Custom Software Business Partnership Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

BUSINESS PARTNERSHIP AGREEMENT

This Business Partnership Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**Party A:** {{partner_a_company_name}}, a company duly incorporated under the laws of {{partner_a_country}}, with its principal place of business at {{partner_a_address}} (hereinafter referred to as 'Partner A').

**Party B:** {{partner_b_company_name}}, a company duly incorporated under the laws of {{partner_b_country}}, with its principal place of business at {{partner_b_address}} (hereinafter referred to as 'Partner B').

(Each a 'Party' and collectively the 'Parties')

1. Purpose of Partnership

The Parties hereby agree to form a business partnership for the purpose of designing, developing, marketing, and deploying custom software solutions as further detailed in {{scope_of_work_document_title}} (hereinafter referred to as the 'Project'). The specific objectives and deliverables of the Project shall be mutually agreed upon and documented in separate project agreements.

The partnership shall operate under the name {{partnership_name}} (hereinafter referred to as the 'Partnership').

2. Duration of Agreement

This Agreement shall commence on the Effective Date and shall continue for a period of {{duration_in_years}} years unless earlier terminated in accordance with the provisions of Section 8.

3. Capital Contributions and Profit Sharing

3.1. **Capital Contributions:** Each Partner shall make an initial capital contribution to the Partnership as follows:

- Partner A: {{partner_a_initial_capital_contribution}} ({{partner_a_contribution_description}})

- Partner B: {{partner_b_initial_capital_contribution}} ({{partner_b_contribution_description}})

3.2. **Profit and Loss Sharing:** Net profits and losses of the Partnership shall be shared between the Partners in the following proportions:

- Partner A: {{partner_a_profit_share}}%

- Partner B: {{partner_b_profit_share}}%

4. Management and Responsibilities

4.1. **Management Committee:** A Management Committee comprising {{number_of_members}} representatives ({{number_from_a}} from Partner A and {{number_from_b}} from Partner B) shall be established to oversee the strategic direction and operations of the Partnership.

4.2. **Roles and Responsibilities:**

- Partner A shall be primarily responsible for {{partner_a_responsibilities}}.

- Partner B shall be primarily responsible for {{partner_b_responsibilities}}.

Detailed operational responsibilities will be outlined in separate project-specific agreements.

5. Intellectual Property Rights

All intellectual property rights, including copyrights, patents, trademarks, and trade secrets, arising from the custom software developed under this Partnership shall be jointly owned by Partner A and Partner B in proportion to their respective contributions, subject to specific agreements for individual projects. Details of IP ownership for specific projects will be outlined in separate project agreements.

6. Confidentiality

Each Party agrees to keep confidential all non-public information, including but not limited to business plans, customer lists, technical data, and financial information, disclosed by the other Party during the course of this Agreement. This obligation shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

7. Dispute Resolution

Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_institution_name}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English. The number of arbitrators shall be one.

8. Termination

This Agreement may be terminated:

8.1. By mutual written agreement of both Parties.

8.2. By either Party upon {{notice_period_days}} days' written notice to the other Party in the event of a material breach of this Agreement by the other Party, which breach is not remedied within the notice period.

8.3. Immediately by either Party upon the insolvency or bankruptcy of the other Party.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

_______________________________ _______________________________

{{partner_a_signatory_name}} {{partner_b_signatory_name}}

{{partner_a_signatory_title}} {{partner_b_signatory_title}}

For and on behalf of Partner A For and on behalf of Partner B

Date: {{signature_date_a}} Date: {{signature_date_b}}