Free Cafe Partnership Agreement

I. Introduction

This Cafe Partnership Agreement (the "Agreement") is entered into on [Date], by and between:

1. [Your Company Name], a limited liability company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Your Company Address], hereinafter referred to as "Company", and

2. [Second Party], an individual residing at [Second Party Address], hereinafter referred to as "Partner".

II. Formation of Partnership

1. Statement of Intent: The parties hereby agree to form a partnership for the purpose of jointly owning and operating a cafe business under the name "[Cafe Name]" (the "Cafe").

2. Term of Partnership: The partnership shall commence on [Date] and shall continue until terminated by mutual agreement of the partners or in accordance with the provisions of this Agreement.

III. Partnership Contributions

1. Initial Capital Contributions: The partners shall contribute capital to the Cafe as follows:

a. [Your Company Name]: $[00], payable in cash within 30 days of the execution of this Agreement.

b. [Second Party]: $[00], payable in cash within 30 days of the execution of this Agreement.

2. Additional Contributions: Any additional capital required for the operation and expansion of the Cafe shall be contributed by the partners in proportion to their ownership interests.

IV. Management and Decision-Making

1. Authority and Responsibilities: The partners shall share the authority and responsibilities for the management and operation of the Cafe in accordance with their respective expertise and contributions.

2. Decision-Making Process: Decisions regarding the Cafe shall be made by mutual agreement of the partners. In the event of a disagreement, major decisions shall be resolved through a majority vote, with each partner having one vote.

V. Financial Matters

1. Allocation of Profits and Losses: Profits and losses of the Cafe shall be allocated among the partners in proportion to their ownership interests.

2. Distribution of Profits: Profits shall be distributed to the partners on a quarterly basis, after deducting any necessary expenses and reserves.

3. Salary or Draw: The partners may receive a salary or draw from the Cafe as mutually agreed upon. Initially, both partners will receive a monthly draw of $[00] each, subject to adjustment based on the financial performance of the Cafe.

4. Banking Arrangements: The partners shall establish a joint bank account at [Bank Name] for the deposit and withdrawal of funds related to the Cafe. All financial transactions exceeding $[00] shall require the signature of both partners.

VI. Operation of the Cafe

1. Day-to-Day Operations: The partners shall collaborate on the day-to-day operations of the Cafe, including staffing, inventory management, and customer service. [Your Company Name] shall oversee administrative tasks, while [Second Party] shall manage the culinary aspects and kitchen operations.

2. Roles and Responsibilities: Each partner shall have specific roles and responsibilities as outlined in Schedule A attached hereto.

VII. Intellectual Property

1. Ownership: All intellectual property rights associated with the Cafe, including the name, logo, and branding, shall be jointly owned by the partners.

2. Use of Intellectual Property: The partners may use the intellectual property of the Cafe for the purpose of promoting and operating the business, subject to mutual agreement.

3. Protection of Intellectual Property: The partners agree to take all necessary steps to protect the intellectual property of the Cafe, including registering trademarks and copyrights as deemed necessary.

VIII. Confidentiality and Non-Compete

1. Non-Disclosure of Confidential Information: The partners shall not disclose any confidential information pertaining to the operations, recipes, or business strategies of the Cafe to any third party without prior written consent.

2. Non-Competition Clause: During the term of this Agreement and for a period of [00] years following its termination, the partners shall not engage in any business activities that directly compete with the Cafe within a [00]-mile radius of its location.

IX. Dispute Resolution

1. Procedure for Resolving Disputes: In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute amicably through negotiation.

2. Mediation and Arbitration: If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to mediation administered by a mutually agreed-upon mediator. If mediation fails, the dispute shall be finally settled by arbitration in accordance with the rules of [Arbitration Association], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

X. Termination and Dissolution

A. Grounds for Termination: This Agreement may be terminated:

1. By mutual agreement of the partners;

2. By either partner upon [00] days' written notice to the other partner in the event of a material breach of this Agreement by the other party;

3. By operation of law or upon the occurrence of any event that makes it illegal or impossible to continue the partnership.

B. Procedure for Dissolution: In the event of termination or dissolution of the partnership, the partners shall liquidate the assets of the Cafe and distribute the proceeds in accordance with their respective ownership interests.

XI. General Provisions

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

2. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

3. Amendments and Waivers: Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

XII. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Your Name]

[Your Job Title]

[Your Company Name]

[Representative's Name]

[Job Title]

[Second Party]

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