Partnership Agreement — Two-Founder Business

Illustrative example — not legal advice. The names, figures, and terms below are fictional and shown only to demonstrate how a partnership agreement is filled in. Have a qualified lawyer review any agreement before use. PropoDoc is not a law firm.

Partners: Maya Okafor and Daniel Reyes Business name: Two Rivers Roastery Effective date: 1 March 2026

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1. Parties and formation

This Partnership Agreement is made between Maya Okafor and Daniel Reyes (together, the "Partners"), who agree to carry on business together as Two Rivers Roastery, a general partnership (the "Partnership"), starting on 1 March 2026.

2. Purpose of the business

The Partnership is formed to roast, sell, and wholesale specialty coffee, and to operate a small cafe. The Partners may change this purpose only by unanimous written agreement.

3. Capital contributions

Each Partner contributes the following to the Partnership:

• Maya Okafor: 40,000 in cash, plus a roasting machine valued by agreement at 10,000.
• Daniel Reyes: 40,000 in cash, plus the cafe fit-out and equipment valued by agreement at 10,000.

Each Partner has therefore contributed an agreed total of 50,000.

4. Ownership, profits, and losses

• Ownership shares: Maya holds 50 percent and Daniel holds 50 percent.
• Profit and loss split: profits and losses are shared equally, in the same proportions as ownership.
• Drawings: each Partner may draw up to 2,000 per month, reviewed quarterly against cash flow.

5. Roles, responsibilities, and decision-making

• Roles: Maya leads roasting, sourcing, and wholesale accounts; Daniel leads the cafe, staff, and the books.
• Day-to-day decisions: each Partner may make routine decisions in their own area up to 1,000 in spend.
• Major decisions: borrowing money, signing a lease, spending over 1,000, hiring a manager, admitting a new partner, or selling the business all require the agreement of both Partners.
• Deadlock: because there are two equal Partners, if they cannot agree on a major decision they will appoint a neutral mediator, and if still deadlocked after mediation, either Partner may trigger the buy-out process in clause 7.

6. Admitting a new partner

A new partner may join only with the written agreement of both existing Partners, on terms (including capital contribution and ownership share) agreed in writing, with this Agreement updated accordingly.

7. A partner leaving or being removed

• Voluntary exit: a Partner who wishes to leave will give 90 days' written notice.
• Removal: a Partner may be removed only for serious misconduct or a material breach that is not fixed within 30 days of written notice.
• Death or incapacity: if a Partner dies or can no longer work in the business, the remaining Partner may buy out their share using the method below.
• Buy-out: the leaving Partner's share is valued by an independent accountant agreed by both sides. The remaining Partner may buy it, paying in equal monthly instalments over 24 months.

(Illustrative wording only — buy-out and valuation terms must be reviewed by a qualified lawyer.)

8. Dispute resolution

If a dispute arises, the Partners will first try to resolve it through honest discussion. If that fails they will use a mutually agreed mediator, and only if still unresolved will they go to the courts of their state.

9. Dissolution

The Partnership may be wound up by the agreement of both Partners. On dissolution, the assets will be used to pay the Partnership's debts first, then to repay each Partner's capital, with any remainder shared equally. The confidentiality obligation and any accrued amounts continue after dissolution.

10. General

• Governing law: the laws of the Partners' home state.
• Confidentiality: each Partner keeps the Partnership's non-public information confidential.
• Amendments: this Agreement may be changed only in writing, signed by both Partners.
• Entire agreement: this document records the whole agreement between the Partners about the Partnership.

11. Signatures

Partner 1: ______________________ Name: Maya Okafor Date: ____________

Partner 2: ______________________ Name: Daniel Reyes Date: ____________