Utah partnership agreement template

Utah Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], with contact information [Partner 1 Phone Number] and [Partner 1 Email], and tax identification number [Partner 1 TIN].
• [Partner 2 Name], residing at [Partner 2 Address], with contact information [Partner 2 Phone Number] and [Partner 2 Email], and tax identification number [Partner 2 TIN].
• [Partner 3 Name], residing at [Partner 3 Address], with contact information [Partner 3 Phone Number] and [Partner 3 Email], and tax identification number [Partner 3 TIN].

(Collectively, the "Partners").

1. Formation and Type of Partnership

This Agreement forms a partnership under the laws of the State of Utah.

• Option A: General Partnership
• Option B: Limited Partnership. The general partner(s) are: [Name(s) of General Partner(s)]. The limited partner(s) are: [Name(s) of Limited Partner(s)].
• Option C: Limited Liability Partnership (LLP). This partnership intends to register as an LLP with the Utah Department of Commerce.
• Option D: Limited Liability Limited Partnership (LLLP). This partnership intends to register as an LLLP with the Utah Department of Commerce. The general partner(s) are: [Name(s) of General Partner(s)]. The limited partner(s) are: [Name(s) of Limited Partner(s)].

The partnership shall be known as [Partnership Name]. If applicable, the partnership name is/will be registered with the Utah Department of Commerce under file number [State File Number].

2. Business Purpose and Principal Place of Business

The purpose of the partnership is to engage in the business of [Description of Business].

• Option A: The principal place of business shall be located at [Principal Place of Business Address].
• Option B: The partnership may conduct business at such other place or places as the Partners may from time to time determine. These locations include: [List of Additional Business Locations].

3. Effective Date and Term

This Agreement shall become effective as of [Effective Date].

• Option A: The term of this partnership shall be perpetual, unless terminated as provided in this Agreement.
• Option B: The term of this partnership shall be for a fixed period of [Number] years, commencing on the Effective Date and expiring on [Expiration Date].
  • Option 1: This Agreement shall automatically renew for successive terms of [Number] years unless any Partner provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option 2: This Agreement will not automatically renew and will terminate on the Expiration Date unless the Partners affirmatively agree in writing to extend the term.

4. Capital Contributions

Each Partner shall contribute to the capital of the partnership the amounts set forth below:

• [Partner 1 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services). Value assigned to property or services: [Dollar Amount].
• [Partner 2 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services). Value assigned to property or services: [Dollar Amount].
• [Partner 3 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services). Value assigned to property or services: [Dollar Amount].

• Option A: Additional Capital Contributions: The Partners may be required to make additional capital contributions in such amounts and at such times as determined by a [Percentage]% vote of the Partners.
• Option B: No additional capital contributions shall be required of any Partner.
  • If any Partner fails to make a required additional capital contribution, the other Partners shall have the right to contribute the deficiency, which shall be treated as a loan to the defaulting Partner at an interest rate of [Percentage]% per annum.
  • Any failed contribution will reduce the defaulting partner’s ownership interest according to [Formula or Method].

A capital account shall be maintained for each Partner.

5. Ownership Interests

The ownership interests of each Partner in the partnership are as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]%

• Option A: All ownership interests shall be of equal class.
• Option B: The partnership shall have different classes of ownership interests as follows: [Description of Share Classifications and Rights].

6. Division of Profits and Losses

The net profits and losses of the partnership shall be divided among the Partners in proportion to their ownership interests.

• Option A: Distributions shall be made [Frequency of Distribution, e.g., quarterly, annually].
• Option B: Distributable profits shall be defined as [Definition of Distributable Profits].

Undistributed earnings shall [Option: accrue to the Partners' capital accounts / not accrue to the Partners' capital accounts].

7. Voting Rights and Decision Making

Each Partner shall have voting rights in proportion to their ownership interest.

• Option A: Major actions, including but not limited to admitting new partners, dissolving the partnership, or amending this Agreement, shall require a [Percentage]% vote of the Partners.
• Option B: Major actions require unanimous consent of all partners.

In the event of a tie vote, the decision shall be made by [Tie-breaker Mechanism].

8. Management

The management of the partnership shall be vested in the Partners.

• Option A: [Partner Name] shall be the managing partner.
• Option B: A management committee consisting of [Number] Partners shall be formed. The members of the management committee are: [List of Committee Members].

Each partner has [Option: actual authority / apparent authority] to bind the partnership. The following actions require express consent of all partners: [List of Restricted Actions].

9. Partner Duties and Responsibilities

Each Partner shall devote such time and attention to the business of the partnership as may be reasonably necessary.

• Option A: Each partner will work [Number] hours per week.
• Option B: The specific duties of each partner are as follows: [List of Partner Duties].

Each Partner shall have a fiduciary duty of loyalty and care to the partnership and the other Partners. Partners are required to keep accurate records, and report to other partners about partnership matters [Reporting frequency].

10. Admission and Expulsion of Partners

New Partners may be admitted to the partnership upon a [Percentage]% vote of the existing Partners.

• Option A: The buy-in price for a new Partner shall be determined by [Valuation Method].
• Option B: Current partners have the right to first refusal on any potential new partner.

A Partner may be expelled from the partnership for [Grounds for Expulsion] upon a [Percentage]% vote of the other Partners. The expelled partner will be bought out based on [Valuation Method]. Notice requirements: [Number] days written notice. Expulsion is subject to Utah RUPA Section 601 non-waivable rights.

11. Transfer of Partnership Interests

No Partner may transfer, sell, or assign their partnership interest without the written consent of [Percentage]% of the other Partners.

• Option A: The other Partners shall have a right of first refusal to purchase the transferring Partner's interest.
• Option B: Transfer will trigger a forced buyout at [Valuation and Payment Terms].

12. Partner Withdrawal, Retirement, Incapacity, Death, and Expulsion

A Partner may withdraw from the partnership by giving [Number] days' written notice to the other Partners.

• Option A: Upon withdrawal, the withdrawing Partner shall be entitled to receive the value of their partnership interest as determined by [Valuation Method].
• Option B: Withdrawal will trigger dissolution of the partnership.

In the event of a Partner's death or incapacity, the partnership shall [Option: continue / dissolve]. If continuing, the deceased/incapacitated partner’s estate or representative will receive the value of the partner’s interest based on [Valuation Method].

13. Dissolution and Winding Up

The partnership shall be dissolved upon the occurrence of any of the following events: [List of Dissolution Events].

Winding up authority is vested in [Partner(s) or Other Party].

Upon dissolution, the assets of the partnership shall be distributed in the following order:

1. To creditors of the partnership (including Partner loans).
2. To Partners in proportion to their capital accounts.

14. Partner Compensation

Partners shall be compensated as follows:

• Option A: Partners shall receive draws against their share of profits. Draws will be [Frequency, e.g., monthly, quarterly] in the amount of [Dollar Amount].
• Option B: Partners shall receive guaranteed payments in the amount of [Dollar Amount] per [Time Period].

Reimbursement of expenses will be [Method for Reimbursement]. Partners will [Option: receive / not receive] management fees.

15. Banking and Financial Management

The partnership shall maintain a bank account at [Bank Name] located at [Bank Address].

All funds of the partnership shall be used solely for the business of the partnership.

The partnership books and records shall be maintained at [Location of Records] and shall be open to inspection by any Partner at any reasonable time.

• Option A: The partnership shall appoint an accountant to prepare financial statements.
• Option B: The partnership shall retain an auditor to conduct an annual audit.

16. Tax Treatment

The partnership shall file a federal and Utah state partnership tax return.

[Partner Name] is designated as the Tax Matters Partner.

The accounting method used by the partnership shall be [Accounting Method].

Tax liabilities shall be allocated among the Partners in proportion to their ownership interests.

17. Insurance

The partnership shall maintain the following insurance coverage:

• Property insurance
• Liability insurance
• Workers' compensation insurance (if applicable)
• Professional liability/Occupational Coverage insurance (if applicable, and as required by Utah law)

18. Confidentiality

Each Partner shall maintain the confidentiality of all partnership affairs, trade secrets, and proprietary information.

• Option A: This obligation shall continue for [Number] years after termination of this Agreement.
• Option B: This obligation shall be perpetual.

19. Non-Competition and Non-Solicitation

• Option A: During the term of this Agreement and for a period of [Number] years after termination, no Partner shall engage in any business that competes with the partnership within a radius of [Number] miles from the principal place of business. (Enforceability limited by Utah law; must be reasonable in scope, time, and territory.)
• Option B: During the term of this Agreement and for a period of [Number] years after termination, no Partner shall solicit any customers or employees of the partnership. (Enforceability limited by Utah law; must be reasonable in scope, time, and territory.)
• Option C: There are no non-competition or non-solicitation clauses in this agreement.

20. Conflict of Interest

Each Partner shall disclose any potential conflicts of interest to the other Partners.

• Option A: Self-dealing transactions shall be prohibited.
• Option B: Any self-dealing transactions must be approved by a [Percentage]% vote of the other Partners.

21. Indemnification and Liability Limitations

The partnership shall indemnify each Partner against any losses, claims, or damages incurred in connection with the business of the partnership, except for losses caused by the Partner's gross negligence or willful misconduct.

• Option A: No Partner shall be personally liable for the debts or obligations of the partnership beyond their capital contribution (relevant for LLP/LLLP).
• Option B: Each partner shall be fully liable for the debts and obligations of the partnership.

22. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: Negotiation
• Option B: Mediation
• Option C: Arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, State].
• Option D: Litigation in the courts of the State of Utah.

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

23. Force Majeure

No Partner shall be liable for any failure to perform their obligations under this Agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or natural disasters.

24. Amendment

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

25. Severability

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

26. 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.

27. 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.

28. Notices

All notices and other communications 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 email to the addresses set forth in Section 1.

29. Utah-Specific Clauses

• Option A: This partnership acknowledges that it is subject to the Revised Uniform Partnership Act (RUPA) as adopted by Utah.
• Option B: This partnership shall comply with all applicable Utah Department of Commerce registration requirements.
• Option C: Community property considerations relating to spousal interests: [Statement Regarding Community Property Rights].
• Option D: This agreement [Option: Requires / Does not require] notarization.

30. Anti-Discrimination Clause

The partnership shall comply with all applicable federal and state anti-discrimination laws.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name]