LIMITED PARTNERSHIP AGREEMENT
TABLE OF CONTENTS
1. Formation
2. Names and Place of Business
3. Term of Partnership
4. Contributions of Capital
5. Profits and Losses
6. Ownership of Partnership Property
7. Fiscal Matters
8. Management of Partnership Affairs
9. Liabilities
10. Prohibited Transactions
11. Restrictions on Transfers
12. Termination of the Partnership:
13. Representations and Warranties of Limited Partners
14. Compensation of General Partner(s)
15. Limited Partners Right to Sell Partnership Property
AGREEMENT AND CERTIFICATE OF
LIMITED PARTNERSHIP
OF [NAME], LTD.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERS OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR UPON THE SUBMISSION TO THE GENERAL PARTNERS OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNERS TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
This document evidences the following agreement and certificate of limited partnership entered into and to be effective on the date it is filed with the Secretary of State in
__________, by and between [name], as general partner ("General Partner") and each of the individuals whose names are set forth on Exhibit "A" attached to this Agreement as limited partners ("Limited Partners").
1. FORMATION
1.1 The parties hereby form a Limited Partnership (Partnership) under and pursuant to the __________ Revised Limited Partnership Act, Article 6132a-1 of the Revised Civil Statutes of the State of __________.
1.2 This Certificate of Limited Partnership shall be filed with the Secretary of State of the State of __________, and thereafter the partners shall execute and cause to be filed and otherwise published such original or amended certificates evidencing the formation and operation of this Limited Partnership as may be required under the laws of the State of __________ and of any other states where the Partnership shall determine to do business.
1.3 The General Partner is hereby authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, for and on his or her behalf, as his or her attorney for the exclusive purposes of signing and attesting to such original or amended Certificates of Limited Partnership.
1.4 The purpose of the Partnership shall be as follows: to buy, manage and sell, as appropriate, all real property, including improvements and personal property located thereon, known as the [name or description of property], more particularly described in Exhibit "B."
[Add, if appropriate, Further, the Partnership shall engage in the [alteration and repair of the improvement, and personal property located in the subject real property.]
2. NAMES AND PLACE OF BUSINESS
2.1 The name of the Limited Partnership shall be __________, LTD.
2.2 The business of the Partnership shall be conducted under that name and under such variations of the name as may be necessary to comply with the laws of other states within which the Partnership may do business or make investments.
2.3 The General Partner shall promptly execute and duly file, with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the Fictitious Name or Assumed Name Act or similar statute in effect as to each such state in which such activities are so conducted.
2.4 The principal place of business shall be located at [address], __________, and additional places of business may be located elsewhere.
2.5. The name and address of the General Partner of the Partnership are:
Name Address
__________ __________
2.6 There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership.
2.7 The names and addresses or places of residence of the Limited Partners of this Partnership are set forth in Exhibit "A" attached to this Agreement and by this reference made a part of this Agreement. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit "A."
3. TERM OF PARTNERSHIP
3.1 The Partnership shall commence as of the date of this Agreement and shall continue in existence until [year], unless it is sooner terminated, liquidated, or dissolved as provided below.
4. CONTRIBUTIONS OF CAPITAL
4.1 The capital to be contributed initially to the Partnership by the General Partner and all the Limited Partners shall be cash.
4.2 The initial capital to be contributed by each Partner, General and Limited, shall be the sum set opposite his or her name in the attached Exhibit"A."
4.3 Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution.
4.4 The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner's pro rata share (the ownership percentage set opposite the name of each Limited and General Partner in Exhibit "A") of all costs, expenses, or charges with respect to the operation of the Partnership
4.5 [add, if appropriate: and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortization (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership.
a. If any Partner fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be
authorized to declare forfeited Partner's capital account and ownership interest as liquidated damages for the failure.
5. PROFITS AND LOSSES
5.1 The amount of net profits and net losses of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage set opposite his or her name in Exhibit "A."
5.2 The term "profits" is hereby defined to mean income or gain of whatsoever kind actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership.
5.3 The term "losses" is hereby defined to mean any deduction, expenditure, or charge actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership.
5.4 Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and losses are shared.
a. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations; provided, that no cash distributions shall be made that will impair the ability of the Partnership to pay its just debts as they mature.
b. The General Partner shall determine when, if ever, cash distributions shall be made to the Partners, pursuant to the provisions and the tenor of this Agreement.
c. There shall be no obligation to return to the General Partner or the Limited Partners, or to any one of them, any part of their capital contributed to the Partnership, for so long as the Partnership continues in existence.
d. No General or Limited Partner shall be entitled to any priority or preference over any other Partner as to cash distributions.
e. No interest shall be paid to any Partner on the initial contributions to the capital of the Partnership or on any subsequent contributions of capital.
6. OWNERSHIP OF PARTNERSHIP PROPERTY
6.1 All real property, including all improvements placed or located thereon, and all personal property acquired by the Partnership shall be owned by the Partnership, such ownership being subject to the other terms and provisions of this Agreement.
a. Each Partner hereby expressly waives the right to require partition of any Partnership property or any part thereof.
7. FISCAL MATTERS
7.1 The Partnership's books and records and all required income tax returns shall be kept or made on a calendar year basis.
a. The General Partner shall determine whether the cash or accrual method of accounting is to be used in keeping the Partnership records.
7.2 The General Partner shall keep at the principal place of business and make available to all Partners at any time during normal business hours, just and true books of account and all other Partnership records.
a. The copying by a Partner, or his designated agent, of any part or all of such records, at the personal expense of that Partner, is specifically authorized.
b. Within not more than ninety (90) days after the close of each calendar year of the Partnership, the General Partner shall furnish to all Partners a year-end balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year.
c. The General Partner shall furnish to all partners their Federal and State income tax forms, including statements of the net distributable income or loss to each Partner from the operation of the Partnership.
d. All of the above duties and services to be performed by the General Partner shall be deemed an expense of the Partnership.
7.3 The General Partner shall receive all monies of the Partnership and shall deposit the same in one or more Partnership banking accounts.
a. All expenditures by the General Partner shall be made by checks drawn against the Partnership banking account.
8. MANAGEMENT OF PARTNERSHIP AFFAIRS
8.1 The General Partner shall have sole and exclusive control of the Limited Partnership.
a. Subject to any limitations expressly set forth in this Agreement, the General Partner shall have the power and authority to take such action from time to time as the General Partner may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Limited Partnership, including without limitation the power to:
(1) Acquire or dispose of real property (including any interest in real property) for cash, securities, other property, or any combination of them, on such terms and conditions as the General Partner may, from time to time, determine (including, in instances where the property is encumbered, on either an assumption or a "subject to" basis);
(2) Finance the Partnership's activities either with the seller of the property or by borrowing money from third parties, all on such terms and conditions as the General Partner deems appropriate. In instances where money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, and grant security interest in Partnership properties for the repayment of such loans.
(3) Acquire, own, hold, improve, manage, and lease the property, either alone or in conjunction with others through partnerships, limited partnerships, joint ventures, or other business associations or entities;
(4) Employ, retain, or otherwise secure or enter into other contracts with personnel or firms to assist in the acquisition, development, improvement, management, and general operation of the Partnership properties, including, but not limited to, real estate brokers or agents, supervisory, development and/or building management agents, attorneys, accountants, and engineers, all on such terms and for such consideration as the General Partner deems advisable; and
(5) Take any and all other action which is permitted under the __________ Limited Partnership Act and which is customary or reasonably related to the acquisition, ownership, development, improvement, management, leasing, and disposition of real, personal, or mixed property.
8.2 The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership.
a. Unless fraud, deceit, or a wrongful taking shall be involved, the General Partner shall not be liable or obligated to the limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership resulting in any loss to the Partnership or its Partners.
b. The General Partner does not, in any way, guarantee the return of the Limited Partners' capital or a profit from the operations of the Partnership.
c. Neither shall the General Partner be responsible to any Limited Partner because of a loss of his or her investment or a loss in operations, unless it shall have been occasioned by fraud, deceit, or a wrongful taking by the General Partner.
d. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary.
(1) In this connection, the parties hereby acknowledge that the General
Partner may be the manager or general partner of other partnerships and may
continue to manage other partnerships, and may continue to engage in other
distinct or related business.
8.3 All Partners recognize that sometimes there are practical difficulties in doing business as a Limited Partnership occasioned by outsiders seeking to satisfy themselves regarding the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons.
a. The Limited Partners hereby specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and complete all other arrangements needed to effect the purposes of this Partnership, either in the General Partner's own name or in the name of a nominee, without having to disclose the existence of this Partnership.
b. If the General Partner decides to transact the Partnership business in his own name or in the name of a nominee, the General Partner shall place a written declaration of trust in the Partnership books and records that acknowledges the capacity in which the nominee acts and the name of the Partnership as true or equitable owner.
8.4 The General Partner may be removed by the affirmative vote of [specify percentage] (_____%) in interest, not in number, of the Limited Partners.
a. The written notice of a General Partner's removal shall be served on the General Partner by certified mail.
b. The notice shall set forth the day on which the removal is to be effective, which date shall not be less than thirty (30) days after the service of the notice on the General Partner.
c. On the removal of the General Partner, the Limited Partners shall elect a new General Partner on the vote of [specify percentage] (_____%) in interest, not in number, of the Limited Partners, at a special meeting called for that purpose.
d. The removal of a General Partner shall cause the General Partner's interest in the Partnership to be converted to a Limited Partnership interest but shall not alter or change the rights or responsibilities pursuant to paragraphs 11.2 and 11.3 of this Agreement.
8.5 The General Partner and/or the General Partner's assignees or appointees shall receive a management fee, payable monthly, which shall not exceed [specify percent] (_____%) of the gross revenue, that is, of the total monthly receivables of all rentals, of the Partnership.
8.6 The Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management of the business.
a. No Limited Partner is authorized to do or perform any act or deed in the name of, for, or on behalf of either the General Partner or the Partnership.
b. No Limited Partner is authorized to and shall not be permitted to do any act or deed that will cause the Limited Partner to be classified as a General Partner of the Partnership.
9. LIABILITIES
9.1 The liability of the General Partner arising from carrying on the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted.
a. The liability of the Limited Partners with regard to the Partnership in all respects is restricted and limited to the amount of the actual capital contributions that each Limited Partner makes.
9.2 Nothing in this Agreement shall prevent or act against a loan of funds from the General Partner or a Limited Partner to the Partnership on a promissory note or similar evidence of indebtedness, for a reasonable rate of interest.
a. Any Partner lending money to the Partnership shall have the same rights regarding the loan as would any person or entity making the loan who was not a Partner of the Partnership.
10. PROHIBITED TRANSACTIONS
10.1 During the time of organization or existence of this Limited Partnership, neither the General nor the Limited Partners shall do any one of the following:
a. Use the name of the Partnership, or any substantially similar name, or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership's business;
b. Disclose to any non-partner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community;
c. Do any other act or deed with the intention of harming the business operations of the Partnership;
d. Do any act contrary to the Limited Partnership agreement, except with the prior expressed approval of all Partners;
e. Do any act which would make it impossible to carry on the intended or ordinary business of the Partnership;
f. Confess a judgment against the Partnership;
g. Abandon or wrongfully transfer or dispose of Partnership property, real or personal; or
h. Admit another person or entity as a General or Limited Partner.
10.1 The General Partner shall not use, directly or indirectly, the assets of this Partnership for any purpose other than for carrying on the business of the Partnership, for the full and exclusive benefit of all its Partners.
11. RESTRICTIONS ON TRANSFERS
11.1 Except as set forth below, no Limited Partner shall sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner.
11.2 In the event a Limited Partner receives a bona fide offer for the purchase of all or
a part of his or her interest in the Partnership, the Limited Partner shall either refuse the offer or give the General Partner written notice setting out full details of the offer, which notice shall, among other things, specify the name of the offeror, the percentage of interest in the Partnership covered by the offer, terms of payment, including whether the offer is for cash or credit, and, if on credit, the time and interest rate, as well as any and
all other consideration being received or paid in connection with the proposed transaction, as well as any and all other terms, conditions, and details of the offer.
a. Upon receipt of the notice with respect to the offer, the General Partner shall have the exclusive right and option, exercisable at any time during the period of [number] days from the date of the notice, to purchase the interest in the Partnership covered by the offer at the same price and on the same terms and conditions of the offer as set out in the notice.
b. If the General Partner decides to exercise the option, the General Partner shall give written notification of this decision to the Limited Partner desiring to sell, and the sale and purchase shall be closed within [specify length of time] thereafter.
c. If the General Partner does not elect to exercise the option, the General Partner shall notify in writing the other members of the Limited Partnership regarding the terms of the offer. Should any individual Limited Partner or group of Limited Partners decide to exercise the option of purchase, notification of this decision shall be given in writing to the General Partner to be transmitted in writing to the selling Limited Partner within the same period provided above for notification of a General Partner's exercise of
the option, and the sale and purchase shall be closed within [specify length of time] thereafter.
d. If none of the Limited Partners elects to exercise this option, the selling Limited Partner shall be so notified in writing by the General Partner and shall be free to sell the interest in the Partnership covered by the offer. The sale, if permitted, shall be made strictly upon the terms and conditions and to the person described in the required notic
e.
e. Any Assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled, shall not relieve the assignor from liability for additional contributions of capital, shall not relieve the assignor from liability under the provisions of this Partnership Agreement, and shall not give the assignee the right to become a substituted Limited Partner. Neither the General Partner nor the Partnership shall be required to state the tax consequences to a Limited Partner or to a Limited Partner's assignee arising from the assignment of a Limited Partnership interest.
f. The Partnership shall continue with the same basis and capital amount for the assignee as was attributable to the former owner who assigned the Limited Partnership interest.
g. The Partnership interest of the General Partner cannot be voluntarily assigned or transferred except when such an assignment or transfer occurs by operation of law.
11.3 On the death of a Limited Partner, the General Partner shall have an obligation to purchase from the estate of the deceased Limited Partner, and the estate of the deceased Limited Partner shall have an obligation to sell to the General Partner, the deceased Partner's interest in the Partnership, at the price and on the terms and conditions set forth in this Paragraph.
11.4 The purchase price for the deceased Limited Partner's proportionate interest in the Partnership shall be the deceased Limited Partner's proportionate interest in the fair market value of the Partnership property, determined as provided below, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership property.
a. Within [number] days after the death of the deceased Limited Partner, the General Partner shall name an appraiser and within [number] days after the death of the deceased Limited Partner the executor or other legal representative of the estate of the deceased Limited Partner shall name an appraiser.
b. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two (2) appraisers so selected shall proceed promptly to determine the fair market value of the Partnership property, taking
into consideration any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership property.
c. The determination of the fair market value of the Partnership property by the two (2) appraisers selected as provided above shall be final and binding on all parties. If the two (2) appraisers so selected are unable to agree on the fair market value of the Partnership property, they shall select a third appraiser whose determination as to fair market value shall be final and binding on all parties.
d. The appraisers shall deliver a written report of their appraisal or the appraisal of the third appraiser, as the case may be, to the General Partner and to the executor or other legal representative of the estate of the deceased Limited Partner.
e. Each party shall pay the fee and expenses of the respective appraiser selected by such party, and if a third appraiser shall be appointed, the fee and expenses of the third appraiser shall be borne one-half (l/2) by the General Partner and one-half (l/2) by the estate of the deceased Limited Partner.
f. During the period between the date of death and the date the purchase price is paid to the estate of the deceased Limited Partner, the General Partner shall contribute the deceased Limited Partner's share of any contribution required to be made to the Partnership under the provisions of this Agreement; provided, however, that the amount of any such payment made by the General Partner during the period between the date of the deceased Limited Partner's death and the date of the appraisers' report shall be deducted from the amount of the purchase price to be paid to the estate of the deceased Limited Partner.
g. The purchase price shall be evidenced by a negotiable promissory note in a principal amount equal to the purchase price of the deceased Limited Partner's interest in the Partnership as computed as provided in this Agreement, and providing for interest at the rate of __________ percent (_____%) per annum, payable in [number and frequency] installments, and containing acceleration and other customary clauses.
h. The note shall bear interest from the date of death of the deceased Limited Partner with the first principal and accrued interest payment being due and payable [six
(6) months] following the date of death.
i. The General Partner shall have the right to prepay any and all installments of the note at any time with no premium or penalty.
j. On delivery of the note and the assumption by the General Partner of all liability of the deceased Limited Partner for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership, the estate of the deceased Limited Partner shall have no further interest in the Partnership or in its business or assets, and the executor or other legal representative of the estate of the deceased Limited Partner shall execute and deliver such deeds, conveyances, and other instruments as may be reasonably
necessary to evidence and render fully effective the transfer of the interest of the deceased Limited Partner in the Partnership and its business assets.
k. The interest of the deceased Limited Partner shall be acquired by the General Partner, who shall become a Limited Partner to the extent of such interest.
12. TERMINATION OF THE PARTNERSHIP
12.1 The General Partner, effective as of the last day of any calendar year of the Partnership, may voluntarily withdraw from the Partnership as General Partner.
a. Any such withdrawal shall have the effect of terminating the Partnership as of the close of business on that day.
b. The bankruptcy, death, incapacity, or resignation of the General Partner shall result in the termination of the Partnership as of the close of business on the last day of the calendar year in which the event occurs.
12.2 The Partnership may be terminated on any date specified in a notice of termination, signed by the General Partner and by a majority of all the Limited Partners. As used in this Agreement, a majority of the Limited Partners means Limited Partners having in the aggregate a majority of the capital interest of the Limited Partners in the Partnership as of the time the notice of termination is executed.
a. The death or incapacity of a Limited Partner shall have no effect on the life of the Partnership, which shall continue.
12.3 On the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner.
a. If for any reason there is no General Partner, or if the General Partner refuses to serve or is incapable of serving, a majority in interest, not in number, of the Limited Partners may appoint or designate a Trustee in Liquidation who shall serve to wind up the affairs of the Partnership.
b. The Trustee in Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the following procedure shall be followed:
c. On termination, the assets of the Partnership shall be applied to payment of the outstanding Partnership liabilities, although an appropriate reserve may be maintained and the amount determined by the General Partner or Trustee in Liquidation for any contingent liability, until that contingent liability is satisfie
d.
d. The balance of the reserve, if any, shall be distributed together with any other sum remaining after payment of the outstanding Partnership liabilities to the
Partners as their interest appears on Exhibit "A," unless otherwise provided in this Agreement.
e. At the time of the termination of the Partnership, no Partner, either General or Limited, shall be liable to the Partnership for the repayment of any deficit in his or her capital account resulting from the allocation of non-cash items such as depreciation to that Partner's capital account; provided, however, that any deficit resulting from cash withdrawals by the Partner shall be repaid to the Partnership and be available for distribution hereunder.
12.4 Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to obtain a court-supervised winding up, liquidation, and dissolution of the Partnership.
a. No Partner shall be entitled to demand a distribution be made in Partnership property, but the General Partner may make or direct property distributions to be made, using the property's fair market value as of the time of distribution as the basis for making the distribution.
13. REPRESENTATIONS AND WARRANTIES OF LIMITED PARTNERS
13.1 Each Limited Partner warrants and represents the following:
a. That he or she recognizes that Section 4(2) of the Securities Act of 1933, as amended, exempts the issue and sale of securities from registration under the Act in transactions not involving any public offering, and that he or she is purchasing the Partnership interest for his or her own account, for investment, and with no present intention of distributing, reselling, pledging, or otherwise disposing of the interest.
b. That he or she is a citizen of the United States of America and is the beneficial owner of the interest standing in his or her name, and that he or she has no intention of reselling the interest to any persons other than residents of the United States of America.
c. That he or she is a sophisticated investor and the nature and amount of the capital contributions he or she agrees to make hereunder is consistent with his or her investment program, and that he or she has sufficient liquid assets to meet promptly all calls for additional contributions and to absorb the loss of the entire investment in the Partnership.
d. That he or she has been furnished with sufficient written and oral information about the Partnership, the General Partner, and the property to be purchased and developed to allow him or her to make an informed investment decision prior to purchasing an interest in the Partnership, and has been furnished access to any additional information that he or she may requir
e.
e. That he or she is fully familiar with the business proposed to be conducted by the Partnership and with the Partnership's use and proposed use of the proceeds of the sale of the Partnership interests.
f. That the offer and sale of his or her interest in the Partnership have been made in the course of a negotiated transaction involving direct communication between the Limited Partner and the General Partner on behalf of the Partnership.
g. That he or she has either:
(i) had experience in business enterprises or investments entailing risk of a
type or to a degree substantially similar to those entailed in an investment in the Limited Partnership; or
(ii) obtained independent financial advice with respect to the investment in the Partnership.
h. That he or she has been advised that the Partnership interest may not be sold, transferred, or otherwise disposed of in the absence of either an effective registration statement covering the interest under the Securities Act of 1933, or an opinion of counsel satisfactory to the Partnership and its counsel that registration is not required under the Securities Act of 1933, and that he or she will have no rights to require registration of the interest under the Securities Act of 1933, and, in view of the nature of the transaction, registration is neither contemplated nor likely.
i. That he or she agrees to hold the General Partner and the Limited Partners or any person controlling the Limited Partnership and their respective successors, assigns, or other controlling persons harmless and to indemnify them against all liabilities, costs, and expenses incurred by them as a result of any sale or distribution by him or her in violation of the Securities Act of 1933.
j. All representations, warranties, and indemnities made by the Limited Partner with reference to the Securities Act of 1933 shall be deemed to be equally applicable in connection with the securities law of the State of __________ or any other state of the United States of America.
14. COMPENSATION OF GENERAL PARTNER
14.1 The General Partner, or his or her assignees, shall be entitled in consideration of the General Partner's expenses and services in the location, purchase, and ultimate sale of the Partnership's property, to be paid in the following minimum amounts:
a. __________ percent (_____%) of the gross purchase price of the Partnership's property as described in Exhibit "B" shall be paid to the General Partner at purchase closing.
b. __________ percent (_____%) of the gross selling price of the Partnership's property as described in Exhibit "B" shall be due and payable without interest at final sale closing.
14.2 Notwithstanding anything stated in this Agreement to the contrary, it is understood and agreed that the General Partner shall apply as a credit to the General Partner's reimbursement amounts described above any money, compensation, or payment in kind that the General Partner may receive from any source, directly relating to the purchase or sale of Partnership property as described in Section 1.3 during the term of this Agreement.
15. LIMITED PARTNERS' RIGHT TO SELL PARTNERSHIP PROPERTY
15.1 The General Partner may be directed to sell property on written instructions executed by Limited Partners owning collectively at least __________ percent (_____%) in interest, not in number, in the Partnership.
16. MISCELLANEOUS PROVISIONS
16.1 This Agreement may be amended or modified by the Partners from time to time only by a written instrument executed by Partners owning collectively at least
__________ percent (_____%) in interest, not in number, in the Partnership.
16.2 Except, as may otherwise be specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the respective addresses set forth in Exhibit "A" or at such other addresses as may have been specified by written notice delivered in accordance with this paragraph.
16.3 This Agreement shall be construed under and in accordance with the laws of the State of __________, and all obligations of the parties created hereunder are performable in [County, __________].
16.4 The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effect and carry out the Partnership created by this Agreement.
Signed on ______________________.
GENERAL PARTNERS
Name Address Date
________________________________________________________________________ ________________________________________________________________________
LIMITED PARTNERS
Name Address Date
________________________________________________________________________ ________________________________________________________________________
雇佣合同范本 Party A:_____________ Party B:_____________ I. Party A wishes to engage the service of party B___________as______________. The two Parties, in a spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated in it. II. The period of service will be from the _______day of ________ ,_____to the ________day of ________ . III. The duties of Party B (see attached pages) IV. Party Bs monthly salary will be Yuan RMB (About USD), the pay day is every month_______ .If not a full month, the salary will be will be prorated (days times salary/30). V. Party As Obligations 1．Party A shall introduce to Party B the laws, decrees and relevant regulations enacted by the Chinese government, the Party As work system and regulations concerning administration of foreign teachers. 2. Party A shall conduct direction, supervision and evaluation of Party Bs work. 3. Party A shall Provide Party B with necessary working and living conditions. 4. Party A shall provide co-workers for the first week if necessary. VI. Party Bs obligations 1. Party B shall observe the laws, decrees and relevant regulations enacted by the Chinese government and shall not interfere in Chinas internal politics affairs. 2. Party B shall observe Party As work system and regulations concerning administration of foreign teachers and shall accept Party As agreement, direction, supervision and evaluation in regard to his/her work. Without Party As consent, Party B shall not render service elsewhere or hold concurrently any post unrelated to the work agreed on with Party A. 3. Party B shall complete the tasks agreed on schedule and guarantee the quality of work. 4. Party B shall respect Chinas religious policy, and shall not conduct religious activities incompatible with the status of a teacher. 5. Party B shall respect the Chinese peoples moral standards and customs. V. Revision, Cancellation and Termination of the Contract 1. Both Parties should abide by the contract and should refrain from revising, canceling, or terminating the contract without mutual consent. 2. The contract can be revised, cancelled, or terminated with mutual consent. Before both parties have reached an agreement, the contract should be strictly observed. 3. Party A has the right to cancel the contract with written notice to Party B under the following conditions. (1) Party B does not fulfill the contract or does not fulfill the contract obligations according to the terms stipulated, and has failed to amend after Party A has pointed it out. (2) According to the doctors diagnosis, Party B cannot resume normal work after 30 days sick leave. 4. Party B has the right to cancel the contract with a written notice to party A under the following conditions:
国际合作框架协议范本(规范版) Model international cooperation framework agreement (norm ative version) 甲方：___________________________ 乙方：___________________________ 签订日期：____ 年 ____ 月 ____ 日 合同编号：XX-2020-01
国际合作框架协议范本(规范版) 前言：本文档根据题材书写内容要求展开，具有实践指导意义，适用于组织或个人。便于学习和使用，本文档下载后内容可按需编辑修改及打印。 甲方： 代表： 地址： 电话： 传真： 乙方： 代表： 地址： 电话： 传真： 甲乙双方本着互利互惠、共同发展的原则，经过友好协商，决定充分利用双方各自的优势，资源互补，开展留学预备课程，特制定本合作框架协议。
一、合作内容 甲乙双方共同开发设计并开办留学预备课程，共同确定培养目标，制定教学计划，安排课程设置。 1、预备班学制：______年。 2、预备班培养目标： （1）提高学生的英语综合能力，并达到可以办理出国留学的英文水平。 （2）加强学生专业知识水平，为学生在国外的专业学习奠定基础。 （3）达到与国外交流学校课程衔接模式的实现。 3、预备班结束后前往国外学习的国家：澳大利亚、英国、新西兰、加拿大等。 4、预备班收费标准：______元人民币（不含国外使馆签证申请费、个人出国材料公证费以及国外学校报名费）。 二、双方权利和义务 1、甲方权利和义务 （1）负责招生工作，包括制定招生计划，招生宣传等。
（2）负责设计教学方案。 （3）负责安排教学相关工作，包括教师招聘、教学场地的安排和教材的选择等。 （4）负责向学生收取学费和签证服务费。 （5）负责学生管理。 （6）承担所有教学成本及教职员工的薪金。 （7）负责组织安排家长和学生就签证文件的准备、出国前签证辅导、及临行辅导等之会议。 2、乙方权利和义务 （1）负责与海外合作院校联络和沟通，并负责接待与招待外方人员。 （2）负责甲方工作人员的业务培训。 （3）辅助甲方设计教学方案，给教学计划及方案提出建议和意见。 （4）帮助甲方聘请外籍教师、英文教师。 （5）帮助学生联络国外合作院校并取得录取信。
LIMITED PARTNERSHIP AGREEMENT TABLE OF CONTENTS 1. Formation 2. Names and Place of Business 3. Term of Partnership 4. Contributions of Capital 5. Profits and Losses 6. Ownership of Partnership Property 7. Fiscal Matters 8. Management of Partnership Affairs 9. Liabilities 10. Prohibited Transactions 11. Restrictions on Transfers 12. Termination of the Partnership: 13. Representations and Warranties of Limited Partners 14. Compensation of General Partner(s) 15. Limited Partners Right to Sell Partnership Property AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF [NAME], LTD. THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERS OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR UPON THE SUBMISSION TO THE GENERAL PARTNERS OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNERS TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. This document evidences the following agreement and certificate of limited partnership entered into and to be effective on the date it is filed with the Secretary of State in __________, by and between [name], as general partner ("General Partner") and each of the individuals whose names are set forth on Exhibit "A" attached to this Agreement as limited partners ("Limited Partners").
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 英文合同格式 甲方：___________________ 乙方：___________________ 日期：___________________
NO.11 ZHONGSHAN STREET XIAMEN FUJIAN CHINA SALES CONFIRMATION ［打印预览］［保存］［诅出］ 销货合同（Sales Confirmation） 国际货物买卖合同一般金额大，内容繁杂，有效期长，因此许多国家的法律要求采用书面形式。书面合同主要有两种形 式，即正式合同（CONTRACT ）和合同确认书（CONFIRMATION ）,虽然其繁简不同，但具有同等法律效力，对买卖双方均有约束力。大宗商品或成交额较大的交易，多采用正式合同；而金额不大，批数较多的小土特产品或轻工产品，或者已订立代理、包销等长期协议的交易
多采用合同确认书（亦称简式合同）。 无论采哪种形式，合同抬头应醒目注明SALES CONTRACT 或SALES CONFIRMATION （对销售合同或确认书而言） 等字样。一般来说出口合同的格式都是由我方（出口公司）事先印制好的，因此有时在SALES CONFIRMATION 之前加上 出口公司名称或是公司的标志等（我外贸公司进口时也习惯由我方印制进口合同）。交易成立后，寄交买方签署 （countersign ）,作为交易成立的书面凭据。 在SimTrade 中，买卖双方都可以起草合同，填写时只需将名称、地址等内容作相应变化既可。如合同由买方起草时，上方空白栏则填入进口商公司名称及地址，以此类推。 报表上方两行空白栏 为出口商公司抬头，须分别填写出口商的英文名称及地址。 如:GRAND WESTERN FOODS CORP. Room2501, Jiafa Mansion, Beijing West road, Nanjing 210005, P. R. China Messrs 详细填列交易对象（即进口商）的名称及地址。 在SimTrade 中，进口商的详细资料请在淘金网”的公司库里查询。 如：Dynasty Furniture Manufacturing Ltd. 3344-54th Avenue S. E. Calgary, Alberta T2C OAS Canada No. 销货合同编号，由卖方自行编设，以便存储归档管理之用。 在SimTrade 中，该编号已由卖方在起草合同时填入，单据中不能再更改。 Date 填写销货合同制作日期。 如：2005年2月18日，可以有以下几种日期格式填法： 1.2005-02-18 或02-18-2005 2. 2005/02/18 或02/18/2005 3. 050218 （信用证电文上的日期格式） 4. February 18, 2005 或Feb 18, 2005 Product No. 填写货号，销货合同上应记明各种货物编号，以求联系沟通方便。 在SimTrade 中，货号必须选择淘金网”的产品展示”里已有的商品编号。 Description 品名条款。此栏应详细填明各项商品的英文名称及规格，这是买卖双方进行交易的物质基础和前提。对商品的具体描述说明是合同的主要条款之一，如果卖方交付的货物不符合合同规定的品名或说明，买方有权拒收货物、撤销合同并提出损害赔偿。 在SimTrade 中，商品的详细资料请在淘金网’产品展示”里查找，此栏目填写必须与淘金网的商品详细资料里商品英 文名称及英文描述完全一致。 例1 :产品01005 的商品描述: CANNED SWEET CORN 3060Gx6TINS/CTN 例2:产品04001 的商品描述：WOODEN TEA SERVICE
编号：YB-HT-021964 战略合作协议书范本通用版 The agreement stipulates mutual obligations and rights that must be performed 甲方： 乙方： 签订日期：年月日 精品合同 / Word文档 / 文字可改 编订：Yunbo Design
战略合作协议书范本通用版 甲方：______人民政府 乙方：______大学 在已经来临的知识经济时代，70%以上的信息和科学创新成果均是以英语为载体进行传播的，并且随着互联网技术的发展和中国加入世界贸易组织，英语在人们生活、学习、工作中交流频率也将会越来越高。 为此，______人民政府决定以政府行为强化中小学英语教学，实施英语教育工程，通过培训英语师资、聘请外籍教师和优秀大学生参与中小学英语教学活动等方式，提高______中小学生的英语听说能力，全面促进中小学生英语学科素质的发展，使英语课程成为全区性的优势学科，为建设“文化发达，经济繁荣，服务一流，现代文明”的______注入新的活力，为教育基础厚实的______
增加新的现代文化积淀。 为了实现以上目标，甲方(______人民政府)和乙方(______大学)经过充分酝酿和协商，达成如下协议： 一、甲方为了落实《中共______市______委、______市______人民政府关于加速发展教育事业的决定》《______市______人民政府教育事业发展“十五”计划》中关于“把英语学科建设成为我区的优势学科”的战略目标，诚恳邀请乙方给予甲方全区英语教学、科研、师资培训、聘请外籍教师等方面以多方面的指导和支持。 二、作为广东省属涉外型重点大学的乙方本着服务地方的宗旨，积极响应省委领导加强广东省英语教学工作的指示精神，接受甲方的邀请，并积极发挥乙方外语教学、培训、科研和师资等方面的优势，给予甲方以力所能及的支持。 三、乙方对甲方的支持，主要包括：对______中小学英语教学改革、教学研究提供指导和咨询;分期分批培训______英语教师的口语和听力，建立水平测评系统;创造条件开设委托培养性质的
XIAOLING TRADE CO.,LTD NO.11 ZHONGSHAN STREET XIAMEN FUJIAN CHINA SALES CONFIRMATION Dear Sirs, [打印预览][保存][退出]
销货合同(Sales Confirmation) 国际货物买卖合同一般金额大，内容繁杂，有效期长，因此许多国家的法律要求采用书面形式。书面合同主要有两种形式，即正式合同（CONTRACT）和合同确认书（CONFIRMATION），虽然其繁简不同，但具有同等法律效力，对买卖双方均有约束力。大宗商品或成交额较大的交易，多采用正式合同；而金额不大，批数较多的小土特产品或轻工产品，或者已订立代理、包销等长期协议的交易多采用合同确认书（亦称简式合同）。 无论采哪种形式，合同抬头应醒目注明SALES CONTRACT或SALES CONFIRMATION（对销售合同或确认书而言）等字样。一般来说出口合同的格式都是由我方（出口公司）事先印制好的，因此有时在SALES CONFIRMATION之前加上出口公司名称或是公司的标志等（我外贸公司进口时也习惯由我方印制进口合同）。交易成立后，寄交买方签署（countersign），作为交易成立的书面凭据。 在SimTrade中，买卖双方都可以起草合同，填写时只需将名称、地址等内容作相应变化既可。如合同由买方起草时，上方空白栏则填入进口商公司名称及地址，以此类推。 报表上方两行空白栏 为出口商公司抬头，须分别填写出口商的英文名称及地址。 如：GRAND WESTERN FOODS CORP. Room2501, Jiafa Mansion, Beijing West road, Nanjing 210005, P. R. China Messrs 详细填列交易对象（即进口商）的名称及地址。 在SimTrade中，进口商的详细资料请在“淘金网”的公司库里查询。 如：Dynasty Furniture Manufacturing Ltd. 3344-54th Avenue S. E. Calgary, Alberta T2C OAS Canada No. 销货合同编号，由卖方自行编设，以便存储归档管理之用。 在SimTrade中，该编号已由卖方在起草合同时填入，单据中不能再更改。 Date 填写销货合同制作日期。 如：2005年2月18日，可以有以下几种日期格式填法： 1. 2005-02-18或02-18-2005 2. 2005/02/18或02/18/2005 3. 050218（信用证电文上的日期格式） 4. February 18, 2005或Feb 18, 2005 Product No. 填写货号，销货合同上应记明各种货物编号，以求联系沟通方便。 在SimTrade中，货号必须选择“淘金网”的“产品展示”里已有的商品编号。 Description
出口业务合作协议书 Export Business Cooperation Agreement 出口代理方：XXXXX （以下简称甲方） Export Agent: XXXXX （hereafter refer to as Party A） 委托方：XXXXX （以下简称乙方） Consignor: XXXXX （hereafter refer to as Party B） 为了发挥各自优势，共同做好出口创汇工作，本着诚实、信用”的原则，甲、乙双方经过友好协商达成协议如下： To take full advantageof each Party and earn foreign exchange through exports mutually, in compliance with the principle of “ honesty and credit " , Party A and Party B have reached the following agreem friendly negotiations: 一、合作形式： I. MODE OF COOPERATION 1. 乙方以其拥有的出口客户和进货渠道以及资金与甲方进行出口业务合作，乙方承诺其拥有的出口 客户和进货渠道没有侵犯第三者的权益，进行的出口业务内容合法，无欺诈等行为，否则乙方承担最终的相关法律责任； 2. 合作期间，甲方应对乙方的客户资料进行必要的保密，不得利用乙方的客户资源私自进行相关的交易和贸易。 3. 甲方负责报关、报验、制单结汇等工作； 1. Party B cooperates with Party A for export business with the export clients, capital and export business channel. Party B shall commit that the export clients and supplying channel it owned dose not violate the interests of a third party, and its export business scope must be legal with no cheat. Otherwise, Party B shall undertake the relative legal obligations. 2. Party A shall carry on strict confidentiality on client information of Party B and shall not use Party B client resources to carry out relative transaction and trade privately; 3. Party A shall be responsible for customs clearance inspection submission, foreign exchange documents and so on. 二、基本规定： II. BASIC STIPULATION （一）甲方的权利和义务： 1. 按照甲方的标准合同格式负责对外出口合同的签订； 2. 按照甲方标准合同格式与有关的供货单位签订代理出口合同； 3. 负责报关、报验、投保、结汇以及有关文件的申领（应由乙方提供的文件除外）等工作，要求及时、 准确 4. 按照代理出口合同约定的付款时间及时与供货单位结算货款； 5. 甲方所需电动车辆等产品，均有甲方提供资源及产品； （I）. RIGHTS AND OBLIGATIONS OF PARTY A 1. Party A shall be responsible for signing the export contract in accordance with Party form; 2. Party A shall be responsible for singing the export agent service agreement with corresponding supplier in accordance with Party A ' s standard contract form; 3. Party A shall be responsible for clearance of goods, application for inspection, settlement and application for
中英文项目合作协议书范本 " Project cooperation agreement": 甲方：_________乙方：_________经甲、乙双方共同协商，本着互惠互利、共同发展 Party A: _ _ _ _ _ _ _ _ _ B: _ _ _ _ _ _ _ _ _ by a, B both negotiation, mutual benefit, common development 《项目合作协议范本》正文开始>>甲方：_________ " Project cooperation agreement" start of text >> A: _ _ _ _ _ _ _ _ _ 乙方：_________ B: _ _ _ _ _ _ _ _ _ 经甲、乙双方共同协商，本着互惠互利、共同发展，使中国秘书尽早走向职业化，达成如下合作协议： The A, B both negotiation, mutual benefit, common development, make Chinese secretary as early as possible to occupation, reached the following agreement: 一、甲方授权乙方为_________省_________市_________合作基地。同时为了维护双方的合法权益，乙方一次性向甲方交纳履约保证金_________元。 One, Party A authorizes Party B to _ _ _ _ _ _ _ _ _ province _ _ _ _ _ _ _ _ _ city _ _ _ _ _ _ _ _ _ cooperation base. At the same time in order to maintain the lawful rights and interests of both parties, Party B shall pay to party a one-off performance bond _ _ _ _ _ _ _ _ _ element. 二、甲方职责： In two, a duty: 1.向乙方提供合作范围内的《授权书》; 1 Party A shall provide to Party B within the scope of cooperation" authorization"; 2.向乙方颁发_________合作基地的铜牌; 2 Party B _ _ issued _ _ _ _ _ _ _ cooperation base bronze; 3.负责协助乙方办理_________证书; 3 assisting Party B with the _ _ _ _ _ _ _ _ _ certificate; 4.向乙方提供甲方的办学许可证、收费许可证复印件等有关证明文件; 4 Party A shall provide to Party B Party school license, charging a copy of the license and other relevant documents; 5.负责学生入学资格的审核、面试及录取工作; 5 is responsible for student admission qualification examination, interview and enrollment; 6.负责乙方教学大纲的制定及教学质量的监督和检查; 6 be responsible for working out a syllabus and teaching quality supervision and inspection; 7.学生在甲方学习期满成绩合格者，由甲方负责毕业证书的发放; 7 students in a learning period achievement eligible, by Party A is responsible for the issuance of a certificate of graduation; 8.精品秘书班、现代高等秘书班的学生学习期满成绩合格者，甲方负责安排就业。 8 fine secretary class, modern advanced secretarial class student learning expires achievement eligible, Party A is responsible for arranging employment. 三、乙方职责： Three, B: 1.负责在当地办理合作办学的有关手续; 1 is responsible for the local management cooperation in running schools of the relevant procedures;
销售合同 SALES CONTRACT 买方：JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET POR T LOUIS MAURITIUS 合同号/Contract No: BF20100601 The Buyer : JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS TEL：230-2400778 FAX: 230-2408285 卖方：唐山丰润百丰商贸 日期/Date: 2010-05-29 TEL: 0086 -315-5505831 FAX: 0086-315-5505833 The Seller: T angshan fengrun baifeng Trading Co.ltd 兹经买卖双方同意,由买方购进,卖方出售下列货物,并按下列条款签订本合同: This CONTRACT is made by and between the Buyers and Sellers; whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned goods on the terms and conditions stated below: Description of Goods: As follows. 1.原产地和制造厂家（Country of Origin and Manufacturer）： 中国China T angshan fengrun baifeng Trading Co.ltd 2.包装（Packing）：STANDARD EXPORT PACKAGING 3.Shipment（装运方式）：合同中货物全部用20’集装箱海运In Contract by 20’ Container. 4.装运期限（Time of Shipment）：WITHIN15-20 WORKING DAYS AFTER RECEIPT OF 30%T/T 5.装运口岸（Port of Loading）：上海中国SHANGHAI China 6.目的口岸（Port of Destination）：Port Louis, Mauritius 7.付款条款(T erms of Payment）：30%DOWN PA YMENT + 70% T/T AFTER RECEIVED THE COPY OF B/L 8.签约合同（Sign of Contract）：本合同传真有效This contract will valid for fax contract sign 9.人力不可抗议(Force Majeure)：由于水灾，火灾，地震，干旱，战争或协议一方无法预见，控制，避免和克服的其他事件导致不能或暂时不能全部或部分履行本协议，该方不负责托。但是，受不可抗议力事件影响的一方必须尽快将发生的时间通知另一方，并在不可抗议力事件发生15（拾伍）天内将有关机构的不可抗议力事件的证明寄交对方。Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided, or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after it’s occurrence. 10. 货物要求（CRC requirements）: 10.1 每件货物重量大约5吨。Weight of Coils: About 5 tons
OEM Cooperation Agreement OEM合作协议 This contact is entered on ____________________________ by and between: 本协议是由以下双方在_________年_________月_________日签订： Party A: 甲方： Party B: 乙方： _____________________________________________, a company organized and existing under the laws of Peoples’ Republic of China and having it’s principle place of business located at ________________________________________________. _____________________________________________, 一家根据中华人民共和国法律成立，主营业地位于___________________________________的公司。 Whereas, 1. Party A is engaged in the business of marketing of ____________________ in [ ]. 2. Party B is engaged in developing and manufacture of LED Lighting products. Now this contact witness and it is hereby agreed by and between the Parties hereto as follows: 鉴于，甲方从事________________________产品，在_________________地区市场的营销工作；乙方是__________________产品专业的研发、生产企业，双方为共同的发展，达成以下项目： Section 1: Definitions and Interpretation 第一条：总则和定义 1.1Cooperation Manner: Both Parties agree that Party A shall sell the products by OEM; Meanwhile, Party B shall develop, manufacture and provide, by OEM, Products with the brand designated by Party A (the “products”).
合同 CONTRACT 日期：合同号码： Date: Contract No.: 买方：(The Buyers) 卖方：(The Sellers) 兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1) 商品名称: Name of Commodity： (2) 数量： Quantity: (3) 单价： Unit price: (4) 总值： Total Value: (5) 包装： Packing: (6) 生产国别： Country of Origin : (7) 支付条款： Terms of Payment: (8) 保险： Insurance: (9) 装运期限： Time of Shipment: (10) 起运港： Port of Lading:
(11) 目的港： Port of Destination: (12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不符，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers. (13)不可抗力：由于人力不可抗力的原由，发生在制造、装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任。在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。 Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. (14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。 Arbitration: All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission. The Arbitration committee shall be final and binding upon both parties. And the Arbitration fee shall be borne by the losing parties.