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Partnership Agreement Template (US)

Updated on August 5, 2026

A general partnership agreement sets out how two or more partners own, manage, and share the profits and losses of a business — and, whether the split is an even 50/50 or a majority-minority arrangement like 70/30, the biggest risk in a general partnership isn't in the ownership percentages themselves. It's that every general partner is personally liable for the whole of the partnership's debts, and that a 50/50 split has no tie-breaker built in unless the agreement provides one.

The agreement below is the editor: choose an equal split, a majority-minority split, or a custom percentage above it, and the ownership, management, and deadlock or minority-protection clauses update to match. Type into the highlighted blanks and download a clean Word or PDF file with no sign-up and no watermark.

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Partnership Agreement

This Partnership Agreement is made on by and between , of , and , of (together, the "Partners"), to form a general partnership under the name (the "Partnership").

1. Purpose

The Partnership is formed for the purpose of: .

2. Ownership

:
%
:
%

3. Personal Liability

Each Partner acknowledges that, as a general partner, they are personally liable for the debts and obligations of the Partnership, including those incurred by the other Partner in the ordinary course of Partnership business, to the extent provided by applicable law.

4. Capital Contributions

5. Management (Equal Partners)

Both Partners have equal authority to manage the Partnership's ordinary business. Incurring debt above , admitting a new partner, or dissolving the Partnership requires the written consent of both Partners.

6. Deadlock

If the Partners cannot agree on a matter requiring both Partners' consent, they shall meet in good faith within days of either Partner's written notice of the disagreement. If unresolved after that meeting, the matter shall be submitted to mediation within days. If mediation does not resolve the matter, either Partner may initiate a buy-sell process for the other Partner's interest at a fair market value determined by an independent appraiser.

7. Profit and Loss Allocation

Profits and losses are allocated in proportion to each Partner's ownership percentage, unless otherwise agreed in writing. The Partnership's fiscal year ends on .

8. Indemnification

Each Partner shall indemnify the Partnership and the other Partner against losses, claims, and expenses arising from that Partner's own negligence, breach of this Agreement, or willful misconduct.

9. Confidentiality

Each Partner shall keep confidential all non-public information relating to the Partnership's business, both during and after the term of this Agreement, except as required by law.

10. Non-Competition

For months after a Partner withdraws from the Partnership, that Partner shall not engage in within , without the other Partner's written consent.

11. Withdrawal and Dissolution

A Partner may withdraw from the Partnership by giving days' written notice. Upon withdrawal, death, or incapacity of a Partner, or upon mutual written agreement, the remaining Partner has the option to acquire the departing Partner's interest at a fair market value determined by an independent appraiser, or the Partnership shall be dissolved and its assets liquidated in proportion to each Partner's ownership percentage.

12. General

This Agreement is governed by the law of and constitutes the entire agreement between the Partners. It may be amended only in writing signed by both Partners.

Partner

Date:

Partner

Date:

Every general partner is personally liable — say so

In a general partnership, each partner is personally liable for the partnership's debts and obligations, including debts incurred by the other partner in the ordinary course of the business — this is the single most consequential legal fact about the structure, and it's worth stating plainly in the agreement itself rather than leaving partners to discover it only when a creditor comes looking. Partners who want liability protection instead of a general partnership should be looking at an LLC or limited partnership, not this document.

A 50/50 split needs a deadlock clause, or the partnership has no tie-breaker

When two partners each hold half the vote, any decision requiring both partners' consent can simply stall if they disagree — there's no third vote to break the tie. A 50/50 agreement without a deadlock mechanism is, in practice, betting that the partners will never seriously disagree about anything requiring joint approval. This template's equal-split option includes a deadlock ladder: a set period to meet and resolve the disagreement directly, then mediation, then a buy-sell option if mediation doesn't work — so there's an actual path forward instead of an indefinite stall.

In a majority-minority split, the minority partner needs protection, not just a title

Giving one partner day-to-day control (common and often sensible in a 70/30 or similar split) shouldn't mean the minority partner has no rights beyond a defined profit share. This template's majority-minority option adds an information right (access to the partnership's books and records on reasonable notice), a requirement that the majority partner disclose and get consent for transactions where they have a personal interest, and a right of first refusal if the majority partner wants to sell their interest to a third party — the protections a 70/30 agreement needs and Jotform's version doesn't have at all.

The clauses, explained

Ownership split
Equal 50/50, majority-minority, or a custom percentage — selected above the document, driving the management and protection clauses that follow.
Joint and several liability
States plainly that each partner is personally liable for the whole of the partnership's obligations, not just their percentage share — the fact most partnership templates leave unsaid.
Management
In an equal split, both partners have equal management authority. In a majority-minority split, the majority partner has day-to-day control, subject to the minority partner's protections below.
Deadlock (equal split)
A defined path when the partners can't agree on a matter requiring joint consent: a direct-meeting period, then mediation, then a buy-sell option — rather than an indefinite stall.
Minority protections (majority-minority split)
Information rights, a consent requirement for the majority partner's self-dealing, and a right of first refusal if the majority partner wants to sell — protections a minority partner actually needs.
Indemnification
Each partner indemnifies the partnership and the other partner against losses caused by their own negligence, breach, or misconduct — a clause missing from both of Jotform's partnership templates.
Non-competition
A restriction with a defined duration and a stated geographic and activity scope — not an open-ended blank, which courts are much less likely to enforce.

Requirements checklist

  • General partners are personally liable for partnership debts

    Unlike an LLC or corporation, a general partnership does not shield its partners from personal liability for the partnership's obligations. This is true by default regardless of what a partnership agreement says about ownership percentages.

    Uniform Partnership Act framework (as adopted state-by-state)

How to use this template

  1. Choose the ownership split. Select equal 50/50, majority-minority, or custom — this determines whether the deadlock clause or the minority-protection clauses appear.
  2. Fill in the partners and the partnership. Type each partner's name and address, the partnership's name, and its business purpose into the highlighted blanks.
  3. Set contributions and the consent threshold. Fill in each partner's capital contribution and the dollar amount above which incurring debt requires both partners' written consent.
  4. Complete the deadlock or minority-protection fields. For an equal split, fill in the meeting and mediation periods. For a majority-minority split, confirm the information-rights and right-of-first-refusal terms.
  5. Set the non-compete scope. Fill in a specific duration, geographic area, and type of competing activity — an open-ended restriction is less likely to be enforced.
  6. Sign and download. Both partners sign, then download the agreement as a Word or PDF file.

Frequently asked questions

Am I personally liable for my partner's business debts?

Yes, in a general partnership — each partner is personally liable for the partnership's obligations, including those incurred by the other partner in the ordinary course of business, regardless of your ownership percentage. If you want liability protection, a general partnership isn't the right structure; consider an LLC or limited partnership instead.

What happens if my 50/50 partner and I can't agree on something?

That's exactly what a deadlock clause is for. This template's equal-split option gives you a set period to meet and resolve the issue directly, then mediation if that doesn't work, then a buy-sell option as a last resort — without one, a 50/50 disagreement on a matter requiring joint consent can simply stall indefinitely.

Does the minority partner in a 70/30 split get any say in decisions?

It depends on what the agreement gives them — which is exactly the gap this template's majority-minority option fills: information rights to inspect the books, a requirement that the majority partner disclose and get consent for self-dealing transactions, and a right of first refusal if the majority partner wants to sell. Without these, a minority partner can be left with a profit share and no real protection.

Can I use one agreement for both a 50/50 and a 70/30 partnership?

Yes — this template's ownership-split selector swaps the management, deadlock, and minority-protection clauses to match whichever split you choose, so you don't need two separate documents for two different ownership structures.

Is a non-compete clause with no specific duration enforceable?

It's much less likely to be. Courts in many states are skeptical of non-compete restrictions that don't state a specific duration, geographic area, and scope of restricted activity — an open-ended blank is a common defect in template agreements and this one asks you to fill in all three specifically.

Do I need a written partnership agreement at all?

In most states, a general partnership can exist without one — you can end up in a partnership by conduct alone. But without a written agreement, you're relying entirely on your state's default partnership law for ownership, management, and dissolution terms, which is rarely what two partners would actually choose if they thought about it.

Related templates

Disclaimer

This template and guide are provided for general information only and do not constitute legal advice. Partnership law, including liability rules and non-compete enforceability, varies by state and changes over time. Consult a business attorney before relying on this document, particularly regarding liability exposure and non-compete scope.