Sample Of Managing Partnership Agreement MPA
Managing Partnership Agreement (the “Agreement”) is made on the ____________day of ______________ 20_____. The Partners in this agreement are as follows:
John Doe Through CEO___________________________________
as Managing Partners (individually a Managing Partner and collectively the Managing Partners).
WHEREAS, the Partners desire to enter into a Managing Partnership Agreement to set out formally all terms and conditions of their partnership, their respective rights and obligations with respect to the partnership, the purposes of the Partnership, the relationships among the partners, and other matters, NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions contained in this Agreement agree to the following:
This Managing Partnership will be known as ___________________________________ (the Partnership”). However, the business of the Managing Partnership may be conducted, on compliance with all applicable laws, under any other name determined to be appropriate or advisable by the General Partners(s).
The Managing Partnership:
The Partners wish to become legal partners in business.
The terms and conditions of their Partnership will be outlined in this Agreement.
If the Agreement is executed, the Limited Partnership will be in effect on _________________________.
The Managing Partnership will be governed under the laws of the state of Alabama.
The Managing Partnership’s primary purpose is: ________Gibbs Media ____________is an Entertainment Company, in the business of Record Label and Recording Studio, which will provide services including but not limited to: Recording, Graphics, Photography, CD duplication, Music Production, Performance Arts/ Artist Development, Event Promotions, Video Production, and Marketing.
Power of Attorney:
The Managing Partner Mr. Tedshon Gibbs may irrevocably appoint the General Partner(s) as their attorney in fact to make, execute, acknowledge, certify, deliver and file with respect to the Limited Partnership or any successor to it:
Any Certificates of Limited Partnership and all amendments or reinstatements that may be required or permitted from time to time pursuant to the provisions of the Agreement or the laws of the State;
Any and all papers that may be deemed necessary or desirable by the General Partner to effect the termination of the Limited Partnership after it’s dissolution as provided for in this Agreement; and
Any and all other instruments, documents, and certificates that may from time to time be required by the laws of any state, the United States of America, or any political subdivision or agency, to effectuate, implement, continue, and defend the existence, rights and property of the Limited Partnership and the purposes set forth in this Agreement.
The General partner Ms. Gabrielle Farrel will contribute her expertise on the daily basis as a manager of Gibbs media for the goodwill of the studio. She has not contributed anything except her professional expertise and will be equal partner in profit/loss in the future. Mr Tedshon is already the main contributor and will enjoy all the related legal rights of Gibbs media. .
Management of Partnership Interest and Authority:
The business and affairs of the Partnership shall be managed solely by Tedshon Gibbs owner of Gibbs Media. He will to do all things necessary or appropriate to carry on its business and purposes, including, but not limited to, the right to incur and satisfy obligations relating to the operation of the Limited Partnership, and to exercise all rights and powers conferred on the General Partner(s) by law. He will be the final authority to make any decision regarding this agreement. His decision will be final and acceptable to all other partners.
The General Partner Gabrielle Ferrel, after the approval from Tedhson Gibbs ,CEO will look after business of Gibbs Media as a Manager, and act a Production Manager,chief editor. She will be responsible to manage talent and will be responsible to produce high quality standard videos in her management. She will deliver the quality work for the goodwill of Gibbs media.
The partner agree on the 50/50 % profit/loss sharing only. All the assets and infrastructure belongs to principal owner ofGibbs Media. It is pertinent to mention here that no salary will be paid to MS. Gabrielle Farrel against her service except 50% share, in case of profit.
The contract will be contingent upon the day to day performance. MR Tedhson Gibbs can terminate it if the performance of any other general partner remain unsatisfactory for the period of 15 days.
In case of death the contract will be automatically terminated.
All monies will be deposited in the accounts of Gibbs media. No General Partner can receive the money directly from the customer.
The Partner’s ownership interest in the Partnership will be as follows:
….. _________50_______% ( after the final deduction of all liabilities)
The Partner’s authority will be defined by the following unless otherwise stated in the Agreement: Gabrielle Ferrell is not authorized to act on her own in obtaining contracts, financial, or other obligations on the Limited Partnership. Decisions will be based on the complete discretion of the principal owner MR. TEDHSON GIBBS, Owner of Gibbs Media.
Allocation of Income, Costs and Loss
For each full or partial taxable year of the Limited Partnership, each item of the Limited Partnership’s income, loss, deduction, credit and tax preference with respect to or resulting from Limited Partnership operations or from any Capital Transaction shall be allocated among the Partners for income tax purposes pro rata in accordance with their respective Partner’s Percentage Interests.
Manner of Cash Distributions:
Distributions of Cash Flow shall be made to each of the Partners pro rata in accordance with their respective Partner’s Percentage Interests unless otherwise specified by the Partners which may adjust to the amount of work hours, job or type of work, skill or knowledge of the individual Partner which will be contained herein.
Reimbursement from the Managing Partnership:
The General Partner(s) shall be entitled to reimbursement from the Limited Partnership for all out-of-pocket expenses reasonably paid or incurred by it, on behalf of the Managing Partnership, in connection with the performance of its functions or the discharge of its obligations under this Agreement. This reimbursement shall have priority over cash distributions to Partners.
Liability of the General Partner:
. The General Partner(s) shall not be liable to the Limited Partners because any taxing authorities disallow or adjust any deductions or credits claimed in the Limited Partnership’s income tax returns or for the return of all or any portion of the capital contributions of the Limited Partners.
Indemnification of the General Partner:
The General Partner(s) shall be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Permitted Act of the General Partner(s) and on account of all reasonable attorneys’ fees incurred in connection with it. The General Partner(s) shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action or damage arising from or relating to any Excluded Act of the General Partner(s). Any indemnity under this Section or otherwise shall be paid out of and only to the extent of the Limited Partnership’s assets.
Limited Partner’s Rights to Participate in Management:
Except as otherwise provided in this Agreement, the Limited Partners shall have only those rights granted to limited partners pursuant to the applicable State laws and shall have no right to, nor shall they take any part in or interfere with the conduct, control, or management of the business of the Limited Partnership. No Limited Partner shall have the power to sign for or bind the Limited Partnership. Any exercise by the Limited Partners of their rights under this Agreement shall be deemed to be an action affecting the agreement among the Partners and not an action affecting the management or control of the business of the Limited Partnership.
Subject only to the provisions of the Uniform Limited Partnership Act applicable to the State, no Limited Partner shall have personal liability of any kind for any debts, liabilities, or other obligations of the Limited Partnership.
Restriction on Outside Activities of the General partner and the Limited partners:
The General Partner MS. GABRIELLE FERREL agree to refrain from engaging or participating in the development or management of any business, within the same geographical area that might be competitive with Limited Partnership during the term of the Agreement.
Books of Account. All the books and accounts will be in the supervision of Mr. Tedshon Gibbs Principal Owner of Gibbs Studio . No other partner will have access to the account section.
Reports and Accounts. As soon as reasonably practicable after the end of each Accounting Period, each Limited Partner shall be provided with a report audited by an independent certified public accountant selected by the General Partner(s) that contains: the balance sheet of the Limited Partnership as of the last day of that Accounting Period, a statement of profit and loss showing the amounts allocated to or against that Limited Partner’s account with respect to that Accounting Period.
Fiscal Year. The fiscal year will be complete on (Month)________________ first of each year. All Partners will present their position on the state of the Limited Partnership within two weeks of the completion of each fiscal year.
The following partners will be able to sign checks from any joint Partner account:
Sarah Sams: _____________________________________
Fred Rick: ______________________________________
John Doe: ______________________________________
Jane Smith: _____________________________________
The Limited Partnership will amend this agreement to include new partners, if any upon the written permission from Mr. Tedshon Gibbs
Withdrawal of General Partner.
No partner can withdraw from the agreement without showing any good cause before Mr. Tedshon Gibbs Principal Owner of Gibbs Studio. “Withdrawal” shall include the separation of the General partner due to death, dissolution, insanity, bankruptcy, retirement, resignation, expulsion, operation of law or any other incapacity or circumstances that prevents the General Partner from effectively discharging the duties of a General Partner under this Agreement.
Should the Limited Partnership be dissolved
The Limited Partnership will be liquidated, and the debts will be paid. All remaining funds after debts have been paid will be distributed based on the percentage of ownership interest outlined in this Agreement. MR.Tedshon Gibbs Shall have the final authority on the subject of Dissolution in case of any unavoidable circumstances.
The General Partner or the Liquidating Partners, as the case may be, shall take or cause to be taken a full account of the Limited Partnership’s assets and liabilities as of the date of the dissolution and shall proceed with reasonable promptness to liquidate the Limited Partnership’s assets and to terminate its business on a dissolution of the Limited Partnership.
The assets of the Limited Partnership, as and when available, shall be applied in the following order:
To the payment of all taxes, debts and other obligations and liabilities of the Limited Partnership, including the necessary expenses of liquidation, provided, however, that all debts and other obligations and liabilities of the Limited Partnership as to which personal liability exists with respect to any Partner shall be satisfied, or a reserve established for them, prior to the satisfaction of any other debt or other obligation or liability of the Limited Partnership as to which no personal liability or liability exists, a reserve, in such amounts as the General Partner or the Liquidating Partners deem reasonable, shall be established to meet the contingent debt, obligation, or liability, which reserve shall be distributed as provided here, only on the termination of the contingency;
To the Partners pro rate in accordance with their respective Partner’s Percentage Interests.
The General Partner MR. TEDHSON GIBBS or the Liquidating Partner shall administer the liquidation of the Limited Partnership and the termination of its business. It shall be allowed a reasonable time for the orderly liquidation of the Limited Partnership’s assets and the discharge of liabilities to creditors, so as to minimize losses resulting from the liquidation of the Limited Partnership’s assets. Notwithstanding anything to the contrary elsewhere provided in this Agreement, the General Partner or the Liquidating Partners shall not be personally liable for the return of any part of the Partner’s capital contribution. Any return shall be made solely from the Limited Partnership’s assets.
Except as otherwise provided in this Agreement, no dissolution or termination of the Limited Partnership shall relieve, release, or discharge any Partner, or any of his or her successors, assigns, heirs, or legal representatives from any previous breach or default of, or any obligation incurred or accrued under, any provision of this Agreement, and any and all liabilities, claims, demands, or causes of action arising from any of those breaches, defaults and obligations shall survive dissolution and termination.
On compliance with the foregoing plan of liquidation and distribution, the Limited Partnership shall be terminated and the General Partner or the Liquidating Partners shall file or cause to be filed a cancellation of the Certificate of Limited Partnership.
-Amendments may be made hereto upon the the approval from MR.TEDHSON GIBBS.
-Amendments must be expressly written and have the original signatures of all Partners.
Unless otherwise provided in this Agreement, any offer, acceptance, election, approval, consent, certification, request, waiver, notice, or other communication required or permitted to be given shall be deemed given by Mr. Tedshon Gibbs Principal Owner of Gibbs Studio in writing, when delivered personally (with receipt acknowledge) or mailed first class, certified mail, return receipt requested, postage paid to the Partners at the addresses set forth below:
Sarah Sams: ___________________________________________________________________
Fred Rick: ___________________________________________________________________
John Doe: ___________________________________________________________________
Jane Smith: ___________________________________________________________________
Except as otherwise expressly provided in the Agreement, this Agreement contains the entire agreement of the Partners with respect to the terms and conditions of the Limited Partnership and supersedes all prior agreements, certificates, and understandings, oral or otherwise, among the Partners with respect to these matters.
Except as otherwise expressly provided in this Agreement, no purported waiver by any Partner of any breach by another Partner of any of his or her obligations, agreements, or covenants shall be effective unless made in writing subscribed by the Partner or Partners sought to be bound, and no failure to pursue or elect any remedy with respect to any default under or breach of any provision of this Agreement shall be deemed to be a waiver of any other subsequent default or breach, or any election of remedies available, nor shall the acceptance or receipt by any Partner of any money or other consideration due him or her under this Agreement, with or without knowledge of any breach under this Agreement, constitute a waiver of any provision of this Agreement with respect to that or any other breach.
Headings and Number:
The section headings contained in this Agreement have been inserted only as a matter of convenience or reference and in no way define, limit, or describe the scope or intent of any provisions of this Agreement, nor in any way affect any of the provisions. Where appropriate, the singular number shall be deemed to include the plural, and the plural number shall be deemed to include the singular.
Each provision of this Agreement shall be considered to be severable. If, for any reason, any provision or any part of a provision is determined to be invalid and contrary to any existing or future applicable law, the invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or provisions had been omitted.
This Agreement may be executed in one or more counterparts. Each counterpart shall be deemed for all purposes to be an original, but all of the counterparts together shall constitute but one and the same instrument binding on all Partners.
This Agreement shall be binding on and insure to the benefit of the Partners and their respective executors, administrators, and successors. This Agreement shall not be deemed for the benefit of creditors or any other persons, nor shall it be deemed to permit any assignment by a Partner of any of his or her rights or obligations except as expressly provided in this Agreement.
Each of the Partners agrees that he or she shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and are not inconsistent with law or the terms of this Agreement.
Prohibition against Partition:
Each of the Partners permanently waives and relinquishes any and all rights he or she may have to cause any property of the Limited Partnership to be partitioned, it being the intention of the Partners to prohibit any Partner from bringing a suit for partition against the other Partners, or any of them.
All Partners agree to enter into mediation before filing suit against any other Partner or the Limited Partnership for any dispute arising from this Agreement or Limited Partnership. Partners agree to attend one session of mediation before filing suit. If any Partner does not attend mediation, or the dispute is not settled after one session of mediation, the decision shall be referred to the Arbitrator to solve the dispute
All Partners signed hereto agree to the above stated Agreement.
Signed this _______________day of ______________, 20______________