loss Allocation and Distributions

• Profits and Losses shall be allocated:
  • Option A: Equally among the Partners.
  • Option B: In proportion to their respective capital contributions.
  • Option C: As mutually agreed upon in writing by the Partners as follows: [Specific Allocation Method].
• Distributions shall be made to the Partners: [Distribution Schedule, e.g., quarterly, annually].
• Partner Draws: Partners may take draws against anticipated profits, subject to a limit of [Amount] per [Time Period]. Any draws exceeding allocated profit at year-end must be [Returned/Treated as a Loan].

6. Authority, Duties, and Obligations of Partners

• Day-to-Day Management: Each Partner shall have the authority to bind the Partnership in the ordinary course of business.
• Decision-Making:
  • Option A: Decisions shall be made by a [Unanimous/Majority/Proportional] vote of the Partners.
  • Option B: Specific decisions requiring unanimous consent: [List of Decisions].
• Voting Rights: Voting rights shall be proportional to each Partner's ownership percentage.
• Admission of New Partners:
  • Option A: New Partners may be admitted upon a [Unanimous/Majority] vote of the existing Partners.
  • Option B: New Partners are not permitted under this agreement.
• Withdrawal, Transfer, or Expulsion:
  • Option A: A Partner may withdraw upon [Number] days' written notice to the other Partners.
  • Option B: Transfer of a Partner's interest is prohibited without the [Unanimous/Majority] consent of the other Partners.
  • Option C: Expulsion of a Partner requires [Grounds for Expulsion] and a [Unanimous/Majority] vote of the other Partners. Any expelled Partner will be bought out at [Buyout Formula/Fair Market Value].

7. Management Roles

• Option A: No specific management roles are designated.
• Option B: A Managing Partner shall be designated as [Partner Name], with the following responsibilities: [List of Responsibilities].

8. Recordkeeping

• The Partnership shall maintain accurate and complete books and records in accordance with [Accounting Method, e.g., GAAP].
• The fiscal year of the Partnership shall end on [Date].
• Annual reports shall be prepared and distributed to the Partners within [Number] days of the end of the fiscal year.
• All Partners shall have access to the Partnership's books and records.
• The Partnership shall maintain a registered agent in Oregon at: [Registered Agent Name and Address].

9. Partner Compensation

• Option A: No Partner shall receive a salary or guaranteed payment.
• Option B: Partner [Partner Name] shall receive a guaranteed payment of [Amount] per [Time Period].
• Option C: Special allocations of profits or losses to specific partners: [Details of Special Allocations].

10. Partnership Assets and Liabilities

• All property acquired by the Partnership shall be owned by the Partnership as an entity.
• Upon dissolution, the Partnership's assets shall be distributed in accordance with the provisions of Section 16.
• The Partners shall be jointly and severally liable for the debts and obligations of the Partnership.

11. Partnership Debts, Guarantees, and Insurance

• The Partnership may incur debt as necessary to conduct its business.
• Any Partner who guarantees a debt of the Partnership shall be indemnified by the Partnership.
• The Partnership shall maintain [Type] insurance with coverage of at least [Amount]. The Partnership shall also maintain worker's compensation insurance as required by Oregon law. Bonding requirements will be dependent on the type of work performed, if applicable, and should be reviewed with legal counsel.

12. Partner Obligations

• Option A: Non-Compete. During the term of this Agreement and for [Number] years thereafter, each Partner shall not engage in any business that is competitive with the Partnership's business within a [Radius] mile radius of the Partnership's principal place of business. (Note: Oregon law places restrictions on the enforceability of non-compete agreements.)
• Option B: Non-Solicitation. During the term of this Agreement and for [Number] years thereafter, each Partner shall not solicit the Partnership's employees or customers.
• Confidentiality: Each Partner shall maintain the confidentiality of the Partnership's confidential information.
• Intellectual Property: All intellectual property created by a Partner in connection with the Partnership's business shall be owned by the Partnership.

13. Dispute Resolution

• Option A: Mediation. Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City, Oregon] before resorting to litigation.
• Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Oregon] in accordance with the rules of the American Arbitration Association.
• Option C: Court Jurisdiction. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, Oregon].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

14. Death, Incapacity, or Bankruptcy of a Partner

• In the event of the death, incapacity, or bankruptcy of a Partner, the Partnership shall:
  • Option A: Dissolve and wind up its affairs.
  • Option B: Continue, with the deceased, incapacitated, or bankrupt Partner's interest being bought out by the remaining Partners at [Buyout Formula/Fair Market Value]. The deceased Partner's interest shall be transferred to his or her estate. The incapacitated or bankrupt Partner's interest shall be transferred to his or her legal representative.

15. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Expiration of the fixed term (if applicable).
  • Achievement of the Partnership's objectives.
  • [Unanimous/Majority] vote of the Partners.
  • Regulatory action or court order.
  • As otherwise provided by Oregon law.

16. Winding Up

• Upon dissolution, the Partners shall wind up the affairs of the Partnership, which shall include:
  • Liquidating the Partnership's assets.
  • Paying the Partnership's debts and obligations.
  • Distributing the remaining assets to the Partners in accordance with their respective ownership percentages, subject to ORS 67.235.

17. Tax Allocation

• The Partnership shall allocate taxable income and losses to the Partners in accordance with the Internal Revenue Code and Oregon income tax law.
• The Partnership shall designate a Partnership Representative as required by federal tax law. The initial Partnership Representative shall be: [Name of Partner].

18. Oregon Statutory Compliance

• This Agreement is intended to comply with the provisions of the Oregon Revised Uniform Partnership Act (ORUPA), ORS Chapter 67.

19. Anti-Discrimination

• The Partnership shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by federal or Oregon law.

20. Fiduciary Duties

• Each Partner shall owe a fiduciary duty of loyalty and care to the Partnership and the other Partners, as defined by ORS 67.165 and ORS 67.170.

21. Boilerplate Clauses

• Amendment: This Agreement may be amended only by a written instrument signed by all of the Partners.
• 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.
• 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.
• Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.
• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by an event of force majeure.
• Counterparts/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 have the same force and effect as original signatures.

22. Oregon Secretary of State Filings (If Applicable)

• If this is a Limited Partnership or Limited Liability Partnership, the necessary filings will be made with the Oregon Secretary of State to register the Partnership. Annual reports will be filed as required by Oregon law.

23. Compliance with Oregon Law

• The Partnership shall comply with all applicable Oregon laws, regulations, and licensing requirements.

24. Special Clauses

• Option A: Trade Secrets Protection: The Partners acknowledge that the Partnership's trade secrets are valuable assets and agree to take all reasonable steps to protect them.
• Option B: Indemnification Limits: The Partners agree that the Partnership shall not be liable for indemnification of any Partner beyond the amount of the Partnership's insurance coverage, subject to Oregon law.
• Option C: Assignment Restrictions: No Partner may assign his or her interest in the Partnership without the [Unanimous/Majority] written consent of the other Partners.
• Option D: Additional Regulatory Compliance: The Partnership shall comply with all applicable industry-specific regulations, including [Specific Regulations, e.g., Oregon liquor laws, environmental regulations].

IN WITNESS WHEREOF, the parties have executed this 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]