PARTNERSHIP CAPITAL CONTRIBUTION AGREEMENT
This Partnership Capital Contribution Agreement (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among the parties identified in Schedule A attached hereto (individually a "Partner" and collectively the "Partners").
RECITALS
WHEREAS, the Partners have formed or intend to form a partnership known as [PARTNERSHIP NAME] (the "Partnership"), organized under the laws of the state of [STATE], with its principal place of business located at [ADDRESS]; and
WHEREAS, the Partnership has been or will be formed for the purpose of [PARTNERSHIP PURPOSE]; and
WHEREAS, the Partners desire to make certain capital contributions to the Partnership in exchange for partnership interests and to establish their respective rights and obligations with respect to such contributions and the Partnership; and
WHEREAS, the Partners wish to document the terms and conditions governing their capital contributions to the Partnership, the resulting ownership interests, and related matters.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners hereby agree as follows:
ARTICLE 1: DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Additional Capital Contribution" means any capital contribution made by a Partner to the Partnership after the Initial Capital Contribution pursuant to the terms of this Agreement.
(b) "Capital Account" means the account maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and as described in Section 4.1 of this Agreement.
(c) "Capital Contribution" means any contribution of cash, property, intellectual property, services, or other assets made by a Partner to the Partnership pursuant to this Agreement, including Initial Capital Contributions and Additional Capital Contributions.
(d) "Initial Capital Contribution" means the capital contribution to be made by each Partner as set forth in Schedule A attached hereto.
(e) "Ownership Percentage" means, with respect to each Partner, the percentage interest in the Partnership as set forth in Schedule A, as may be adjusted from time to time in accordance with this Agreement.
(f) "Partnership Agreement" means the [PARTNERSHIP TYPE] agreement of the Partnership, as may be amended from time to time.
(g) "Partnership Interest" means a Partner's entire interest in the Partnership, including the Partner's economic interest, voting rights, and right to participate in the management of the Partnership, as applicable.
ARTICLE 2: PARTNERSHIP FORMATION AND PURPOSE
2.1 Formation. The Partners hereby confirm the formation of the Partnership as a [PARTNERSHIP TYPE] under the laws of the state of [STATE]. If not already completed, the Partners shall promptly execute and file all documents required to formally establish the Partnership in accordance with applicable law.
2.2 Name. The name of the Partnership shall be [PARTNERSHIP NAME], or such other name as the Partners may from time to time determine in accordance with the Partnership Agreement.
2.3 Principal Place of Business. The principal place of business and registered address of the Partnership shall be [ADDRESS], or such other location as the Partners may from time to time determine in accordance with the Partnership Agreement.
2.4 Purpose. The purpose of the Partnership shall be to engage in [PARTNERSHIP PURPOSE] and to conduct any and all activities related or incidental thereto as the Partners may determine from time to time in accordance with the Partnership Agreement.
2.5 Term. The term of the Partnership commenced on the date of its formation and shall continue until dissolved in accordance with the Partnership Agreement or applicable law.
ARTICLE 3: CAPITAL CONTRIBUTIONS
3.1 Initial Capital Contributions. Each Partner shall make the Initial Capital Contribution to the Partnership as set forth in Schedule A attached hereto. Such Initial Capital Contributions shall be made in accordance with the following provisions:
(a) Cash Contributions. All cash contributions shall be made by wire transfer of immediately available funds to a bank account designated by the Partnership, or by such other method as the Partners may agree upon in writing. Cash contributions shall be made in [CURRENCY] and shall be paid in full according to the timeline specified in Schedule A.
(b) Property Contributions. All contributions of real or personal property shall be made by delivery of such property to the Partnership, together with duly executed instruments of transfer and any other documents necessary to transfer good and marketable title to such property to the Partnership. Each Partner contributing property shall provide the Partnership with documentation evidencing the Partner's ownership of and right to transfer such property, as well as documentation of the fair market value of such property as determined in accordance with Section 3.5.
(c) Intellectual Property Contributions. All contributions of intellectual property shall be made by execution and delivery of appropriate assignment documents transferring all right, title, and interest in such intellectual property to the Partnership. Each Partner contributing intellectual property shall provide the Partnership with documentation evidencing the Partner's ownership of and right to transfer such intellectual property, as well as documentation of the fair market value of such intellectual property as determined in accordance with Section 3.5.
(d) Service Contributions. All contributions of services shall be documented in a separate services agreement between the contributing Partner and the Partnership, which shall specify the nature of the services, the time commitment required, performance metrics, and the agreed-upon value of such services as determined in accordance with Section 3.5.
(e) Other Asset Contributions. All contributions of other assets shall be made by delivery of such assets to the Partnership, together with duly executed instruments of transfer and any other documents necessary to transfer good and marketable title to such assets to the Partnership. Each Partner contributing other assets shall provide the Partnership with documentation evidencing the Partner's ownership of and right to transfer such assets, as well as documentation of the fair market value of such assets as determined in accordance with Section 3.5.
3.2 Contribution Timeline. Each Partner shall make their Initial Capital Contribution in accordance with the timeline set forth in Schedule A. Any Partner who fails to make their Initial Capital Contribution in full by the applicable deadline shall be deemed to be in default under this Agreement, and the Partnership shall have the remedies set forth in Section 3.7.
3.3 Additional Capital Contributions.
(a) Capital Calls. If at any time the Partners determine by the vote required under the Partnership Agreement that the Partnership requires additional capital, the Partners shall issue a written notice (a "Capital Call Notice") to all Partners. The Capital Call Notice shall specify: (i) the total amount of additional capital required; (ii) each Partner's proportionate share of such amount based on their respective Ownership Percentages (unless otherwise agreed); (iii) the purpose for which the additional capital is required; (iv) the date by which the Additional Capital Contribution must be made, which shall be at least [NUMBER] days after the date of the Capital Call Notice; and (v) the method of payment.
(b) Response to Capital Calls. Each Partner shall, within [NUMBER] days after receipt of a Capital Call Notice, provide written notice to the Partnership stating whether such Partner will make the requested Additional Capital Contribution. If a Partner fails to provide such notice within the specified period, such Partner shall be deemed to have elected not to make the requested Additional Capital Contribution.
(c) Failure to Make Additional Capital Contributions. If any Partner (a "Non-Contributing Partner") fails to make an Additional Capital Contribution as requested in a Capital Call Notice, the other Partners who have made their Additional Capital Contributions (the "Contributing Partners") shall have the following options, which may be exercised by majority vote of the Contributing Partners based on their relative Ownership Percentages:
(i) The Contributing Partners may make additional contributions to cover the shortfall created by the Non-Contributing Partner's failure to contribute, in proportion to their relative Ownership Percentages or in such other proportions as they may agree;
(ii) The Partnership may borrow the amount of the shortfall from a third party or from one or more of the Contributing Partners on such terms as the Contributing Partners may approve; or
(iii) The Partnership may reduce or abandon the purpose for which the additional capital was sought.
3.4 Dilution for Failure to Make Additional Capital Contributions. If the Contributing Partners elect to make additional contributions to cover a shortfall as provided in Section 3.3(c)(i), the Ownership Percentages of all Partners shall be adjusted as follows:
(a) The Capital Account of each Contributing Partner shall be increased by the amount of such Partner's additional contribution.
(b) The Ownership Percentage of each Partner shall be recalculated by dividing (i) the total amount of Capital Contributions made by such Partner by (ii) the total amount of Capital Contributions made by all Partners.
(c) The Partnership shall update Schedule A to reflect the adjusted Ownership Percentages and shall distribute the updated Schedule A to all Partners.
3.5 Valuation of Non-Cash Contributions.
(a) Valuation Methods. The fair market value of any non-cash contribution shall be determined as follows:
(i) For publicly traded securities, the average closing price over the [NUMBER] trading days immediately preceding the date of contribution.
(ii) For real property, by an independent appraisal performed by a licensed appraiser selected by the Partnership and paid for by the contributing Partner.
(iii) For tangible personal property with an estimated value of less than [AMOUNT], by agreement of the Partners.
(iv) For tangible personal property with an estimated value of [AMOUNT] or more, by an independent appraisal performed by a qualified appraiser selected by the Partnership and paid for by the contributing Partner.
(v) For intellectual property, by an independent valuation performed by a qualified intellectual property valuation expert selected by the Partnership and paid for by the contributing Partner.
(vi) For services, by agreement of the Partners, taking into account the nature of the services, prevailing market rates for similar services, and the time commitment required.
(vii) For any other non-cash contribution, by such method as the Partners may agree upon or, in the absence of agreement, by an independent appraisal performed by a qualified appraiser selected by the Partnership and paid for by the contributing Partner.
(b) Timing of Valuation. All valuations shall be performed and completed prior to the date of contribution, unless otherwise agreed by the Partners.
(c) Documentation. The Partnership shall maintain records of all valuations, including copies of any appraisals, valuations, or other documentation used to determine the fair market value of non-cash contributions.
3.6 Valuation Disputes.
(a) If any Partner disputes the valuation of a non-cash contribution (the "Disputing Partner"), such Partner shall deliver written notice of the dispute (a "Valuation Dispute Notice") to the Partnership and all other Partners within [NUMBER] days after receiving notice of the valuation. The Valuation Dispute Notice shall set forth in reasonable detail the basis for the dispute and the Disputing Partner's proposed valuation.
(b) The Partners shall attempt in good faith to resolve the dispute through negotiation for a period of [NUMBER] days after delivery of the Valuation Dispute Notice.
(c) If the Partners are unable to resolve the dispute through negotiation, they shall submit the dispute to a mutually agreed-upon independent appraiser or valuation expert who has not previously been involved in valuing the contribution at issue. The determination of such independent appraiser or valuation expert shall be final and binding on all Partners. The cost of such independent appraiser or valuation expert shall be shared equally by the Disputing Partner and the Partnership.
3.7 Remedies for Failure to Make Initial Capital Contributions.
(a) If any Partner fails to make their Initial Capital Contribution in full by the applicable deadline (a "Defaulting Partner"), the Partnership shall provide written notice of default to the Defaulting Partner. The Defaulting Partner shall have [NUMBER] days from receipt of such notice to cure the default by making the required contribution in full.
(b) If the Defaulting Partner fails to cure the default within the specified cure period, the non-defaulting Partners shall have the following remedies, which may be exercised by majority vote of the non-defaulting Partners based on their relative Ownership Percentages:
(i) The non-defaulting Partners may make additional contributions to cover the shortfall created by the Defaulting Partner's failure to contribute, in proportion to their relative Ownership Percentages or in such other proportions as they may agree, and the Ownership Percentages shall be adjusted as provided in Section 3.4;
(ii) The Partnership may pursue legal remedies against the Defaulting Partner, including an action for specific performance or damages;
(iii) The Partnership may reduce the Defaulting Partner's Ownership Percentage to reflect only the portion of the Initial Capital Contribution actually made by the Defaulting Partner; or
(iv) The Partnership may expel the Defaulting Partner from the Partnership, in which case the Defaulting Partner shall forfeit any Capital Contributions previously made and shall have no further rights or obligations as a Partner, except for those obligations that expressly survive termination of Partner status.
3.8 No Interest on Capital Contributions. No Partner shall be entitled to receive any interest on their Capital Contributions.
3.9 No Withdrawal of Capital Contributions. No Partner shall be entitled to withdraw any part of their Capital Contributions or to receive any distributions from the Partnership, except as expressly provided in this Agreement and the Partnership Agreement.
3.10 No Priority. Except as expressly provided in this Agreement or the Partnership Agreement, no Partner shall have priority over any other Partner with respect to the return of Capital Contributions or distributions from the Partnership.
ARTICLE 4: CAPITAL ACCOUNTS AND ALLOCATIONS
4.1 Capital Accounts.
(a) The Partnership shall maintain a separate Capital Account for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and generally accepted accounting principles.
(b) Each Partner's Capital Account shall be:
(i) Increased by (A) the amount of money contributed by such Partner to the Partnership, (B) the fair market value of property contributed by such Partner to the Partnership (net of liabilities secured by such property that the Partnership is considered to assume or take subject to), and (C) allocations to such Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax; and
(ii) Decreased by (A) the amount of money distributed to such Partner by the Partnership, (B) the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such property that such Partner is considered to assume or take subject to), and (C) allocations to such Partner of Partnership loss and deduction (or items thereof).
(c) In the event any interest in the Partnership is transferred in accordance with this Agreement and the Partnership Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.
(d) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations.
4.2 Capital Account Adjustments.
(a) The Partnership shall adjust the Capital Accounts of the Partners at least annually to reflect allocations of income, gain, loss, and deduction for the fiscal year.
(b) The Partnership shall provide each Partner with a statement of their Capital Account balance at least annually and upon reasonable request.
(c) In the event of a revaluation of Partnership property permitted under Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equal to the amount of such aggregate net adjustment and such gain or loss was allocated to the Partners in accordance with the Partnership Agreement.
4.3 Profit and Loss Allocation.
(a) Except as otherwise provided in this Agreement or the Partnership Agreement, profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective Ownership Percentages.
(b) Notwithstanding the foregoing, the allocation of profits and losses shall be subject to such special allocations as may be required under Section 704(b) of the Internal Revenue Code and the Treasury Regulations thereunder to give economic effect to the partners' agreement regarding the sharing of economic profits and losses.
ARTICLE 5: OWNERSHIP STRUCTURE
5.1 Ownership Percentages. Each Partner's initial Ownership Percentage in the Partnership shall be as set forth in Schedule A attached hereto. Such Ownership Percentages shall be adjusted from time to time in accordance with this Agreement and the Partnership Agreement.
5.2 Partnership Interests. Each Partner's Partnership Interest shall include:
(a) The right to receive distributions from the Partnership in accordance with the Partner's Ownership Percentage, as provided in the Partnership Agreement;
(b) The right to participate in the allocation of profits and losses in accordance with the Partner's Ownership Percentage, as provided in Section 4.3 and the Partnership Agreement;
(c) The right to vote on Partnership matters in accordance with Section 5.3 and the Partnership Agreement; and
(d) Such other rights and obligations as are set forth in this Agreement and the Partnership Agreement.
5.3 Voting Rights.
(a) Except as otherwise provided in this Agreement or the Partnership Agreement, each Partner shall be entitled to vote on Partnership matters in proportion to their Ownership Percentage.
(b) All decisions requiring a vote of the Partners shall be made in accordance with the voting requirements set forth in the Partnership Agreement.
(c) For purposes of clarity, a Partner's voting rights may differ from their Ownership Percentage if so provided in the Partnership Agreement.
ARTICLE 6: TRANSFER RESTRICTIONS
6.1 Restrictions on Transfer.
(a) No Partner shall sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber all or any part of their Partnership Interest (a "Transfer") without the prior written consent of Partners holding at least [PERCENTAGE]% of the Ownership Percentages (excluding the Ownership Percentage of the transferring Partner), which consent may be granted or withheld in the sole discretion of such Partners.
(b) Any attempted Transfer in violation of this Section 6.1 shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such prohibited Transfer or record any such Transfer on its books and records.
(c) Notwithstanding the foregoing, a Partner may Transfer all or any portion of their Partnership Interest to a permitted transferee as defined in the Partnership Agreement, subject to compliance with all other provisions of this Agreement and the Partnership Agreement.
6.2 Right of First Refusal.
(a) If any Partner (the "Selling Partner") receives a bona fide written offer from a third party (the "Offeror") to purchase all or any portion of the Selling Partner's Partnership Interest (the "Offered Interest"), and the Selling Partner desires to accept such offer, the Selling Partner shall first offer to sell the Offered Interest to the other Partners (the "Non-Selling Partners") on the same terms and conditions as those offered by the Offeror.
(b) The Selling Partner shall deliver written notice (the "Sale Notice") to the Partnership and the Non-Selling Partners, setting forth the identity of the Offeror, the portion of the Partnership Interest proposed to be transferred, the proposed purchase price, and all other material terms and conditions of the proposed Transfer. The Sale Notice shall constitute an offer by the Selling Partner to sell the Offered Interest to the Non-Selling Partners on the terms and conditions set forth therein.
(c) The Non-Selling Partners shall have [NUMBER] days from receipt of the Sale Notice (the "Election Period") to elect to purchase all (but not less than all) of the Offered Interest on the terms and conditions set forth in the Sale Notice. Such election shall be made by delivering written notice to the Selling Partner and the Partnership within the Election Period.
(d) If more than one Non-Selling Partner elects to purchase the Offered Interest, each such Non-Selling Partner shall be entitled to purchase a portion of the Offered Interest in proportion to their relative Ownership Percentages (excluding the Ownership Percentage of the Selling Partner), unless they otherwise agree.
(e) If the Non-Selling Partners elect to purchase all of the Offered Interest, the closing of such purchase shall occur within [NUMBER] days after the expiration of the Election Period, at which time the Selling Partner shall deliver to the purchasing Non-Selling Partners such instruments of transfer and other documents as may be reasonably requested to effect the Transfer, and the purchasing Non-Selling Partners shall deliver the purchase price in accordance with the terms set forth in the Sale Notice.
(f) If the Non-Selling Partners do not elect to purchase all of the Offered Interest within the Election Period, the Selling Partner may Transfer the Offered Interest to the Offeror on the terms and conditions set forth in the Sale Notice; provided, however, that (i) such Transfer must be completed within [NUMBER] days after the expiration of the Election Period, and (ii) the Offeror must agree in writing to be bound by the terms of this Agreement and the Partnership Agreement. If the Transfer to the Offeror is not completed within such [NUMBER]-day period, the Selling Partner must again comply with the provisions of this Section 6.2 before Transferring any portion of their Partnership Interest.
ARTICLE 7: WITHDRAWAL AND DISSOLUTION
7.1 Partner Withdrawal.
(a) No Partner shall have the right to withdraw from the Partnership except as provided in this Agreement, the Partnership Agreement, or as required by law.
(b) Any Partner who wishes to withdraw from the Partnership (the "Withdrawing Partner") shall deliver written notice of such intention to the Partnership and all other Partners at least [NUMBER] days prior to the proposed withdrawal date.
(c) Upon receipt of a withdrawal notice, the remaining Partners shall have the option, but not the obligation, to purchase the Withdrawing Partner's Partnership Interest in accordance with the buyout provisions set forth in the Partnership Agreement.
(d) If the remaining Partners do not elect to purchase the Withdrawing Partner's Partnership Interest, the Partnership shall be dissolved and liquidated in accordance with Section 7.2, unless the remaining Partners unanimously agree to continue the Partnership.
7.2 Partnership Dissolution.
(a) The Partnership shall be dissolved upon the occurrence of any of the following events:
(i) The unanimous written agreement of all Partners to dissolve the Partnership;
(ii) The sale or other disposition of all or substantially all of the Partnership's assets;
(iii) The withdrawal, bankruptcy, death, or incapacity of any Partner, unless the remaining Partners elect to continue the Partnership as provided in the Partnership Agreement;
(iv) The entry of a decree of judicial dissolution under applicable law; or
(v) Any other event causing dissolution under the Partnership Agreement or applicable law.
(b) Upon dissolution, the Partnership shall cease carrying on its business, except as necessary to wind up its affairs and liquidate its assets.
(c) The liquidation of the Partnership shall be carried out by the Partners or by a liquidator appointed by the Partners, who shall have full authority to wind up the affairs of the Partnership and to make final distributions as provided herein.
(d) The assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds shall be applied and distributed in the following order:
(i) First, to the payment of debts and liabilities of the Partnership (including debts owed to Partners) and the expenses of liquidation;
(ii) Second, to the establishment of any reserves that the liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; and
(iii) Third, to the Partners in proportion to the positive balances in their respective Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.
7.3 Return of Capital.
(a) No Partner shall be entitled to withdraw or demand the return of any part of their Capital Contribution except upon dissolution and liquidation of the Partnership as provided in Section 7.2.
(b) No Partner shall be entitled to priority over any other Partner with respect to the return of Capital Contributions upon dissolution and liquidation.
(c) A Partner shall not be personally liable for the return of any other Partner's Capital Contributions.
(d) No Partner shall have any right to demand or receive property other than cash in return for their Capital Contributions, except as may be specifically provided in the Partnership Agreement.
ARTICLE 8: REPRESENTATIONS AND WARRANTIES
8.1 Partner Authority. Each Partner hereby represents and warrants to the Partnership and each other Partner that:
(a) Such Partner has full power, authority, and legal right to execute, deliver, and perform this Agreement and to make the Capital Contributions contemplated hereby;
(b) The execution, delivery, and performance of this Agreement and the making of the Capital Contributions contemplated hereby have been duly authorized by all necessary action on the part of such Partner;
(c) This Agreement constitutes the legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally and by general principles of equity; and
(d) The execution, delivery, and performance of this Agreement and the making of the Capital Contributions contemplated hereby will not conflict with, result in a breach of, or constitute a default under any agreement or instrument to which such Partner is a party or by which such Partner or any of such Partner's properties are bound.
8.2 Asset Ownership. Each Partner hereby represents and warrants to the Partnership and each other Partner that:
(a) Such Partner is the sole legal and beneficial owner of all assets that such Partner is contributing or has contributed to the Partnership;
(b) Such Partner has good and marketable title to all such assets, free and clear of all liens, encumbrances, and restrictions, except as expressly disclosed in Schedule A or otherwise in writing to the Partnership and all other Partners prior to the contribution of such assets; and
(c) Such Partner has the full right, power, and authority to contribute such assets to the Partnership without the consent or approval of any other person or entity, except as expressly disclosed in Schedule A or otherwise in writing to the Partnership and all other Partners prior to the contribution of such assets.
8.3 Asset Encumbrances. Each Partner hereby represents and warrants to the Partnership and each other Partner that:
(a) Schedule A sets forth a complete and accurate list of all liens, encumbrances, and restrictions on all assets that such Partner is contributing or has contributed to the Partnership;
(b) Except as set forth in Schedule A, there are no options, rights of first refusal, rights of first offer, or other rights of any kind that would affect the Partnership's ownership of or ability to use any assets contributed by such Partner; and
(c) Such Partner has disclosed to the Partnership and all other Partners all material information in such Partner's possession regarding the assets contributed by such Partner, including any defects, liabilities, or other matters that could adversely affect the value or usefulness of such assets to the Partnership.
8.4 Survival. The representations and warranties set forth in this Article 8 shall survive the execution and delivery of this Agreement and the making of the Capital Contributions contemplated hereby.
ARTICLE 9: TAX CONSIDERATIONS
9.1 Tax Treatment.
(a) The Partners intend that the Partnership be classified as a partnership for federal, state, and local income tax purposes, and the Partnership shall not elect to be classified as an association taxable as a corporation without the unanimous consent of all Partners.
(b) The Partners acknowledge that the contribution of property to the Partnership in exchange for a Partnership Interest may be a taxable or tax-deferred transaction, depending on the circumstances and applicable tax laws. Each Partner has had the opportunity to consult with their own tax advisors regarding the tax consequences of their Capital Contributions and participation in the Partnership.
(c) The Partners acknowledge that the Partnership will file annual tax returns and issue Schedule K-1s or other required tax forms to the Partners, and each Partner will be responsible for reporting their share of Partnership income, gain, loss, deduction, and credit on their own tax returns.
9.2 Tax Elections.
(a) The Partnership shall make such tax elections as the Partners may determine from time to time, including:
(i) An election under Section 754 of the Internal Revenue Code to adjust the basis of Partnership assets in the case of a distribution of Partnership property or a transfer of a Partnership Interest;
(ii) An election to use specific methods of depreciation or amortization for Partnership assets; and
(iii) Any other election that the Partners determine to be in the best interests of the Partnership and the Partners.
(b) The Partnership shall not make any tax election that would materially affect the tax treatment of any Partner's Capital Contribution without the consent of such Partner.
9.3 Tax Matters Partner. The Partnership shall designate a "tax matters partner" or "partnership representative" as required under applicable tax laws, who shall have the authority to represent the Partnership in tax matters as provided in the Partnership Agreement and applicable law.
ARTICLE 10: COMPLIANCE
10.1 Regulatory Compliance.
(a) The Partnership and each Partner shall comply with all applicable laws, rules, and regulations in connection with the formation of the Partnership, the making of Capital Contributions, and the conduct of the Partnership's business.
(b) Each Partner shall promptly provide the Partnership with any information or documentation reasonably requested by the Partnership to ensure compliance with applicable laws, rules, and regulations, including anti-money laundering laws, securities laws, and tax laws.
(c) The Partners acknowledge that the issuance of Partnership Interests may be subject to securities laws, and each Partner represents that they are acquiring their Partnership Interest for their own account and not with a view to distribution or resale in violation of applicable securities laws.
10.2 Required Filings.
(a) The Partnership shall make all required filings with governmental authorities in connection with the formation of the Partnership and the conduct of its business, including:
(i) Filing a certificate of partnership or similar document with the appropriate state authority;
(ii) Obtaining any required business licenses or permits;
(iii) Filing annual reports or other periodic filings required to maintain the Partnership in good standing; and
(iv) Filing annual tax returns and other required tax filings.
(b) Each Partner shall cooperate with the Partnership in making any required filings and shall promptly provide any information or documentation reasonably requested by the Partnership for such purpose.
ARTICLE 11: DISPUTE RESOLUTION
11.1 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Capital Contributions, or the Partnership (a "Dispute"), the Partners shall first attempt in good faith to resolve the Dispute through negotiation. Any Partner may initiate negotiation by delivering written notice of the Dispute to the other Partners, describing the nature of the Dispute and proposing a resolution. Within [NUMBER] days after receipt of such notice, the Partners shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute.
11.2 Mediation. If the Partners are unable to resolve the Dispute through negotiation within [NUMBER] days after the initial notice, any Partner may submit the Dispute to mediation by delivering written notice to the other Partners. The mediation shall be conducted by a single mediator selected by the Partners or, if they cannot agree on a mediator within [NUMBER] days after the notice of mediation, by a mediator selected by [MEDIATION ORGANIZATION] in accordance with its rules. The mediation shall be held in [CITY, STATE], and the costs of the mediator shall be shared equally by the Partners involved in the Dispute.
11.3 Arbitration. If the Partners are unable to resolve the Dispute through mediation within [NUMBER] days after the notice of mediation, the Dispute shall be finally settled by binding arbitration administered by [ARBITRATION ORGANIZATION] in accordance with its rules. The arbitration shall be conducted by a single arbitrator selected by the Partners or, if they cannot agree on an arbitrator within [NUMBER] days after the failure of mediation, by an arbitrator selected by [ARBITRATION ORGANIZATION] in accordance with its rules. The arbitration shall be held in [CITY, STATE], and the costs of the arbitrator shall be allocated among the Partners involved in the Dispute as determined by the arbitrator. The arbitrator shall have the power to grant any remedy or relief that the arbitrator deems just and equitable, including specific performance, but excluding punitive or exemplary damages. The arbitrator's decision shall be final and binding on all Partners and may be entered and enforced in any court of competent jurisdiction.
11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [STATE], without giving effect to any choice of law or conflict of law provisions.
11.5 Jurisdiction and Venue. Subject to the dispute resolution provisions of this Article 11, each Partner hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE] for the purpose of any judicial proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Partner hereby irrevocably agrees that all claims in respect of such proceeding may be heard and determined in such courts. Each Partner hereby irrevocably waives, to the fullest extent permitted by law, any objection which such Partner may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
ARTICLE 12: MISCELLANEOUS PROVISIONS
12.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by Partners holding at least [PERCENTAGE]% of the Ownership Percentages, unless a greater percentage is required by this Agreement or the Partnership Agreement for any particular amendment.
12.2 Integration. This Agreement, together with the Partnership Agreement and any exhibits, schedules, and attachments hereto and thereto, constitutes the entire agreement and understanding among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
12.3 Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The Partners agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the Partners shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the Partners' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
12.4 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if:
(a) Delivered personally;
(b) Sent by registered or certified mail, return receipt requested, postage prepaid;
(c) Sent by nationally recognized overnight courier, with charges prepaid; or
(d) Sent by email, with confirmation of receipt.
All such notices shall be addressed to the Partner to be notified at the address set forth in Schedule A or at such other address as such Partner may designate by ten (10) days' advance written notice to the other Partners. Notices shall be deemed given on the date of delivery, in the case of personal delivery, email, or courier, or on the delivery or refusal date, as specified on the return receipt in the case of registered or certified mail.
12.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.
12.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the Partners and their respective heirs, executors, administrators, successors, and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
12.8 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
12.9 Interpretation. The Partners acknowledge that each Partner and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto.
12.10 Waiver. No waiver by any Partner of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be effective unless it is in writing and signed by the Partner against whom the waiver is being enforced.
12.11 Further Assurances. Each Partner shall execute and deliver such additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.
12.12 Expenses. Except as otherwise provided in this Agreement, each Partner shall bear its own expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.
12.13 Confidentiality. Each Partner shall maintain the confidentiality of all non-public information regarding the Partnership and the other Partners obtained pursuant to this Agreement, except as otherwise required by law or as agreed to by the Partners.
SCHEDULE A: PARTNER INFORMATION AND CAPITAL CONTRIBUTIONS
1. Partnership Information:
- Partnership Name: [PARTNERSHIP NAME]
- Partnership Type: [PARTNERSHIP TYPE]
- Principal Place of Business: [ADDRESS]
- Partnership Purpose: [PARTNERSHIP PURPOSE]
2. Partner Information and Initial Capital Contributions:
Partner 1:
- Name: [PARTNER 1 NAME]
- Address: [PARTNER 1 ADDRESS]
- Email: [PARTNER 1 EMAIL]
- Phone: [PARTNER 1 PHONE]
- Partner Status: [PARTNER 1 STATUS]
- Initial Capital Contribution:
- Cash: [AMOUNT] [CURRENCY]
- Property: [DESCRIPTION AND VALUE]
- Intellectual Property: [DESCRIPTION AND VALUE]
- Services: [DESCRIPTION AND VALUE]
- Other Assets: [DESCRIPTION AND VALUE]
- Contribution Timeline: [DATES/MILESTONES]
- Initial Ownership Percentage: [PERCENTAGE]%
Partner 2:
- Name: [PARTNER 2 NAME]
- Address: [PARTNER 2 ADDRESS]
- Email: [PARTNER 2 EMAIL]
- Phone: [PARTNER 2 PHONE]
- Partner Status: [PARTNER 2 STATUS]
- Initial Capital Contribution:
- Cash: [AMOUNT] [CURRENCY]
- Property: [DESCRIPTION AND VALUE]
- Intellectual Property: [DESCRIPTION AND VALUE]
- Services: [DESCRIPTION AND VALUE]
- Other Assets: [DESCRIPTION AND VALUE]
- Contribution Timeline: [DATES/MILESTONES]
- Initial Ownership Percentage: [PERCENTAGE]%
Partner 3:
- Name: [PARTNER 3 NAME]
- Address: [PARTNER 3 ADDRESS]
- Email: [PARTNER 3 EMAIL]
- Phone: [PARTNER 3 PHONE]
- Partner Status: [PARTNER 3 STATUS]
- Initial Capital Contribution:
- Cash: [AMOUNT] [CURRENCY]
- Property: [DESCRIPTION AND VALUE]
- Intellectual Property: [DESCRIPTION AND VALUE]
- Services: [DESCRIPTION AND VALUE]
- Other Assets: [DESCRIPTION AND VALUE]
- Contribution Timeline: [DATES/MILESTONES]
- Initial Ownership Percentage: [PERCENTAGE]%
3. Asset Encumbrances:
[LIST ANY LIENS, ENCUMBRANCES, OR RESTRICTIONS ON CONTRIBUTED ASSETS]
IN WITNESS WHEREOF, the Partners have executed this Partnership Capital Contribution Agreement as of the Effective Date.
PARTNER 1:
[PARTNER 1 NAME]
PARTNER 2:
[PARTNER 2 NAME]
PARTNER 3:
[PARTNER 3 NAME]