This Slideshare presentation is a partial preview of the full business document. To view and download the full document, please go here: http://flevy.com/browse/business-document/general-partnership-agreement-326 General Partnership agreement with Non compete and non disclosure clauses included drafted by a lawyer.

1. General Partnership Agreement
________________________________________________, residing at ____________________
(address)
(name of partner)
________________________________________________________and__________________________.
____________________________________________________, residing at _______________________
____________________________________________________and_______________________.
(name of partner)
________________________________________________, residing at ____________________
(address)
______________________________________________________, hereinafter referred to as the
“Partners” agree as follows:
1. Type of Business.
The Partners voluntarily associate themselves together as general partners for the purpose of
conducting the general business of _______________________________________, and any other
(type of business)
type of business that may from time to time be agreed on by the Partners.
2. Name of Partnership.
The name of the Partnership shall be ____________________________________________
(name)
__________________________________. This name will be registered in the office of the Secretary of State of the State of ________________________as the fictitious name of the Partnership.
3. Term of Partnership.
The Partnership shall commence on______________________________________________
(“the execution of this Agreement” or specify date)
and shall continue until ________________________________________________________ or
(specify date or “dissolved by mutual agreement of the parties”)
terminated as provided in this Agreement.
4. Place of Business.
The principal place of business of the Partnership shall be at _____________________________,
(address)
___________________________, ____________________________, _____________________
(city)
(county)
(state)
and any other place or places that may be mutually agreed on by the parties to this Agreement.
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2. 10. Accountings.
A complete accounting of the Partnership affairs as of the close of business on the last day of
March, June, September, and December of each year shall be rendered to each Partner within
____________ days after the close of each of those months. On each accounting, the net profits of
(Number)
the Partnership shall be distributed to the Partners as provided in this Agreement to the extent that
cash is available for this distribution. Except as to manifest errors discovered within ____________
(Number)
days after its rendition, each accounting shall be final and conclusive to each Partner.
11. Time Devoted to Partnership.
Each Partner shall devote his or her undivided time and attention and use the utmost of his or
her skills and ability in furtherance of the Partnership business.
12. Management and Authority.
Each Partner shall have an equal voice in the management of the Partnership and shall have
authority to bind the Partnership in making contracts and incurring obligations in the name and on
the credit of the firm. However, no Partner shall incur any obligations in the name or on the credit
of the firm exceeding $_____________________ without the express written consent of the other
Partner. Any obligation incurred in violation of this provision shall be charged to and collected
from the individual Partner incurring the obligation.
13. Salaries.
As compensation for his or her services in and to the Partnership business, each Partner shall be
entitled to a salary of $______________ each month, which shall be deducted by the Partnership
as an ordinary and necessary business expense before determination of net profits. The salary of
any Partner may, however, be increased or reduced at any time by mutual agreement of all the
Partners.
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3. this _______________-day period following the death of a Partner, the remaining Partner may
(Number)
continue the business of the Partnership but the estate or personal representative of the deceased
Partner shall not be liable for any obligations incurred in the Partnership business that are greater
than any amount includable in the estate of the deceased Partner that was previously invested or
involved in the Partnership and remained so on the date of death. The estate of the deceased Partner
shall be obligated to sell his or her Partnership interest as provided in this Agreement and shall be
entitled, at the election of the personal representative of the deceased Partner, either to one-half of
the net profits earned by the Partnership business during this _______________-day period or to
(Number)
interest for the use during this period of the deceased’s interest in the Partnership business at the
rate of ______________ percent a year on the value of the partnership interest determined as provided in Paragraph 17 of this Agreement.
19. Duties of Purchasing Partner.
On any purchase and sale pursuant to the provisions of Paragraphs 16, 17, or 18 of this Agreement, the remaining Partner shall assume all obligations and shall hold the withdrawing Partner,
the personal representative and estate of a deceased Partner, and the property of any withdrawing or
deceased Partner, free and harmless from all liability for these obligations. Furthermore, the remaining partner, at his or her own expense, shall immediately cause to be prepared, filed, served,
and published all notices that may be required by law to protect the withdrawing Partner or the
personal representative or estate of a deceased Partner from liability for the future obligations of
the partnership business.
20. Dissolution.
On dissolution of the Partnership other than as provided in Paragraphs 16, 17, and 18 of this
Agreement, the affairs of the Partnership shall be wound up, the assets of the Partnership liquidated, the debts paid, and the surplus divided equally among the Partners.
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4. Apendix “A”
CONFIDENTIALITY; NON-COMPETITION; NON-SOLICITATION; FAIRNESS
1. Covenants Regarding Confidential Information, Trade Secrets and Other Matters, covenants and
agrees as follows:
(a)
Definitions. For purposes of this Agreement, the following terms are defined as follows:
(1)“Trade Secret” means all information possessed by or developed for the Company or any of its
subsidiaries, including, without limitation, a compilation, program, device, method, system, technique
or process, to which all of the following apply:(i) the information derives independent economic value,
actual or potential, from not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or use and (ii) the
information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
(2)“Confidential Information” means information, to the extent it is not a Trade Secret, which is
possessed by or developed for the Company or any of its subsidiaries and which relates to the
Company’s or any of its subsidiaries’ existing or potential business or technology, which information
is generally not known to the public and which information the Company or any of its subsidiaries
seeks to protect from disclosure to its existing or potential competitors or others, including, without
limitation, for example: business plans, strategies, existing or proposed bids, costs, technical
developments, existing or proposed research projects, financial or business projections, investments,
marketing plans, negotiation strategies, training information and materials, information generated for
client engagements and information stored or developed for use in or with computers. Confidential
Information also includes information received by the Company or any of its subsidiaries from others
which the Company or any of its subsidiaries has an obligation to treat as confidential.
(b)
Nondisclosure of Confidential Information. Except as required in the conduct of the Company’s or
any of its subsidiaries’ business or as expressly authorized in writing on behalf of the Company or any of its
subsidiaries, Partners shall not use or disclose, directly or indirectly, any Confidential Information, Partners
shall not use or disclose, directly or indirectly, any Confidential Information. This prohibition does not apply
to Confidential Information after it has become generally known in the industry in which the Company
conducts its business. This prohibition also does not prohibit Partners use of general skills and know-how
acquired during and prior to beginning with the Company, as long as such use does not involve the use or
disclosure of Confidential Information or Trade Secrets.
(c)
Trade Secrets .Partners shall do what is reasonably necessary to prevent unauthorized
misappropriation or disclosure and threatened misappropriation or disclosure of the Company’s or any of its
subsidiaries’ Trade Secrets and, after termination of employment, shall not use or disclose the Company’s or
any of its subsidiaries’ Trade Secrets as long as they remain, without misappropriation, Trade Secrets.
(d)
Copyright. All copyrightable work by the partners relating to the Company’s business or the business
of any subsidiary or affiliate of the Company during the term of the Employee’s employment by the Company
is intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, and shall be the
property of the Company. If the copyright to any such copyrightable work is not the property of the Company
by operation of law, the partners will, without further consideration, assign to the Company all right, title and
interest in such copyrightable work and will assist the Company and its nominees in every way, at the
Company’s expense, to secure, maintain and defend for the Company’s benefit, copyrights and any extensions
and renewals thereof on any and all such work including translations thereof in any and all countries, such
work to be and remain the property of the Company whether copyrighted or not.