Rhode Island partnership agreement template

Rhode Island Partnership Agreement

This Partnership Agreement is made and effective as of [Effective Date], by and among:

• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1"; and
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2"; and
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3."

1. Formation of Partnership

• Option A: The Partners hereby agree to form a general partnership under the laws of the State of Rhode Island.
• Option B: The Partners hereby agree to form a limited partnership under the laws of the State of Rhode Island. The general partner(s) shall be [Name(s) of General Partner(s)], and the limited partner(s) shall be [Name(s) of Limited Partner(s)].
• Option C: The Partners hereby agree to form a limited liability partnership (LLP) under the laws of the State of Rhode Island.

2. Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name].
• The principal place of business of the Partnership shall be located at [Partnership Address] in the State of Rhode Island.
  • Option A: The Partnership may establish additional places of business at such locations as the Partners may determine.
  • Option B: The Partnership’s place of business may only be relocated within the State of Rhode Island with the unanimous consent of the partners.

3. Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business].
  • Option A: The Partnership shall only engage in the business described above.
  • Option B: The Partnership may engage in other related businesses as agreed upon by the Partners.

4. Term

• Option A: The term of this Partnership shall commence on [Start 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 [Start Date] and shall continue at-will/indefinitely, until terminated as provided herein.

5. Capital Contributions

• The initial capital contributions of the Partners shall be as follows:
  • Partner 1: [Description of Contribution] valued at [Dollar Amount].
  • Partner 2: [Description of Contribution] valued at [Dollar Amount].
  • Partner 3: [Description of Contribution] valued at [Dollar Amount].
• Option A: No additional capital contributions shall be required from the Partners.
• Option B: Additional capital contributions may be required from the Partners upon a vote of [Percentage]% of the Partners.
  • If a Partner fails to make a required capital contribution, the other Partners shall have the right to [Consequences of Failure to Contribute].

6. Profits, Losses, and Distributions

• The net profits and losses of the Partnership shall be allocated among the Partners as follows:
  • Partner 1: [Percentage]%.
  • Partner 2: [Percentage]%.
  • Partner 3: [Percentage]%.
  • Option A: Profits and losses shall be allocated equally among the Partners.
  • Option B: Profits and losses shall be allocated in proportion to the Partners' respective capital contributions.
• Distributions of Partnership profits shall be made to the Partners [Frequency of Distributions].

7. Management

• Each Partner shall have the right to participate in the management and control of the Partnership business.
  • Option A: Decisions shall be made by a simple majority vote of the Partners.
  • Option B: Certain major decisions shall require a unanimous vote of the Partners, including but not limited to [List of Major Decisions Requiring Unanimous Vote].
• The day-to-day management of the Partnership shall be the responsibility of [Managing Partner Name].
  • Option A: The managing partner shall have the authority to [Authority of Managing Partner].
  • Option B: All partners will equally share day to day management responsibilities.

8. New Partners

• No new Partner may be admitted to the Partnership without the [Percentage]% consent of the existing Partners.
  • Option A: A new Partner shall contribute capital to the Partnership as agreed upon by the existing Partners.
  • Option B: A new partner will be subject to a probationary period of [Duration].

9. Withdrawal, Retirement, Death, or Incapacity

• A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
  • Upon withdrawal, the withdrawing Partner shall be entitled to receive [Payment Terms for Withdrawing Partner].
• In the event of the death or incapacity of a Partner, the Partnership shall [Procedure Upon Death or Incapacity].
  • Option A: Automatically dissolve.
  • Option B: Continue with the remaining partners buying out the deceased or incapacitated partner's interest.

10. Partner Obligations

• Each Partner shall devote their best efforts and abilities to the Partnership business.
• Each Partner owes a fiduciary duty to the Partnership and the other Partners, including a duty of loyalty, care, and disclosure.
  • Option A: Partners may not engage in any business that competes with the Partnership.
  • Option B: Partners may engage in other businesses, provided that such businesses do not materially conflict with the interests of the Partnership.
• Partners shall keep all Partnership information confidential.

11. Financial Matters

• The fiscal year of the Partnership shall end on [Date].
• The Partnership shall maintain accurate books and records of all Partnership transactions.
• Partners shall have the right to inspect the Partnership books and records at any reasonable time.

12. Amendment

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

13. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Method of Dispute Resolution].
  • Option A: Mediation, with the mediation to be held in Rhode Island.
  • Option B: Arbitration, with the arbitration to be conducted in accordance with the rules of the American Arbitration Association, and to be held in Rhode Island.
  • Option C: Litigation in the courts of the State of Rhode Island.

14. Termination and Dissolution

• The Partnership may be terminated and dissolved upon the occurrence of any of the following events:
  • The agreement of all Partners.
  • The death, incapacity, or withdrawal of a Partner (unless otherwise agreed).
  • The sale of all or substantially all of the Partnership's assets.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order:
  • First, to creditors of the Partnership.
  • Second, to the Partners in proportion to their capital contributions.
  • Third, any remaining balance will be distributed per the agreed upon distribution ratios (Section 6).

15. Rhode Island Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.

16. Compliance

• The Partnership shall comply with all applicable federal, state, and local laws and regulations, including those specific to businesses operating in Rhode Island.
  • Option A: Specifically, the Partnership will maintain compliance with [list of specific state regulations].

17. Insurance

• The Partnership shall maintain insurance coverage in such amounts and types as the Partners may deem necessary.

18. 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 or relating to 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.

19. Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, no Partner shall engage in any business that competes with the Partnership within a [Number] mile radius of the Partnership's principal place of business in Rhode Island.
• Option B: No partner shall be bound by a non-compete agreement after termination of this partnership.

20. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by certified mail, return receipt requested, to the Partners at their addresses set forth above.

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]