Model partnership contract agreement:
Party B:
Based on the principles of honesty, equality and mutual benefit, Party A and Party B give full play to their respective resource advantages and reach the following cooperation understanding:
I. Cooperation projects
1, xxx cooperation
2.xxx cooperation
Second, the rights and responsibilities of both parties
1. Both parties integrate their respective resources for cooperation;
2. If both parties reach a cooperation intention on the project, they should sign a project cooperation agreement.
Third, the mode of cooperation: renegotiation
Four. Term of cooperation: five years is a long time.
Verb (abbreviation of verb) cooperation agreement and others
1. This agreement is a general cooperation contract in duplicate, with each party holding one copy, which has the same legal effect. As an annex to this contract, the cooperation methods and project contents of specific cooperation projects have the same legal effect.
2. Matters not covered in this agreement shall be settled by both parties through consultation based on the principle of friendly cooperation.
Party a: party a's representative: date: 20 13 September.
Party B: Representative of Party B: Date: 201September 3.
Matters needing attention
In concluding a partnership contract, in addition to following the general principles of contract conclusion, we should also pay attention to the following related matters:
1. Define the capital contribution of the partners.
The capital contribution of partners is the material basis for the development of partnership enterprises. Partners may contribute their capital in cash, in kind, intellectual property rights, land use rights or other property rights, or they may contribute their capital in labor services. The amount and types of investment made by partners are not necessarily the same, but they must be converted into several shares according to their value. Therefore, no matter how the investment is made, the way, amount and duration of the partner's investment should be clearly stipulated in the agreement. The determination of the capital contribution of the partners can be evaluated by a statutory evaluation agency entrusted by all the partners, or can be determined by all the partners through consultation. It is important to make clear the amount and proportion of capital contribution of each partner when signing the partnership agreement, so as to make clear the rights and obligations of each partner in the future income distribution and debt commitment.
2. Partner qualification examination
The qualifications of partners should include personality, ability, family situation, assets, large foreign debts, etc. This is the most important aspect of signing a cooperation agreement. If the partner is an enterprise, a copy of its business license shall be kept; If the partner is an individual, the ID number, home address and telephone number should be recorded in detail. In addition, when examining the qualifications of partners, we should also pay attention to the following restrictive provisions:
(1) A wholly state-owned company, state-owned enterprise, listed company, institution or social organization may not become a general partner;
(2) In a general partnership, if the partners are natural persons, they shall have full capacity for civil conduct; In a limited partnership, if the limited partner is a natural person, he may be a person without full capacity for civil conduct;
(3) In a special general partnership, partners need to have corresponding professional qualifications, for example, partners in a law firm need to have legal practice qualifications;
(4) If a natural person as a limited partner dies, is declared dead according to law, or a legal person or other organization as a limited partner terminates, his successor or successor of rights may obtain the qualification of a limited partner of a limited partnership enterprise according to law.
3. The words "useless"
The partnership agreement shall not be named as "limited" or "limited liability". According to the provisions of the People's Republic of China (PRC) Partnership Enterprise Law, the partners of a general partnership enterprise shall bear unlimited joint and several liability for the debts of the enterprise; The general partner of a limited partnership enterprise shall bear unlimited joint and several liability for the debts of the partnership enterprise, and the limited partner shall bear joint and several liability for the debts of the partnership enterprise to the extent of the capital contribution subscribed by him. If the partnership enterprise is named with the words "limited" or "limited liability", it is deceptive and may affect the normal trading behavior.
4. Clearly define the rights and obligations of partners.
(1) The rights of partners mainly include:
The management, voting and supervision of partnership affairs are decided by all partners, and each partner has the right to manage, vote and supervise no matter how much he contributes.
The partners in the partnership enterprise have the right to distribute profits according to the agreement. Whether the profits are distributed according to the proportion of capital contribution, energy input, partnership management responsibility or other means, even if all the partners tacitly agree, should be stated in the agreement.
The right to consult the account books. Partners have the right to consult the account books related to the operation and financial status of the partnership.
In the agreement on the right to withdraw from the partnership, we should consider the agreed way of withdrawing from the partnership, the sharing of debts, the division of partnership property and how to compensate other partners for the losses caused by withdrawing from the partnership.
(2) The obligations of partners mainly include:
Partners who have fully contributed their capital shall actually contribute their capital in accordance with the agreement.
Sharing the operating losses and debts of the partnership enterprise is embodied in taking joint and several responsibilities externally, and sharing the responsibilities of operating losses and debts internally in proportion according to the agreement. In order to avoid prevarication in the future, it should also be clearly stipulated in the agreement as far as possible.
Commercial competition is prohibited. Partners may not engage in business competing with this partnership alone or in cooperation with others.
Obligation to keep business secrets after withdrawing from the partnership Our country's laws do not explicitly stipulate the confidentiality obligation of partners after withdrawing from the partnership, and the negotiation and agreement in the partnership agreement can be binding on all partners.
Matters not stipulated or clearly stipulated in the partnership agreement shall be decided by the partners through consultation; If negotiation fails, it shall be handled in accordance with the provisions of this Law and other relevant laws and administrative regulations.
legal ground
People's Republic of China (PRC) Civil Code
Article 470 The contents of a contract shall be agreed upon by the parties, and generally include the following clauses:
(1) The name and domicile of the party concerned;
(2) Subject matter;
(3) quantity;
(4) quality;
(5) Price or remuneration;
(6) Time limit, place and method of performance;
(7) Liability for breach of contract;
(8) Methods for resolving disputes.
The parties may conclude a contract by referring to the model texts of various contracts.
Article 967 A partnership contract is an agreement between two or more partners to share benefits and bear risks for the same business purpose.