Partnership Agreement Template Philippines

PARTNERSHIP AGREEMENT

Document ID: PH-PART-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Republic of the Philippines

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LEGAL COMPLIANCE NOTICE

This template is drafted in accordance with the Civil Code of the Philippines (Republic Act No. 386). While drafted to provide a robust legal framework, this document does not constitute formal legal advice. A partnership involving capital contributions exceeding PHP 3,000.00 must be registered with the Securities and Exchange Commission (SEC) to be enforceable against third parties. Parties are strongly advised to have this document reviewed by a member of the Integrated Bar of the Philippines (IBP) to account for specific industry regulations or tax implications.

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1. PARTIES

This Partnership Agreement ("Agreement") is entered into this [Effective Date] by and between:

PARTNER A: [Company/Individual Full Legal Name], a corporation/individual organized under the laws of the Philippines, with principal office located at [Principal Address] (hereinafter referred to as "Partner A"); and

PARTNER B: [Company/Individual Full Legal Name], a corporation/individual organized under the laws of the Philippines, with principal office located at [Principal Address] (hereinafter referred to as "Partner B").

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2. SCOPE OF PARTNERSHIP & OBJECTIVES

The Parties hereby form a partnership under the firm name "[Partnership Name]" for the purpose of [Detailed Purpose of Partnership]. The partnership shall engage in the business of [Specific Business Activities] and such other activities as may be agreed upon by the partners in writing.

3. CAPITAL CONTRIBUTIONS

3.1. Initial Contribution: Partner A shall contribute [Amount in PHP/USD] and Partner B shall contribute [Amount in PHP/USD] to the partnership capital. 3.2. Additional Capital: Any additional capital required shall be contributed by the Partners in proportion to their respective profit-sharing ratios, unless otherwise agreed.

4. PROFIT AND LOSS DISTRIBUTION

All net profits and net losses of the partnership shall be shared between the Partners in the following ratio:

• Partner A: [Percentage]%
• Partner B: [Percentage]%

5. TERM AND TERMINATION

5.1. Term: This Agreement shall commence on the Effective Date and shall continue in effect until dissolved by mutual written consent or upon the occurrence of a dissolution event defined by the Civil Code of the Philippines. 5.2. Termination for Cause: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party commits a material breach and fails to cure said breach within fifteen (15) days of receiving written notice of the breach.

6. INTELLECTUAL PROPERTY (IP)

All intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets developed, created, or acquired by the partnership during the term of this Agreement shall be deemed "Work Made for Hire" and shall be the exclusive property of the Partnership, not the individual partners, unless otherwise explicitly stipulated in a separate written assignment.

7. CONFIDENTIALITY

The Parties agree to maintain in strict confidence all proprietary information, trade secrets, and business processes disclosed during the term of this partnership. This obligation shall survive the termination of this Agreement for a period of five (5) years.

8. INDEMNIFICATION AND LIABILITY

8.1. Liability: The partners shall be liable for the partnership’s debts and obligations in accordance with the provisions of the Civil Code of the Philippines. 8.2. Indemnification: Each partner agrees to indemnify and hold harmless the other partner from any and all claims, damages, or liabilities arising out of their own gross negligence or willful misconduct in the performance of their duties under this Agreement.

9. DISPUTE RESOLUTION

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first endeavor to settle the dispute through amicable negotiation. If negotiation fails, the dispute shall be submitted to mandatory arbitration under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). The seat of arbitration shall be [City, Philippines].

10. GOVERNING LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of the Philippines.

11. MISCELLANEOUS

11.1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. 11.2. Entire Agreement: This document constitutes the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements, whether written or oral. 11.3. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EXECUTION

FOR [PARTNER A NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTNER B NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Fillable Fields: Replace all bracketed text [ ] with the precise legal details. Ensure names match the Articles of Incorporation/SEC registration exactly.
2. Review: Ensure the "Profit and Loss" percentages equal 100%.
3. Signatory Authority: Before signing, request a Secretary’s Certificate or Board Resolution from the counterparty to verify the individual signing has the legal authority to bind the corporation.
4. Execution:
   • Print two hard copies.
   • Have both parties sign in the presence of a Notary Public.
   • Notarization: Under Philippine law, contracts of partnership where immovable property or real rights are contributed must be in a public instrument to be binding against third parties. Even if not required, notarization is highly recommended for evidentiary weight.
5. Digital Execution: If using electronic signatures (e.g., DocuSign), ensure the platform complies with the Electronic Commerce Act of the Philippines (RA 8792).
6. Retention: File the original notarized copy in your corporate legal repository. Provide a certified true copy to the counterparty.
7. SEC Compliance: If capital exceeds PHP 3,000, file the Articles of Partnership with the SEC within the mandatory window following execution.