Specimen partnership or llp members' agreement (England and Wales)

This Partnership or Llp Members' Agreement is made this [  ] day of [insert month] [insert year] between:

(a)[PARTY 1 NAME] LIMITED, a company incorporated in England and Wales with company number [number], whose registered office is at [address] (the “[Short name]”)

(b)[PARTY 2 NAME] LIMITED, a company incorporated in England and Wales with company number [number], whose registered office is at [address] (the “[Short name]”)

together herein referred to as the “Parties” or individually as a Party

(A)The Partners carry on business in partnership under the name set out in the Schedule.

(B)The Partners wish to record the terms on which they carry on that business.

The Parties agree as follows:

In this Agreement, the following definitions apply:

“Agreement” means this agreement including its Schedule.

“Business” means the business described in the Schedule.

“Capital” means the capital contributed by each Partner as set out in the Schedule.

2.1The Partners shall share the profits and bear the losses of the Business in the proportions set out in the Schedule.

2.2Each Partner may draw on account of profits such monthly sums as the Partners agree from time to time.

3.1Day-to-day decisions shall be made by a majority of the Partners.

3.2The following decisions require the agreement of all the Partners: admitting a new partner, borrowing above the limit set out in the Schedule, and changing the nature of the Business.

4.1A Partner may retire by giving the other Partners not less than 6 months' written notice.

4.2The retiring Partner shall be paid the balance of their capital and current accounts, as shown by accounts drawn up to the retirement date, by instalments over 12 months.

5.1Either party may terminate this Agreement immediately by written notice if the other party commits a material breach which, if capable of remedy, it fails to remedy within 30 days of written notice requiring it to do so.

5.2Termination does not affect any rights or remedies which have accrued as at the date of termination.

Any notice under this Agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the address of the recipient set out in this Agreement, or such other address as it notifies.

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises and understandings between them relating to its subject matter.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

11.1If a dispute arises out of or in connection with this Agreement, the parties shall first attempt to resolve it by negotiation between senior representatives.

11.2If the dispute is not resolved within 30 days, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.

11.3If the dispute is not settled by mediation within 60 days of the mediator's appointment, either party may refer it to the courts of England and Wales.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

This Agreement has been entered into on the date stated at the beginning of it.

[Details of the partnership or llp members' agreement: parties' particulars, description, price and timetable.]