Tennessee partnership agreement template

Tennessee Partnership Agreement

This Partnership Agreement (the "Agreement") is made and entered into as of this [Date], by and among the following individuals, hereinafter referred to individually as "Partner" and collectively as the "Partners":

• [Partner Name 1], residing at [Partner Address 1]
• [Partner Name 2], residing at [Partner Address 2]
• [Partner Name 3], residing at [Partner Address 3] (if applicable)

1. Formation and Purpose

• The Partners hereby form a general partnership (the "Partnership") under the laws of the State of Tennessee.
• The purpose of the Partnership is to engage in the business of [Description of Business Activities].
• The principal place of business of the Partnership shall be located at [Business Address], in Tennessee.

2. Term

• The term of the Partnership shall commence on [Start Date] and shall continue:
  • Option A: Until [End Date].
  • Option B: Until the completion of [Specific Project].
  • Option C: Indefinitely, until dissolved as provided herein.

3. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, including the Tennessee Uniform Partnership Act.

4. Capital Contributions

• The initial capital contributions of each Partner shall be as follows:
  • [Partner Name 1]: [Contribution Amount/Description] (e.g., \$[Dollar Amount] cash, or [Description] of property)
  • [Partner Name 2]: [Contribution Amount/Description] (e.g., \$[Dollar Amount] cash, or [Description] of property)
  • [Partner Name 3]: [Contribution Amount/Description] (if applicable) (e.g., [Description] of services rendered)
• Valuation of Non-Cash Contributions:
  • Option A: Agreed upon value of [Asset]: \$[Dollar Amount]
  • Option B: Fair market value as determined by [Appraisal Method].
• Future Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional contributions may be required as determined by a [Vote Type, e.g., majority] vote of the Partners. If so, each Partner shall contribute in proportion to their Partnership interest.
• Failure to Contribute:
  • Option A: Failure to contribute required capital shall result in a reduction of the defaulting Partner's Partnership interest by [Percentage].
  • Option B: The other Partners may loan the required amount to the defaulting Partner at an interest rate of [Interest Rate]%.

5. Ownership and Allocation of Profits and Losses

• The percentage ownership interest of each Partner in the Partnership shall be as follows:
  • [Partner Name 1]: [Percentage]%
  • [Partner Name 2]: [Percentage]%
  • [Partner Name 3]: [Percentage]% (if applicable)
• Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective ownership interests.
• Distributions:
  • Option A: Distributions shall be made to the Partners [Frequency, e.g., quarterly].
  • Option B: Distributions shall be made as determined by a [Vote Type, e.g., majority] vote of the Partners.
  • Option C: Each Partner shall have a drawing account, and may draw up to [Dollar Amount] per [Time Period, e.g., month].

6. Management and Decision-Making

• Each Partner shall have the authority to bind the Partnership.
• Voting:
  • Option A: Decisions shall be made by simple majority vote of the Partners.
  • Option B: Certain major decisions shall require unanimous consent of the Partners. Major decisions include: [List of Major Decisions].
  • Option C: Voting shall be proportional to each partner's ownership interest.
• Managing Partner(s):
  • Option A: [Partner Name] is designated as the Managing Partner and shall have the authority to [Specific Authority].
  • Option B: There shall be no designated Managing Partner.
• Deadlock: In the event of a deadlock, the Partners agree to [Deadlock Resolution Method, e.g., mediation, arbitration].

7. Partner Duties and Restrictions

• Partners shall devote their full time and attention to the business of the Partnership.
• Non-Compete:
  • Option A: During the term of this Agreement and for [Number] years after withdrawal or termination, Partners shall not engage in any business that competes with the Partnership within [Geographic Area]. Note: Tennessee courts carefully scrutinize non-compete agreements.
  • Option B: There shall be no non-compete restriction.
• Confidentiality: Partners shall maintain the confidentiality of all Partnership information.
• Non-Solicitation:
  • Option A: During the term of this Agreement and for [Number] years after withdrawal or termination, Partners shall not solicit the Partnership's employees or customers.
  • Option B: There shall be no non-solicitation restriction.

8. Admission of New Partners

• New Partners may be admitted to the Partnership only with the [Vote Type, e.g., unanimous] consent of the existing Partners.
• New Partners shall contribute capital as determined by the existing Partners.

9. Transfer of Partnership Interests

• No Partner may transfer their Partnership interest without the [Vote Type, e.g., unanimous] consent of the other Partners.
• Right of First Refusal:
  • Option A: In the event a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase the interest at [Valuation Method].
  • Option B: There is no right of first refusal.

10. Partner Withdrawal, Retirement, and Expulsion

• Withdrawal: A Partner may withdraw from the Partnership by providing [Number] days' written notice to the other Partners.
• Retirement: A Partner may retire from the Partnership upon reaching the age of [Age].
• Expulsion: A Partner may be expelled from the Partnership for [Grounds for Expulsion, e.g., gross misconduct, breach of fiduciary duty] by a [Vote Type, e.g., unanimous] vote of the other Partners.
• Buyout: Upon withdrawal, retirement, or expulsion, the departing Partner shall be entitled to a buyout of their Partnership interest. The buyout price shall be determined as follows:
  • Option A: [Fixed Formula]
  • Option B: Fair market value as determined by an independent appraisal.

11. Liability and Indemnification

• Each Partner shall be jointly and severally liable for the debts and obligations of the Partnership, except as otherwise provided by Tennessee law for limited liability partnerships.
• Indemnification: The Partnership shall indemnify each Partner against any loss or liability incurred by reason of their activities on behalf of the Partnership, except in cases of gross negligence or willful misconduct.

12. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Negotiation.
  • Option B: Mediation.
  • Option C: Binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, Tennessee].

13. Accounting and Record-Keeping

• The Partnership shall maintain accurate and complete books and records.
• The fiscal year of the Partnership shall be [Start Month] to [End Month].
• Each Partner shall have the right to access the Partnership's books and records.

14. Tax Treatment

• The Partnership shall be treated as a partnership for federal and state income tax purposes.
• [Partner Name] is designated as the Tax Matters Partner.

15. Partner Meetings

• Meetings of the Partners shall be held [Frequency, e.g., monthly].
• Notice of meetings shall be given [Number] days in advance.
• A quorum for meetings shall consist of [Number] Partners.

16. Dissolution and Winding Up

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Death or bankruptcy of a Partner.
  • Agreement of all Partners.
  • As otherwise required by Tennessee law.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order:
  • Payment of debts and liabilities.
  • Return of capital contributions.
  • Distribution of remaining assets in proportion to ownership interests.

17. Representations and Warranties

• Each Partner represents and warrants that they have the legal capacity to enter into this Agreement.

18. 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.

19. Amendment

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

20. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. 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 addresses set forth above.

22. Insurance

• The Partnership shall maintain [Insurance Type, e.g., general liability] insurance in the amount of [Dollar Amount].

23. Tennessee Specific Provisions

• Fictitious Name: If the Partnership operates under a fictitious name, the Partners shall comply with Tennessee Code Annotated § 48-7-101 regarding registration of the fictitious name.
• Tennessee Uniform Partnership Act: This Partnership is governed by the Tennessee Uniform Partnership Act, as amended.
• Registered Agent: [Partner Name], residing at [Partner Address], is designated as the registered agent of the partnership in Tennessee.

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

____________________________

[Partner Name 1]

____________________________

[Partner Name 2]

____________________________

[Partner Name 3] (if applicable)