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
Friday, January 22, 2010
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
Friday, January 15, 2010
NON-DISCLOSURE AND NON-COMPETE AGREEMENT
This Acknowledgment of Obligations (the "Agreement") is made and effective this [DATE],
BETWEEN: [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:
[COMPLETE ADDRESS]
AND: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in connection with certain aspects of the development or marketing of certain computer systems or other products for Company; and
WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Company or clients of Company; and
WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. EMPLOYMENT
Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon the terms and conditions contained herein and at a compensation --------------------. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party by giving the other party notice of termination at least [NUMBER] days in advance. While employed by Company, Employee shall ---------------------------------------------- serve Company's interests.
2. CONFIDENTIALITY
Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential (collectively, including Company systems and Company client information, the "Confidential Information").
3. NON-DISCLOSURE
Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or after his ***********************************************************copies of any documents which contain or are derived from Confidential Information, whether prepared by the Employee or otherwise coming into the Employee's possession or control without the prior written permission of Company.
4. POSSESSION
Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee's services to Company whether or not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have no proprietary interest in any work product developed or used by Employee and ****************
Total 4 pages
Vivienna from http://www.business-letter2u.com/
BETWEEN: [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:
[COMPLETE ADDRESS]
AND: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in connection with certain aspects of the development or marketing of certain computer systems or other products for Company; and
WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Company or clients of Company; and
WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. EMPLOYMENT
Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon the terms and conditions contained herein and at a compensation --------------------. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party by giving the other party notice of termination at least [NUMBER] days in advance. While employed by Company, Employee shall ---------------------------------------------- serve Company's interests.
2. CONFIDENTIALITY
Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential (collectively, including Company systems and Company client information, the "Confidential Information").
3. NON-DISCLOSURE
Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or after his ***********************************************************copies of any documents which contain or are derived from Confidential Information, whether prepared by the Employee or otherwise coming into the Employee's possession or control without the prior written permission of Company.
4. POSSESSION
Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee's services to Company whether or not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have no proprietary interest in any work product developed or used by Employee and ****************
Total 4 pages
Vivienna from http://www.business-letter2u.com/
Tuesday, January 12, 2010
Patent License Agreement
This Patent License Agreement ("Agreement") is made and effective the [Date]
BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), 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: [LICENSEE NAME] (the "Licensee"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
A. The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled “[NAME]” and [NUMBER], entitled “[NAME]”.
B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories.
consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:
1. GRANT OF LICENSE
The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below.
2. REPRESENTATIONS OF LICENSOR
The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement.
3. SCHEDULE OF ROYALTIES
The Licensee agrees to pay the Licensor, commencing [DATE], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be ............................
Total 3 pages.
Vivienna from business-letter2u.com
BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), 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: [LICENSEE NAME] (the "Licensee"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
A. The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled “[NAME]” and [NUMBER], entitled “[NAME]”.
B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories.
consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:
1. GRANT OF LICENSE
The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below.
2. REPRESENTATIONS OF LICENSOR
The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement.
3. SCHEDULE OF ROYALTIES
The Licensee agrees to pay the Licensor, commencing [DATE], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be ............................
Total 3 pages.
Vivienna from business-letter2u.com
Sunday, January 10, 2010
Business Planning
Executive Summary
The executive summary will provide readers and potential investors a brief yet dynamic description of the key components of the business plan. To make sure it is clear and comprehensive, it is often the last section to be written. A first-time reader should be able to read the summary by itself and know what your business is all about. The summary should stand-alone and should not refer to other parts of your business plan.
The summary, between one to three pages in length, will motivate readers to continue reading the remainder of the business plan in more detail.
The summary should include the following subsections:
Business Description
Provide a brief description of your company. The opening paragraphs should introduce what you do and where. From this section, the investor must be convinced of the uniqueness of the business and gain a clear idea of the market in which the company will operate. The legal form of the business such as LLC, S-Corporation, C-Corporation, Partnership, or Proprietorship should be stated as well as the objectives of the business via a mission statement that clearly states the business' purpose and values. Include a vision statement as well as where you see the business in five to ten years. Be sure to answer the following questions that are usually asked by potential investors:
What form of business are you in?
What type of business is it (e.g. manufacturing, consulting, reselling, services)?
Is it a new business, a takeover, a franchise?
What is your product or service?
Products and Services
This should include a very brief overview and description of your products and services, with emphasis on distinguishing features. Be sure to answer the following questions that are usually asked by potential investors:
How will the products be made or the services performed?
What will they do for the customers/clients?
What is different about the product or service your business is offering?
What value do you add to your product?
What is it that separates your company from the rest of the pack?
Is your product or technology proprietary, patented, copyrighted?
The Market
Provide a brief description of the market you will be competing in. Here you will define your market, how large it is, and how much of the market share you expect to capture. It is important to reference credible sources and include the name of your source(s) of information along with a date. Indicate how you will market the products/services and which channels will be used to deliver your products/services to your target market(s) (i.e. website, direct sales force, Value Added Resellers, channel partners, etc…). Be sure to answer the following questions that are usually asked by potential investors:
What are the key drivers, trends, and influences in the market?
To whom do you market your products and services?
How will you educate your customers to buy from you?
Who is your target market?
Competition
It is important to show the reader that you have investigated the competition. Identify the direct and indirect competitors, with analysis of their pricing and promotional strategies, as well as an assessment of their competitive advantage. Based on this analysis, you can identify key obstacles for your business, the additional services you might offer, competitive challenges, as well as opportunities ahead. Briefly describe the competitive outlook and dynamics of the relevant market in which you will operate. Be sure to answer the following questions that are usually asked by potential investors:
Is your service better, faster, cheaper and if so why?
Is your advantage a temporary “window” and are there steps you can take to protect your position?
What have you learned from the competition? From their advertising?
How is their business currently? Steady? Increasing? Decreasing?
You may also wish to include the following table:
Management Team.................
Risk/Opportunity.....................
Financial Summary......................
This table should include a recap of your income statement:
Capital Requirements..................
use of funds.......
Total 47 pages for this Business planning letter
Vivienna from business-letter2u.com
The executive summary will provide readers and potential investors a brief yet dynamic description of the key components of the business plan. To make sure it is clear and comprehensive, it is often the last section to be written. A first-time reader should be able to read the summary by itself and know what your business is all about. The summary should stand-alone and should not refer to other parts of your business plan.
The summary, between one to three pages in length, will motivate readers to continue reading the remainder of the business plan in more detail.
The summary should include the following subsections:
Business Description
Provide a brief description of your company. The opening paragraphs should introduce what you do and where. From this section, the investor must be convinced of the uniqueness of the business and gain a clear idea of the market in which the company will operate. The legal form of the business such as LLC, S-Corporation, C-Corporation, Partnership, or Proprietorship should be stated as well as the objectives of the business via a mission statement that clearly states the business' purpose and values. Include a vision statement as well as where you see the business in five to ten years. Be sure to answer the following questions that are usually asked by potential investors:
What form of business are you in?
What type of business is it (e.g. manufacturing, consulting, reselling, services)?
Is it a new business, a takeover, a franchise?
What is your product or service?
Products and Services
This should include a very brief overview and description of your products and services, with emphasis on distinguishing features. Be sure to answer the following questions that are usually asked by potential investors:
How will the products be made or the services performed?
What will they do for the customers/clients?
What is different about the product or service your business is offering?
What value do you add to your product?
What is it that separates your company from the rest of the pack?
Is your product or technology proprietary, patented, copyrighted?
The Market
Provide a brief description of the market you will be competing in. Here you will define your market, how large it is, and how much of the market share you expect to capture. It is important to reference credible sources and include the name of your source(s) of information along with a date. Indicate how you will market the products/services and which channels will be used to deliver your products/services to your target market(s) (i.e. website, direct sales force, Value Added Resellers, channel partners, etc…). Be sure to answer the following questions that are usually asked by potential investors:
What are the key drivers, trends, and influences in the market?
To whom do you market your products and services?
How will you educate your customers to buy from you?
Who is your target market?
Competition
It is important to show the reader that you have investigated the competition. Identify the direct and indirect competitors, with analysis of their pricing and promotional strategies, as well as an assessment of their competitive advantage. Based on this analysis, you can identify key obstacles for your business, the additional services you might offer, competitive challenges, as well as opportunities ahead. Briefly describe the competitive outlook and dynamics of the relevant market in which you will operate. Be sure to answer the following questions that are usually asked by potential investors:
Is your service better, faster, cheaper and if so why?
Is your advantage a temporary “window” and are there steps you can take to protect your position?
What have you learned from the competition? From their advertising?
How is their business currently? Steady? Increasing? Decreasing?
You may also wish to include the following table:
Management Team.................
Risk/Opportunity.....................
Financial Summary......................
This table should include a recap of your income statement:
Capital Requirements..................
use of funds.......
Total 47 pages for this Business planning letter
Vivienna from business-letter2u.com
Thursday, January 7, 2010
Service Level Agreement
This Service Level Agreement (the Agreement”) is effective as of [DATE] (the "Effective Date").
BETWEEN: [YOUR COMPANY NAME] (the "Service Provider"), 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: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the "Service Provider Network Location(s)").
WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and
WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the "Location and Equipment Summary"), which is attached hereto and made a part hereof; and
WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the "Parties" and singularly as the "Party") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the "Statement of Work"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the "Non-Recurring and Monthly Recurring Pricing Summary"), which is attached hereto and made a part hereof;
NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. UNDERTAKINGS
A. Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work.
B. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work.
C. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work.
D. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein.
E. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment.
F. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work.
2. TERM AND TERMINATION
A. The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE].
B. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the "Effective Date").
C. Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party.
D. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable.
E. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law.
F. The rights and duties in Article D, "Warranty and Liability" shall survive the termination of this Agreement.
3. FINANCIAL PROVISIONS
A. Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
B. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
C. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site ..........
Total 12 pages for this Service Level Agreement
Vivienna from http://www.business-letter2u.com/Templates.htm
BETWEEN: [YOUR COMPANY NAME] (the "Service Provider"), 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: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the "Service Provider Network Location(s)").
WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and
WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the "Location and Equipment Summary"), which is attached hereto and made a part hereof; and
WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the "Parties" and singularly as the "Party") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the "Statement of Work"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the "Non-Recurring and Monthly Recurring Pricing Summary"), which is attached hereto and made a part hereof;
NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. UNDERTAKINGS
A. Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work.
B. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work.
C. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work.
D. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein.
E. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment.
F. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work.
2. TERM AND TERMINATION
A. The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE].
B. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the "Effective Date").
C. Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party.
D. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable.
E. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law.
F. The rights and duties in Article D, "Warranty and Liability" shall survive the termination of this Agreement.
3. FINANCIAL PROVISIONS
A. Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
B. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
C. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site ..........
Total 12 pages for this Service Level Agreement
Vivienna from http://www.business-letter2u.com/Templates.htm
Tuesday, January 5, 2010
Partnership Agreement
This Partnership Agreement ("Agreement") is made and effective this [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "First Partner"), 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 PARTNER NAME] (the "Second Partner"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
A. Partners desire to join together for the pursuit of common business goals.
B. Partners have considered various forms of joint business enterprises for their business activities.
C. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes.
D. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE OR ACT].
In consideration of the mutual promises contained in this agreement, partners agree as follows:
1. NAME AND DOMICILE
The name of the partnership shall be [NAME]. The principal place of business shall be at [ADDRESS], [CITY], [STATE/PROVINCE], unless relocated by consent of the partners.
2. PURPOSES
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.
3. DURATION OF AGREEMENT
The term of this agreement shall be for [NUMBER] years, commencing on [DATE], and terminating on [DATE], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.
4. CLASSIFICATION AND PERFORMANCE BY PARTNERS
a. Partners shall be classified as active partners, advisory partners, or estate partners.
b. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [AGE] years, and in each case shall continue as such for [NUMBER] years unless the partner sooner withdraws or dies.
c. If an active partner dies, the partner’s estate will become an estate partner for [NUMBER] years. If an advisory partner dies within [NUMBER] years of having become an advisory partner, the partner will become an estate partner for the balance of the [NUMBER]-year period.
d. Only active partners shall have any vote in any partnership matter.
e. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [NAME] and [NAME], who shall be advisory partners.
f. An active partner, after attaining the age of [AGE] years, or prior to that age if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [NUMBER] calendar months’ prior notice in writing of the partner’s intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [ADDRESS], [CITY], [STATE/PROVINCE] not less than [NUMBER] calendar months prior to the date when the change is to become effective.
g. Any active partner may at any age be required to become an advisory partner at any time if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [CHAIRMAN OR AS THE CASE MAY BE] of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] or, in the event of his or her being unable to sign at the time, by another member of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE]. The notice shall be served personally on the partner required to change his or her status, or mailed by registered mail to the partner’s last known address. Change of the partner’s status shall become effective as of the date specified in the notice.
h. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner’s birthday occurs.
i. In the event that an active partner becomes an advisory partner or dies, the partner or the partner’s estate shall be entitled to the following payments at the following times..............
5. CONTRIBUTION
Each partner shall contribute [AMOUNT] on or before [DATE] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen.
6. MANAGEMENT OF THE PARTNERSHIP
The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have .......
Total 7 pages for this partnership agreement.
Vivienna from http://www.business-letter2u.com/Templates.htm
BETWEEN: [YOUR COMPANY NAME] (the "First Partner"), 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 PARTNER NAME] (the "Second Partner"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
A. Partners desire to join together for the pursuit of common business goals.
B. Partners have considered various forms of joint business enterprises for their business activities.
C. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes.
D. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE OR ACT].
In consideration of the mutual promises contained in this agreement, partners agree as follows:
1. NAME AND DOMICILE
The name of the partnership shall be [NAME]. The principal place of business shall be at [ADDRESS], [CITY], [STATE/PROVINCE], unless relocated by consent of the partners.
2. PURPOSES
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.
3. DURATION OF AGREEMENT
The term of this agreement shall be for [NUMBER] years, commencing on [DATE], and terminating on [DATE], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.
4. CLASSIFICATION AND PERFORMANCE BY PARTNERS
a. Partners shall be classified as active partners, advisory partners, or estate partners.
b. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [AGE] years, and in each case shall continue as such for [NUMBER] years unless the partner sooner withdraws or dies.
c. If an active partner dies, the partner’s estate will become an estate partner for [NUMBER] years. If an advisory partner dies within [NUMBER] years of having become an advisory partner, the partner will become an estate partner for the balance of the [NUMBER]-year period.
d. Only active partners shall have any vote in any partnership matter.
e. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [NAME] and [NAME], who shall be advisory partners.
f. An active partner, after attaining the age of [AGE] years, or prior to that age if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [NUMBER] calendar months’ prior notice in writing of the partner’s intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [ADDRESS], [CITY], [STATE/PROVINCE] not less than [NUMBER] calendar months prior to the date when the change is to become effective.
g. Any active partner may at any age be required to become an advisory partner at any time if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [CHAIRMAN OR AS THE CASE MAY BE] of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] or, in the event of his or her being unable to sign at the time, by another member of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE]. The notice shall be served personally on the partner required to change his or her status, or mailed by registered mail to the partner’s last known address. Change of the partner’s status shall become effective as of the date specified in the notice.
h. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner’s birthday occurs.
i. In the event that an active partner becomes an advisory partner or dies, the partner or the partner’s estate shall be entitled to the following payments at the following times..............
5. CONTRIBUTION
Each partner shall contribute [AMOUNT] on or before [DATE] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen.
6. MANAGEMENT OF THE PARTNERSHIP
The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have .......
Total 7 pages for this partnership agreement.
Vivienna from http://www.business-letter2u.com/Templates.htm
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