Washington partnership agreement template

Washington Partnership Agreement

This Partnership Agreement is made and entered into as of this [Date], by and among the following partners:

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

1. Formation and Type of Partnership

• Option A: General Partnership
  This Agreement forms a general partnership under the laws of the State of Washington, specifically the Revised Uniform Partnership Act (RUPA), RCW 25.05 et seq. No state registration is required.
• Option B: Limited Partnership
  This Agreement forms a limited partnership under the laws of the State of Washington. The partnership shall file a Certificate of Limited Partnership with the Washington Secretary of State. The general partner is [General Partner Name].
• Option C: Limited Liability Partnership
  This Agreement forms a limited liability partnership under the laws of the State of Washington. The partnership shall register as an LLP with the Washington Secretary of State and comply with all LLP requirements under Washington law, RCW 25.05.

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 [City], Washington.

3. Term

• Option A: Fixed Term
  The term of this partnership shall commence on [Start Date] and shall continue for a period of [Number] years, expiring on [End Date], unless sooner terminated as provided herein.
• Option B: Indefinite Term
  The term of this partnership shall commence on [Start Date] and shall continue until terminated as provided herein.
• Option C: Project-Based Term
  The term of this partnership shall commence on [Start Date] and shall continue until the completion of [Project Description], unless sooner terminated as provided herein.

4. Purpose

The purpose of the partnership is:

• Option A: Specific Purpose
  To engage in the business of [Detailed Description of Business Activity]. The Partnership will not engage in any other business activities.
• Option B: Broad Purpose
  To engage in any lawful business, purpose, or activity for which a partnership may be formed under the laws of the State of Washington.
• Option C: Multiple Purposes
  
  • To engage in the business of [Business Activity 1].
  • To engage in the business of [Business Activity 2].
  • To engage in related or ancillary activities.

5. Contributions

Each partner shall contribute to the capital of the partnership as follows:

• [Partner 1 Name]: [Description of Contribution], valued at [Dollar Amount].
• [Partner 2 Name]: [Description of Contribution], valued at [Dollar Amount].
• [Partner 3 Name]: [Description of Contribution], valued at [Dollar Amount].

Additional Contributions:

• Option A: Mandatory
  If the Partnership requires additional capital, all partners shall contribute in proportion to their initial capital contributions.
• Option B: Optional
  Additional capital contributions shall be made only with the unanimous consent of all partners.
• Option C: Loans
  Additional capital may be raised through loans from the partners or third-party lenders, subject to the approval of [Percentage]% of the partners.

6. Profits and Losses

The net profits and losses of the partnership shall be allocated among the partners as follows:

• Option A: Proportional to Contribution
  In proportion to their respective capital contributions.
• Option B: Equally
  Equally among the partners.
• Option C: Specified Percentages
  
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Option D: Guaranteed Payments
  [Partner Name] shall receive a guaranteed payment of [Dollar Amount] per [Time Period], which will be treated as an expense of the partnership before calculating profits or losses.

7. Management and Authority

• Option A: Equal Management
  All partners shall have equal rights in the management and conduct of the partnership business.
• Option B: Managing Partner
  [Partner Name] shall be the Managing Partner and shall have the primary responsibility for the day-to-day management of the partnership. The managing partner reports to the partnership as a whole.
• Option C: Committee Management
  Management decisions shall be made by a management committee comprised of [Number] partners.

Voting Rights:

• Option A: One Vote per Partner
  Each partner shall have one vote.
• Option B: Proportional to Capital
  Voting rights shall be proportional to each partner's capital contribution.

8. Banking

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

• Option A: Single Signature
  Any partner may withdraw funds from the partnership bank account.
• Option B: Dual Signature
  Withdrawals exceeding [Dollar Amount] shall require the signatures of two partners.

9. Accounting

The partnership's fiscal year shall end on [Date].

• Option A: Cash Basis
  The partnership shall use the cash basis method of accounting.
• Option B: Accrual Basis
  The partnership shall use the accrual basis method of accounting.

The partnership shall engage [Accountant Name] to prepare its financial statements.

10. Compensation

• Option A: Profit Share Only
  Partners shall only receive compensation through their share of partnership profits.
• Option B: Salary and Profit Share
  In addition to their share of partnership profits, [Partner Name] shall receive a salary of [Dollar Amount] per [Time Period].

11. Admission and Withdrawal

New Partners:

• Option A: Unanimous Consent
  New partners may be admitted only with the unanimous consent of all existing partners.
• Option B: Majority Vote
  New partners may be admitted with the approval of [Percentage]% of the existing partners.

Withdrawal:

• A partner may withdraw from the partnership by providing [Number] days' written notice to the other partners.
• Upon withdrawal, the departing partner shall be entitled to receive the value of their partnership interest, as determined by [Valuation Method].

12. Non-Competition, Non-Solicitation, and Confidentiality

Each partner agrees:

• Option A: To refrain from competing with the partnership during the term of this agreement and for a period of [Number] years thereafter within a radius of [Number] miles from the principal place of business.
• Option B: Not to solicit the partnership's employees or customers during the term of this agreement and for a period of [Number] years thereafter.
• To maintain the confidentiality of the partnership's proprietary information.

13. Dissolution

The partnership may be dissolved upon:

• The agreement of all partners.
• The expiration of the term, if applicable.
• The death, withdrawal, or bankruptcy of a partner, unless the remaining partners agree to continue the partnership.

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

1. To creditors of the partnership.
2. To partners for loans made to the partnership.
3. To partners for the return of their capital contributions.
4. To partners in proportion to their share of profits.

14. Dispute Resolution

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

• Option A: Through Mediation
  First through mediation in [City, State], administered by [Mediation Organization].
• Option B: Through Arbitration
  Then, if mediation fails, through binding arbitration in [City, State], administered by [Arbitration Organization], in accordance with its rules. The laws of Washington shall govern the proceedings.
• Option C: Through Litigation
  In the courts of Washington.

15. Indemnification

• Option A: Mutual Indemnification
  Each partner shall indemnify and hold harmless the other partners from any losses, damages, or liabilities arising out of their conduct in connection with the partnership business, except for acts of gross negligence or willful misconduct.
• Option B: Partnership Indemnification
  The partnership shall indemnify and hold harmless each partner from any losses, damages, or liabilities arising out of their conduct in connection with the partnership business, except for acts of gross negligence or willful misconduct.

16. Partnership Property

All assets acquired by the partnership shall be owned by the partnership as an entity.

17. Compliance with Laws

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The Partnership will comply with all applicable Washington state and local regulations, including business license requirements and tax obligations.

18. Amendment

This Agreement may be amended only by a written instrument signed by all partners.

19. Severability

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

20. Entire Agreement

This Agreement constitutes the entire agreement among the partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

21. 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.

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]