CHECKLIST
BASIC FRANCHISE AGREEMENT TERMS
One of the most popular way to start your own company is through a franchise; a business organization in which a well-known firm with a successful product or service – the franchisor – enters into a contractual relationship with another business – the franchisee – that operates under the franchisor's name in exchange for a fee. Franchise agreements vary from franchise to franchise so it would be impossible to identify every term and issue that should be considered in all situations. The checklist should be used in conjunction with the franchise agreement – the document that will set out all the terms and conditions that will govern your ownership of the franchise – which will be drafted by the franchisor. In any event, you shouldn’t sign it until you’ve discussed your options with your attorney.
Issues relating to the franchise cost terms
What is the initial franchise fee? Is any part or the entire initial fee refundable?
Does it include an ‘’opening'' inventory of products and supplies?
What are the payment terms: amount, time of payment, lump sum or installment, financing arrangements, etc.?
Does the franchisor offer any financing, or offer help in finding financing?
Are there any deferred balances? If so, who finances and at what interest rate?
Does the contract clearly distinguish between ``total cost'' and ``initial fee,'' ``initial cash required,'' or ``initial costs,'' etc.?
Are there periodic royalties? If so, how much are they and how are they determined?
How and when are sales and royalties reported, and how are royalties paid?
If royalty payments are in whole or part payment for services by the franchisor, what services will be provided?
Are accounting/bookkeeping services included or available?
How are advertising and promotion costs divided?
and so on.........................
Issues relating to the franchise location terms
Does the franchise apply to a specific geographical area? If so, are the boundaries clearly defined?
Who has the right to select the site?
AND so on....................................
Issues relating to termination and renewal terms
Does the franchisor have absolute privilege of terminating the franchise agreement if certain conditions have not been met, either during the term or at the end?
Does the franchise agreement spell out the terms under which the franchisor may repurchase the business?
Does the franchisor have an option or duty to buy any or all of the franchisee's equipment, furnishings, inventory, or other assets in the event the franchise is terminated for good cause, by either party?
and so on...........................
Monday, February 1, 2010
Thursday, January 28, 2010
ASSET PURCHASE AGREEMENT-RETAIL BUSINESS
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Vendor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business;
AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor’s [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:
1. INTERPRETATION
1.1 Definitions
In this Agreement, unless something in the subject matter or context is inconsistent therewith:
“Accounting Records” means all books of account, accounting records and other financial data and information of the Vendor relating to the Business for the current fiscal year and the three preceding fiscal years, including, without limitation, all records, data or information which are material to the operation of the Business, as well as all production, inventory, sales and customer records in respect of such fiscal years. “Accounting Records” shall expressly exclude any records relating to Taxes of the Vendor;
“Accounts Payable” means the trade accounts payable of the Business incurred in the ordinary and normal course of business and existing at the Closing Date (including those for which invoices are received after the Closing Date and prior to the Final Adjustment Date), excluding however, any and all accounts payable of the Business which are owing to any Associate or Affiliate of the Vendor (other than the Assumed Intracompany Payable) and any and all accounts payable which are expressly described herein as being Excluded Liabilities. The Accounts Payable and accrued liabilities of the Business as at [DATE] are listed on Schedule [SPECIFY] hereto and Schedule [SPECIFY] hereto.
“Accounts Receivable” means:
a) all trade accounts receivable of the Business due or accruing to the Vendor (including receivables from corporate account sales and layaways) which arise from invoiced sales by the Vendor in respect of the Business on or before the Closing Date and which are outstanding on the Closing Date, together with the full benefit of security for such trade accounts receivable, excluding however, any and all accounts receivable of the Business which at the Closing Date:
i) arise from invoices that have been outstanding and unpaid for more than [NUMBER] days prior to the Closing Date; or
ii) which are owing to the Vendor by any Associate or Affiliate of the Vendor;
b) all supplier volume rebates which are owing to the Vendor in respect of the Business on the Closing Date and which have been earned by, and are due to, the Vendor based on purchases of supplies and merchandise up to the Closing Date, but excluding however any and all volume rebates which are owing to the Vendor from the [SPECIFY] Companies;
c) all co-op advertising recoveries owing to the Vendor in respect of the Business for co-op advertising relating to sales and promotions occurring up to and including the Closing Date; and
d) all advances made by the Vendor to Hired Employees for travel and other business related expenses only, which have not been repaid prior to the Closing Date.
The Accounts Receivable as at [DATE] are listed in Schedule [SPECIFY] hereto.
“Accrued Liabilities” means the accrued liabilities of the Business incurred in the normal course of business which exist on the Closing Date and which are exhaustively detailed hereafter:
a) all accrued liabilities and obligations of the Vendor under each of the Assumed Contracts and the Equipment Leases;
b) all accrued liabilities and obligations of the Vendor under each of the Leases assigned to and assumed by the Purchaser hereunder;
c) all accrued liabilities and obligations of the Vendor in respect of the Contractual Rights;
d) all accrued liabilities and obligations of the Vendor in respect of [SPECIFY], including any reserves or allowances therefore;
e) all accrued liabilities and obligations of the Vendor in respect of warranties or repair contracts, including any reserves or allowances therefore;
f) all accrued liabilities and obligations of the Vendor for [SPECIFY INCENTIVES OR SALES PROMOTIONS], including any reserves or allowances therefore;
The Accrued Liabilities exclude any and all accrued liabilities, which are expressly described herein as being Excluded Liabilities.
“Affiliate” and “Associate” shall have the respective meanings ascribed to those terms by the Business Corporations [ACT/LAW/RULE] of ([STATE/PROVINCE]) on the date hereof;
“Agreement” means this asset purchase agreement and all attached schedules as supplemented, amended, restated or replaced from time to time;
“Assumed Intracompany Payable” means the intracompany payable owing by [COMPANY NAME] of the Vendor to [COMPANY NAME] (“[COMPANY NAME]”), a division of the Vendor, which payable shall be in the amount of the aggregate trade accounts payable of the Business incurred in the ordinary and normal course of business with the [COMPANY NAME] and which will have been paid to the [COMPANY NAME] by [COMPANY NAME] prior to the Closing Date in the course of terminating the [SPECIFY] Agreements. The amount of Assumed Intracompany Payable shall be verified by [COMPANY NAME] as part of its audit of the Closing Balance Sheet pursuant to Section 2.2 hereof. This amount is to be paid by the Purchaser to [COMPANY NAME] on the Closing Date.
“Assumed Liabilities” means the liabilities, debts and obligations of the Vendor pertaining to the Business and the Purchased Assets which are exhaustively detailed hereafter:
a) the Accounts Payable;
b) the Accrued Liabilities; and
c) the Assumed Intracompany Payable.
“Assumed Contracts” means the contracts (other than the Leases, the Equipment Leases and the Excluded Warehouse Lease) pertaining to the Business and the Purchased Assets which are being assumed by the Purchaser and which are exhaustively listed on Schedule [SPECIFY] hereof. Without limiting the generality of the foregoing “Assumed Contracts” shall not include any and all [SPECIFY] Agreements and agreements with [COMPANY NAME] and [COMPANY NAME].
“Applicable [YOUR COUNTRY LAW]” means any domestic or foreign statute, [YOUR COUNTRY LAW], ordinance, rule, regulation, restriction or regulatory policy having the force of [YOUR COUNTRY LAW], by-law (zoning or otherwise), or Order that applies to the Vendor, any of its predecessor corporations, the Business, the way the Business is carried on or to any of the Purchased Assets;
“Audit Materiality” for the purpose of the audit of the Closing Balance Sheet, means any required accounting adjustments to such Closing Balance Sheet in excess of [AMOUNT] in aggregate in which event the amount of such adjustments including such [AMOUNT] will be included in the Adjustment Amount.
“Benefit Plans” means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option, severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacation, supplemental unemployment benefits, profit-sharing, mortgage assistance, pension, retirement or supplemental retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by the Vendor or any Affiliate of the Vendor for the benefit of any Employee or former employee of the Business, whether or not insured or funded, whether formal or informal, whether or not subject to any applicable legislation and whether or not legally binding;
“Bulk Sales Legislation” means the provisions of the [ACT/LAW/RULE] of [STATE/PROVINCE] governing the sale of an enterprise and the Bulk Sales [ACT/LAW/RULE] of [STATE/PROVINCE];
“Business” means the business currently carried on by the [COMPANY NAME] of the Vendor including, without limitation, the operation of retail establishments for the sale of [SPECIFY PRODUCTS] retail customers;
“Business Day” means a day other than a Saturday, Sunday or statutory holiday in [STATE/PROVINCE];
“Claim” has the meaning given to it in Section 5.1;
“Closing” means the completion of the sale to, and purchase by, the Purchaser of the Purchased Assets and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Purchased Assets;
This Asset Purchase Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Vendor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business;
AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor’s [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:
1. INTERPRETATION
1.1 Definitions
In this Agreement, unless something in the subject matter or context is inconsistent therewith:
“Accounting Records” means all books of account, accounting records and other financial data and information of the Vendor relating to the Business for the current fiscal year and the three preceding fiscal years, including, without limitation, all records, data or information which are material to the operation of the Business, as well as all production, inventory, sales and customer records in respect of such fiscal years. “Accounting Records” shall expressly exclude any records relating to Taxes of the Vendor;
“Accounts Payable” means the trade accounts payable of the Business incurred in the ordinary and normal course of business and existing at the Closing Date (including those for which invoices are received after the Closing Date and prior to the Final Adjustment Date), excluding however, any and all accounts payable of the Business which are owing to any Associate or Affiliate of the Vendor (other than the Assumed Intracompany Payable) and any and all accounts payable which are expressly described herein as being Excluded Liabilities. The Accounts Payable and accrued liabilities of the Business as at [DATE] are listed on Schedule [SPECIFY] hereto and Schedule [SPECIFY] hereto.
“Accounts Receivable” means:
a) all trade accounts receivable of the Business due or accruing to the Vendor (including receivables from corporate account sales and layaways) which arise from invoiced sales by the Vendor in respect of the Business on or before the Closing Date and which are outstanding on the Closing Date, together with the full benefit of security for such trade accounts receivable, excluding however, any and all accounts receivable of the Business which at the Closing Date:
i) arise from invoices that have been outstanding and unpaid for more than [NUMBER] days prior to the Closing Date; or
ii) which are owing to the Vendor by any Associate or Affiliate of the Vendor;
b) all supplier volume rebates which are owing to the Vendor in respect of the Business on the Closing Date and which have been earned by, and are due to, the Vendor based on purchases of supplies and merchandise up to the Closing Date, but excluding however any and all volume rebates which are owing to the Vendor from the [SPECIFY] Companies;
c) all co-op advertising recoveries owing to the Vendor in respect of the Business for co-op advertising relating to sales and promotions occurring up to and including the Closing Date; and
d) all advances made by the Vendor to Hired Employees for travel and other business related expenses only, which have not been repaid prior to the Closing Date.
The Accounts Receivable as at [DATE] are listed in Schedule [SPECIFY] hereto.
“Accrued Liabilities” means the accrued liabilities of the Business incurred in the normal course of business which exist on the Closing Date and which are exhaustively detailed hereafter:
a) all accrued liabilities and obligations of the Vendor under each of the Assumed Contracts and the Equipment Leases;
b) all accrued liabilities and obligations of the Vendor under each of the Leases assigned to and assumed by the Purchaser hereunder;
c) all accrued liabilities and obligations of the Vendor in respect of the Contractual Rights;
d) all accrued liabilities and obligations of the Vendor in respect of [SPECIFY], including any reserves or allowances therefore;
e) all accrued liabilities and obligations of the Vendor in respect of warranties or repair contracts, including any reserves or allowances therefore;
f) all accrued liabilities and obligations of the Vendor for [SPECIFY INCENTIVES OR SALES PROMOTIONS], including any reserves or allowances therefore;
The Accrued Liabilities exclude any and all accrued liabilities, which are expressly described herein as being Excluded Liabilities.
“Affiliate” and “Associate” shall have the respective meanings ascribed to those terms by the Business Corporations [ACT/LAW/RULE] of ([STATE/PROVINCE]) on the date hereof;
“Agreement” means this asset purchase agreement and all attached schedules as supplemented, amended, restated or replaced from time to time;
“Assumed Intracompany Payable” means the intracompany payable owing by [COMPANY NAME] of the Vendor to [COMPANY NAME] (“[COMPANY NAME]”), a division of the Vendor, which payable shall be in the amount of the aggregate trade accounts payable of the Business incurred in the ordinary and normal course of business with the [COMPANY NAME] and which will have been paid to the [COMPANY NAME] by [COMPANY NAME] prior to the Closing Date in the course of terminating the [SPECIFY] Agreements. The amount of Assumed Intracompany Payable shall be verified by [COMPANY NAME] as part of its audit of the Closing Balance Sheet pursuant to Section 2.2 hereof. This amount is to be paid by the Purchaser to [COMPANY NAME] on the Closing Date.
“Assumed Liabilities” means the liabilities, debts and obligations of the Vendor pertaining to the Business and the Purchased Assets which are exhaustively detailed hereafter:
a) the Accounts Payable;
b) the Accrued Liabilities; and
c) the Assumed Intracompany Payable.
“Assumed Contracts” means the contracts (other than the Leases, the Equipment Leases and the Excluded Warehouse Lease) pertaining to the Business and the Purchased Assets which are being assumed by the Purchaser and which are exhaustively listed on Schedule [SPECIFY] hereof. Without limiting the generality of the foregoing “Assumed Contracts” shall not include any and all [SPECIFY] Agreements and agreements with [COMPANY NAME] and [COMPANY NAME].
“Applicable [YOUR COUNTRY LAW]” means any domestic or foreign statute, [YOUR COUNTRY LAW], ordinance, rule, regulation, restriction or regulatory policy having the force of [YOUR COUNTRY LAW], by-law (zoning or otherwise), or Order that applies to the Vendor, any of its predecessor corporations, the Business, the way the Business is carried on or to any of the Purchased Assets;
“Audit Materiality” for the purpose of the audit of the Closing Balance Sheet, means any required accounting adjustments to such Closing Balance Sheet in excess of [AMOUNT] in aggregate in which event the amount of such adjustments including such [AMOUNT] will be included in the Adjustment Amount.
“Benefit Plans” means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option, severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacation, supplemental unemployment benefits, profit-sharing, mortgage assistance, pension, retirement or supplemental retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by the Vendor or any Affiliate of the Vendor for the benefit of any Employee or former employee of the Business, whether or not insured or funded, whether formal or informal, whether or not subject to any applicable legislation and whether or not legally binding;
“Bulk Sales Legislation” means the provisions of the [ACT/LAW/RULE] of [STATE/PROVINCE] governing the sale of an enterprise and the Bulk Sales [ACT/LAW/RULE] of [STATE/PROVINCE];
“Business” means the business currently carried on by the [COMPANY NAME] of the Vendor including, without limitation, the operation of retail establishments for the sale of [SPECIFY PRODUCTS] retail customers;
“Business Day” means a day other than a Saturday, Sunday or statutory holiday in [STATE/PROVINCE];
“Claim” has the meaning given to it in Section 5.1;
“Closing” means the completion of the sale to, and purchase by, the Purchaser of the Purchased Assets and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Purchased Assets;
Friday, January 22, 2010
EXTENDED DATE FOR PERFORMANCE
EXTENDED DATE FOR PERFORMANCE
This Extended Date for Performance Agreement (the "Agreement") is made and effective this [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "First party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY] (the "Second party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] of [STATE/PROVINCE], with its head office located at:
[ADDRESS]
In consideration of the mutual covenants contained in this agreement, the parties agree as follows:
WHEREIN said Agreement expires on [DATE], and the parties desire to extend and continue said Agreement; it is provided that said Agreement shall be extended for an additional term of [TIME PERIOD], commencing upon the expiration of the original term and expiring on [DATE].
Said agreement provides that completion or performance shall be made on or before [DATE], (the “Performance date”).
The parties hereby agree that the date for performance be continued and extended to [DATE], with no other change in terms or further extension intended.
IN WITNESS WHEREOF, the parties have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].
FIRST PARTY SECOND PARTY
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title
This Extended Date for Performance Agreement (the "Agreement") is made and effective this [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "First party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY] (the "Second party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] of [STATE/PROVINCE], with its head office located at:
[ADDRESS]
In consideration of the mutual covenants contained in this agreement, the parties agree as follows:
WHEREIN said Agreement expires on [DATE], and the parties desire to extend and continue said Agreement; it is provided that said Agreement shall be extended for an additional term of [TIME PERIOD], commencing upon the expiration of the original term and expiring on [DATE].
Said agreement provides that completion or performance shall be made on or before [DATE], (the “Performance date”).
The parties hereby agree that the date for performance be continued and extended to [DATE], with no other change in terms or further extension intended.
IN WITNESS WHEREOF, the parties have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].
FIRST PARTY SECOND PARTY
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title
Partnership Agreement (Chinese Version) 合伙协议
合伙协议
本合伙协议（以下简称“协议”）于 [日期] 签订并生效。
订协议的一方： [贵公司名称]（以下简称“第一合伙人”），一家依据 [省/市][省/市] 法律组建并存续的公司，其总部位于：
[贵公司的完整地址]
另一方： [第二合伙人名称]（以下简称“第二合伙人”），个人或根据 [省/市] 的法律成立和存续的公司，相应的营业地址或总部位于：
[完整地址]
事实陈述
A. 合伙人欲联合起来追求共同商业目标。
B. 合伙人已经就其经营业务考虑了各种形式的合作方式。
C. 合伙人欲就其互利目标达成一项合伙协议做为其最佳商业形式。
D. 合伙人在此同意依据【法律、法规或法案】规定成立有限合伙企业（以下简称“合伙企业”）。
鉴于本协议所载各点为约因，订约双方协议如下：
1. 名称和地址
合伙企业名为[名称]。主要经营场所位于[省/市][城市][地址]，只有经过多数股东同意方可改址。
2. 目的
根据本协议的限制规定，合伙企业旨在经营[描述]业务；并行使其它必须的或附带的或与上述内容相关的事宜。
3. 协议期限
本协议期限为[数量] 年, 从 [日期] 开始到 [日期] 结束，只有合伙股东彼此同意或执行本协议条款过程中必须如此方可终止该协议。
4. 合伙人分类及履约
a. 合伙人应分为任职合伙人、顾问合伙人或遗产合伙人。
b. 任职合伙人可以自愿选择成为咨询合伙人，也可能会被要求入选不考虑年龄大小的一类，并且在达到[年龄] 岁时应自动成为这一类, 而每种情形都应维持[数量] ，除非合伙人提前撤股或死亡。
c. 如果某位任职合伙人死亡，那么该合伙人的遗产将成为为期[数量] 年的遗产合伙人。如果某位咨询合伙人在当选[数量] 年内死亡，那么该合伙人在余下的[数量]年内将成为遗产合伙人。
d. 只有任职合伙人才有权对任何合伙事宜进行投票表决。
e. 当本协议生效时，除[名称]与[名称]是咨询合伙人外，其他合伙人均为任职合伙人。
f. 某位任职合伙人在达到[年龄] 岁后或未达到该年龄之前，如果其他任职合伙人中[三分之二或视情况而定]的人员通过[执行委员会或视情况而定]决定出于其健康状况恶化考虑，应转变其职能，那么该任职合伙人可以在合伙人给出为期[数量]个历月的事先通知的任一历月月末转变为咨询合伙人。如果通知以挂号邮件形式，按照位于[省/市][城市][地址]的合伙企业总部地址于变更开始生效的[数量] 个历月前寄出，那么该通知被认为是有效送达。
g. 任一任职合伙人无论处于何种年龄段都可随时应要转变为咨询合伙人，只要其他任职合伙人中[三分之二或视情况而定] 的人员通过[执行委员会或视情况而定]认为该转变是基于合伙企业最佳利益考虑做出的决定，且该决定应以书面通知的形式发送给合伙人。本通知应由[执行委员会或视情况而定][主席或视情况而定]签署，如果他/她本人无法在当时签署，那么可以由[执行委员会或视情况而定]的另外一位成员签署。本通知应送达需变更其职能的合伙人本人手中，以挂号邮件形式按照该合伙人最近载明的地址寄出。该合伙人职能的变更将于通知中规定日期生效。
h. 每位任职合伙人在其生日所处的会计年度终了之际无需经过其他程序即自动转变为咨询合伙人。
i. 如果某位任职合伙人转变为一位咨询合伙人或死亡，那么该合伙人或该合伙人的遗产应在以下时间获得如下支付：
[描述]
每位任职合伙人应凭借该合伙人的经历、培训和能力情况履行他在合伙企业的职能并履行为拓展合伙企业经营利益必须或有益的工作。
5. 出资
每位合伙人应在[日期] 或之前出资[金额]做为合伙企业的铺底资金。对合伙人要求的任何追加出资额应根据第9条规定加以确定。
6. 合伙企业的管理
合伙企业应该由[具体名称]管理。根据本协议规定的限制条款， [管理合伙企业的具体某一方]应拥有完全、专有和绝对权利、权力和职权负责管理和控制合伙企业及其财产、资产或业务。[管理合伙企业的具体某一方]应根据法律或本协议其它规定协商确定其权利、权力和职权。不限制上述内容的普遍性，这类权利包括[管理合伙企业的具体某一方]根据具体情况代表合伙企业行使以下事宜的权力：
a. 获取、购买、改造、改善或拥有合伙企业实现其最佳商业利益所必须的或适当的财产和资产。
b. 借款、出具相关债务证明、筹集资金、增加金额以及修改、改正或更改条款，或延长债务支付时间或履约时间、确保抵押债务、信托契据或合伙企业资产的留置权。
c. 对于向合伙企业提出的有利或不利的索赔或债务要求提起诉讼、进行辩护或给予和解，也可将任何或全部这类索赔或债务要求提交仲裁机构解决；
d. 对申请材料加以归档，与管辖或能够影响合伙企业资产或其任何部分或合伙企业事务的任何其它方面的任一或所有政府机构进行交流和交涉；
e. 维系与合伙企业业务相关的任何类型或性质的服务并支付合理而恰当的报酬；行使对于合伙企业业务而言必须或恰当的任何和全部其它事宜。
7. 合伙企业的解散和终止
在出现以下情况时，合伙企业应被解散，其相关业务也应被终止：
a. 合伙人指定并投票通过了该日期；
b. 合伙企业所有资产被出售或以其它方式被处置，且该进款已获得现金收据；
c. 某一合伙人做出违法或不规范事宜；
d. 其他：
8. 业务支出
合伙企业开展业务租用的办公楼租金、维修和改造费用、所有费用、税费、保险费以及合伙企业办公楼开支、合伙企业雇佣员工工资全部由合伙企业承担。所有损失由合伙企业资金或合伙企业业务产生的利润冲抵，如果这两项都不充足，则根据第9条中合伙人初始出资比例进行冲抵。
9. 会议
9.1 会议地点
合伙人会议可以根据合伙人的决定选择在 [省/市] 之内或以外的任何地点召开，但是通常在 [地点]召开。
9.2 通知
如果合伙人需要或允许在某项会议上做出一项决议，那么在每位合伙人需投票表决会议召开之前不少于[数量] 天也不能多于 [数量] 天内应将该会议的书面通知发出。 通知应注明会议地点、日期、持续时间以及待议事务的大概性质，且会议上不会处理其它事宜。
10. 职权
没有其他合伙人的事先书面同意，任何合伙人不得采购货物、物品或缔结价值超过[金额] 的合同。如果任何合伙人逾越该职权，其他合伙人有权将该货物或合同归为合伙企业所有或将货物归为本应约管自己的合伙人的独有财产。
11. 个人债务
本合伙协议（以下简称“协议”）于 [日期] 签订并生效。
订协议的一方： [贵公司名称]（以下简称“第一合伙人”），一家依据 [省/市][省/市] 法律组建并存续的公司，其总部位于：
[贵公司的完整地址]
另一方： [第二合伙人名称]（以下简称“第二合伙人”），个人或根据 [省/市] 的法律成立和存续的公司，相应的营业地址或总部位于：
[完整地址]
事实陈述
A. 合伙人欲联合起来追求共同商业目标。
B. 合伙人已经就其经营业务考虑了各种形式的合作方式。
C. 合伙人欲就其互利目标达成一项合伙协议做为其最佳商业形式。
D. 合伙人在此同意依据【法律、法规或法案】规定成立有限合伙企业（以下简称“合伙企业”）。
鉴于本协议所载各点为约因，订约双方协议如下：
1. 名称和地址
合伙企业名为[名称]。主要经营场所位于[省/市][城市][地址]，只有经过多数股东同意方可改址。
2. 目的
根据本协议的限制规定，合伙企业旨在经营[描述]业务；并行使其它必须的或附带的或与上述内容相关的事宜。
3. 协议期限
本协议期限为[数量] 年, 从 [日期] 开始到 [日期] 结束，只有合伙股东彼此同意或执行本协议条款过程中必须如此方可终止该协议。
4. 合伙人分类及履约
a. 合伙人应分为任职合伙人、顾问合伙人或遗产合伙人。
b. 任职合伙人可以自愿选择成为咨询合伙人，也可能会被要求入选不考虑年龄大小的一类，并且在达到[年龄] 岁时应自动成为这一类, 而每种情形都应维持[数量] ，除非合伙人提前撤股或死亡。
c. 如果某位任职合伙人死亡，那么该合伙人的遗产将成为为期[数量] 年的遗产合伙人。如果某位咨询合伙人在当选[数量] 年内死亡，那么该合伙人在余下的[数量]年内将成为遗产合伙人。
d. 只有任职合伙人才有权对任何合伙事宜进行投票表决。
e. 当本协议生效时，除[名称]与[名称]是咨询合伙人外，其他合伙人均为任职合伙人。
f. 某位任职合伙人在达到[年龄] 岁后或未达到该年龄之前，如果其他任职合伙人中[三分之二或视情况而定]的人员通过[执行委员会或视情况而定]决定出于其健康状况恶化考虑，应转变其职能，那么该任职合伙人可以在合伙人给出为期[数量]个历月的事先通知的任一历月月末转变为咨询合伙人。如果通知以挂号邮件形式，按照位于[省/市][城市][地址]的合伙企业总部地址于变更开始生效的[数量] 个历月前寄出，那么该通知被认为是有效送达。
g. 任一任职合伙人无论处于何种年龄段都可随时应要转变为咨询合伙人，只要其他任职合伙人中[三分之二或视情况而定] 的人员通过[执行委员会或视情况而定]认为该转变是基于合伙企业最佳利益考虑做出的决定，且该决定应以书面通知的形式发送给合伙人。本通知应由[执行委员会或视情况而定][主席或视情况而定]签署，如果他/她本人无法在当时签署，那么可以由[执行委员会或视情况而定]的另外一位成员签署。本通知应送达需变更其职能的合伙人本人手中，以挂号邮件形式按照该合伙人最近载明的地址寄出。该合伙人职能的变更将于通知中规定日期生效。
h. 每位任职合伙人在其生日所处的会计年度终了之际无需经过其他程序即自动转变为咨询合伙人。
i. 如果某位任职合伙人转变为一位咨询合伙人或死亡，那么该合伙人或该合伙人的遗产应在以下时间获得如下支付：
[描述]
每位任职合伙人应凭借该合伙人的经历、培训和能力情况履行他在合伙企业的职能并履行为拓展合伙企业经营利益必须或有益的工作。
5. 出资
每位合伙人应在[日期] 或之前出资[金额]做为合伙企业的铺底资金。对合伙人要求的任何追加出资额应根据第9条规定加以确定。
6. 合伙企业的管理
合伙企业应该由[具体名称]管理。根据本协议规定的限制条款， [管理合伙企业的具体某一方]应拥有完全、专有和绝对权利、权力和职权负责管理和控制合伙企业及其财产、资产或业务。[管理合伙企业的具体某一方]应根据法律或本协议其它规定协商确定其权利、权力和职权。不限制上述内容的普遍性，这类权利包括[管理合伙企业的具体某一方]根据具体情况代表合伙企业行使以下事宜的权力：
a. 获取、购买、改造、改善或拥有合伙企业实现其最佳商业利益所必须的或适当的财产和资产。
b. 借款、出具相关债务证明、筹集资金、增加金额以及修改、改正或更改条款，或延长债务支付时间或履约时间、确保抵押债务、信托契据或合伙企业资产的留置权。
c. 对于向合伙企业提出的有利或不利的索赔或债务要求提起诉讼、进行辩护或给予和解，也可将任何或全部这类索赔或债务要求提交仲裁机构解决；
d. 对申请材料加以归档，与管辖或能够影响合伙企业资产或其任何部分或合伙企业事务的任何其它方面的任一或所有政府机构进行交流和交涉；
e. 维系与合伙企业业务相关的任何类型或性质的服务并支付合理而恰当的报酬；行使对于合伙企业业务而言必须或恰当的任何和全部其它事宜。
7. 合伙企业的解散和终止
在出现以下情况时，合伙企业应被解散，其相关业务也应被终止：
a. 合伙人指定并投票通过了该日期；
b. 合伙企业所有资产被出售或以其它方式被处置，且该进款已获得现金收据；
c. 某一合伙人做出违法或不规范事宜；
d. 其他：
8. 业务支出
合伙企业开展业务租用的办公楼租金、维修和改造费用、所有费用、税费、保险费以及合伙企业办公楼开支、合伙企业雇佣员工工资全部由合伙企业承担。所有损失由合伙企业资金或合伙企业业务产生的利润冲抵，如果这两项都不充足，则根据第9条中合伙人初始出资比例进行冲抵。
9. 会议
9.1 会议地点
合伙人会议可以根据合伙人的决定选择在 [省/市] 之内或以外的任何地点召开，但是通常在 [地点]召开。
9.2 通知
如果合伙人需要或允许在某项会议上做出一项决议，那么在每位合伙人需投票表决会议召开之前不少于[数量] 天也不能多于 [数量] 天内应将该会议的书面通知发出。 通知应注明会议地点、日期、持续时间以及待议事务的大概性质，且会议上不会处理其它事宜。
10. 职权
没有其他合伙人的事先书面同意，任何合伙人不得采购货物、物品或缔结价值超过[金额] 的合同。如果任何合伙人逾越该职权，其他合伙人有权将该货物或合同归为合伙企业所有或将货物归为本应约管自己的合伙人的独有财产。
11. 个人债务
Monday, January 18, 2010
COMMERCIAL PLEDGE AGREEMENT
COMMERCIAL PLEDGE
This Commercial Pledge (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Lender"), company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. LOAN
Subject to and in accordance with all the terms and conditions of that certain credit agreement entered into between the Lender and the Borrower bearing formal date of [DATE] as same may be amended and supplemented at any time and from time to time (the “Credit Agreement”), the Lender offered to lend to the Borrower, and the Borrower accepted to borrow from the Lender, an amount equal to the sum of [AMOUNT IN LETTERS] ($[AMOUNT]) (the “Loan”), with interest thereon at the rates stipulated therein.
2. SECURITY
As security for the performance by the Borrower of all its obligations, present and future, direct and indirect, absolute and contingent, toward the Lender hereunder and under the Credit Agreement and the Security Documents (as defined in the Credit Agreement), including, without limiting the generality of the foregoing, the obligation to repay in principal, interest, fees and accessories, all moneys presently owing and due and hereafter to become owing and due to the Lender by the Borrower under the Credit Agreement, the Borrower, in accordance with the provisions of the laws of [COUNTRY], hereby charges and pledges as and by way of a commercial pledge, in favor of the Lender, the following equipment and machinery, to wit:
[DESCRIBE EQUIPMENT/MACHINERY] (the “Property”)
3. PROPERTY
The location of the property of a fixed nature, which is pledged herein, is at the location of the Borrower situated at [FULL ADDRESS];
4. PLEDGE LOCATION
The establishment in the [State/Province] of [STATE/PROVINCE] where are controlled and recorded the movements of the assets pledged herein and which are not of a fixed nature, is located at [FULL ADDRESS];
5. CHANGE OF LOCATION OR ESTABLISHMENT
If the said location or establishment is changed, the Borrower shall immediately inform the
This Commercial Pledge (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Lender"), company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. LOAN
Subject to and in accordance with all the terms and conditions of that certain credit agreement entered into between the Lender and the Borrower bearing formal date of [DATE] as same may be amended and supplemented at any time and from time to time (the “Credit Agreement”), the Lender offered to lend to the Borrower, and the Borrower accepted to borrow from the Lender, an amount equal to the sum of [AMOUNT IN LETTERS] ($[AMOUNT]) (the “Loan”), with interest thereon at the rates stipulated therein.
2. SECURITY
As security for the performance by the Borrower of all its obligations, present and future, direct and indirect, absolute and contingent, toward the Lender hereunder and under the Credit Agreement and the Security Documents (as defined in the Credit Agreement), including, without limiting the generality of the foregoing, the obligation to repay in principal, interest, fees and accessories, all moneys presently owing and due and hereafter to become owing and due to the Lender by the Borrower under the Credit Agreement, the Borrower, in accordance with the provisions of the laws of [COUNTRY], hereby charges and pledges as and by way of a commercial pledge, in favor of the Lender, the following equipment and machinery, to wit:
[DESCRIBE EQUIPMENT/MACHINERY] (the “Property”)
3. PROPERTY
The location of the property of a fixed nature, which is pledged herein, is at the location of the Borrower situated at [FULL ADDRESS];
4. PLEDGE LOCATION
The establishment in the [State/Province] of [STATE/PROVINCE] where are controlled and recorded the movements of the assets pledged herein and which are not of a fixed nature, is located at [FULL ADDRESS];
5. CHANGE OF LOCATION OR ESTABLISHMENT
If the said location or establishment is changed, the Borrower shall immediately inform the
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