Article 1 The purpose of partnership is to enhance friendship between friends, strengthen economic and technological cooperation, make full use of personal surplus funds, and master technical and market information to better carry out economic cooperation, so as to achieve the purpose of enhancing friendship and improving economic benefits. Through consultation, * * * jointly invests in the warehousing project, and this agreement is hereby concluded to clarify relevant matters.
Article 2 Scope and purpose of business
Mainly engaged in hydrochloric acid, sealing and other products, in the form of storage, according to the different seasons of products, combined with product market changes, effective storage and sales, from which the difference is extracted as investment income, at the same time, it can play a positive role in stabilizing and stabilizing the local market and promoting the healthy development of local enterprises.
Article 3 Term of Partnership
The term of the partnership is five years, counting from _ _ _ _ _ _ _ _ _.
Article 4 The amount, mode and duration of capital contribution
1. each person contributes _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Everyone's contribution should be paid in cash.
3. The contribution of this partnership is RMB _ _ _ _ _ _ _ _ _. During the cooperation period, each partner's capital contribution belongs to * * *, and it is not allowed to ask for division or escape at will. After the termination of the agreement, each partner's capital contribution will still be owned by the individual and will be returned at that time.
Article 5 Benefit Distribution and Debt Undertaking
1, profit distribution, based on asset appraisal, and proportional currency distribution.
In order to manage the enterprise well, _ _ _ _ _ _ _ is elected as the person in charge, and in order to give full play to and mobilize the enthusiasm of the partners, the profits are distributed according to the contribution to the enterprise, and the proportion can be increased to 1 10%, which is distributed once a year.
2. Debt commitment: the partnership debt shall be repaid in priority by the partnership property. When the partnership property is insufficient to pay off, the person in charge shall promptly notify the liquidation.
Article 6 Access, Withdrawal and Transfer of Capital Contribution
1. occupation:
① Acknowledge this agreement;
(2) With the consent of all partners;
(3) to implement the rights and obligations stipulated in the agreement.
2. Quit:
(1) You need a valid reason to quit;
(2) Do not quit when the partnership is unfavorable;
(3) If you quit the partnership, you should inform other partners 1 month in advance and get the consent of all partners;
(four) after the withdrawal of the partnership, the settlement shall be based on the property status at the time of withdrawal, and all of them shall be settled in currency;
(5) If a partner withdraws from the partnership without the consent of the partner, thus causing losses to the partnership, it shall make compensation.
3. Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of transfer, the partners have the priority to be assigned. If a third person other than a partner is transferred, the third person will be regarded as an employee.
Article 7 Rights of the person in charge of the partnership and other partners
1 and _ _ _ _ _ _ are the heads of the partnership.
Its authority is:
(a) to carry out foreign business and sign contracts;
(2) the daily management of the partnership enterprise;
(3) buying and selling products;
(4) Paying off the partnership debts;
(5) major expenditures shall be ventilated.
2. Rights of other partners:
① Participate in the management of the partnership enterprise;
(two) to listen to the report on the business development of the person in charge of the partnership;
(3) Examining the account books and operation of the partnership;
(4) * * * to decide on major issues of the partnership.
Article 8 the affairs of a partnership enterprise
1, the affairs of the enterprise are mainly in charge, supplemented by others, and * * * participates in the operation and management of the enterprise.
2, the enterprise should set up account books and bank accounts, funds shall not be used for other purposes.
3. Without the consent of all partners, it is forbidden for any partner to conduct business activities in the name of partnership without permission; If the profits from its operation belong to a partnership, it shall compensate for the losses according to the actual losses.
4. Partners are prohibited from engaging in businesses that compete with the partnership.
5. Partners are prohibited from joining other partnerships with similar businesses.
6. Partners are prohibited from signing contracts and selling products with this partnership.
7. If a partner violates the above terms, he shall make compensation according to the actual losses of the partnership. Discourage those who refuse to listen can be decided by all partners to be removed from the list.
Article 9 Termination of partnership enterprise and matters after termination
1. The partnership may be terminated for one of the following reasons:
(1) The term of the partnership expires;
② All partners agree to terminate the partnership;
(3) The partnership enterprise is completed or cannot be completed.
2. Matters after the termination of the partnership:
(1) Partners participate in liquidation;
(2) If there is surplus after liquidation, it shall be carried out in the order of collecting creditor's rights, paying off debts, returning capital contribution and distributing surplus property in proportion. Fixed assets and inseparable items can be sold to partners or third parties at a fixed price, and the price participates in the distribution;
(3) If there are losses after liquidation, the partnership property shall be paid off first, and the part of the partnership property that is insufficient to pay off shall be borne by the partners in proportion to their capital contribution.
Article 10 Settlement of disputes
Disputes between partners should be settled through consultation on the principle of developing partnership and friendship among friends.
Article 11 This Agreement shall come into force as of the date of signing.
Article 12 If there are any matters not covered in this Agreement, the partners shall discuss, supplement or modify it collectively. The supplementary and revised contents have the same effect as this contract.
Article 13 The original of this Agreement is in quadruplicate, with each party holding one copy.
Signature of partner _ _ _ _ _ _ _ _ _
Signature of partner _ _ _ _ _ _ _ _ _
Signature of partner _ _ _ _ _ _ _ _ _
Signature of partner _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 2 Model cooperative operation agreement
Party A: Party B: According to relevant national laws and regulations, Party A and Party B have reached the following cooperation agreement on the basis of friendship, equality, voluntariness and consensus:
I. Scope of cooperation
In order to ensure mutual benefit between Party A and Party B, reduce business risks and facilitate property management, we think? "Furong Ancient City" provides customers with convenient, effective and high-quality services. Party A and Party B mainly cooperate, and Party B authorizes Party A to sell and promote on behalf of Party B. ..
Second, the way of cooperation.
Party A shall provide Party B with a suitable place to carry out sales business, and recommend and publicize it to the owner through oral and advertising (advertising expenses shall be borne by Party B).
Three. Term of cooperation
1, from * * * to * * months.
2. After the expiration of this agreement, this agreement will be terminated naturally.
3. If both parties renew the agreement, they shall submit written opinions to the other party within ten working days after the expiration of this agreement.
Fourth, the cooperation project cost standard
1. Party B shall supply Party A at the wholesale price, and the unit price of all varieties shall not be higher than.
2. The external sales price shall be set by Party A. ..
Verb (abbreviation of verb) Settlement time and method of cooperative projects
Party B shall settle the previous payment at each delivery.
Six, product transportation and cost sharing
1. Party A calls Party B to deliver the goods (the freight shall be borne by Party B).
2. The delivery place shall be subject to the notice of Party A. ..
Seven. rights and duties
1. Rights and obligations of Party A
(1) Party A actively recommends and cooperates with various promotional activities within the scope of cooperation of Party B in publicity.
(2) Party A is responsible for managing the samples and exhibition facilities provided by Party B. ..
(3) Party A shall set up part-time promoters in the exhibition place provided for Party B..
2. Rights and obligations of Party B
(2) Party B shall actively cooperate with Party A's work, abide by various management regulations of Party A, and voluntarily pay various fees according to the contents of the agreement.
(3) Party B has the obligation to provide Party A with consulting services before, during and after the sale, and Party B's professional promoters must go to the promotion site during the product promotion activities.
(4) Party B shall provide Party A with the sales invoice of the goods.
(5) Party B shall abide by national laws and regulations and the contracts signed with customers, and do a good job in after-sales service for customers.
Eight. accountability
Anyone who doesn't act in good faith is cheating-
Lawsuits, claims, fines and compensation caused by fraud, violation of this agreement or exceeding the authority granted by this agreement, or litigation, arbitration, claims, fines and compensation caused by events related to the performance of this agreement, shall be paid by Party A if the above events are due to Party A's fault, and by Party B if the above events are due to Party B's fault. Any dispute shall be settled by both parties through consultation.
Nine. force majeure
If Party A or Party B fails to perform any obligations under this Agreement due to the fault of Party A or Party B or other force majeure circumstances beyond the control of either party, the failure to perform obligations within the delay period shall be exempted.
Seize
1. A supplementary agreement shall be signed in writing for the supplement to the terms of this agreement, and the supplementary agreement shall have the same effect as this agreement.
2. The annexes to this agreement are an effective part of this agreement. In this agreement and its annexes, the words filled in the blank part have the same effect as the printed words.
3. Matters not covered in this Agreement and its annexes and supplementary agreements shall be implemented in accordance with relevant laws, regulations and rules of People's Republic of China (PRC).
4. If the relevant contents in the annexes to this agreement are inconsistent with this agreement, the contents of this agreement shall prevail.
XI。 This agreement, which has three pages in total, shall come into effect as of the date of signing, in triplicate, with Party A holding two copies and Party B holding one copy, all of which have the same legal effect.
Party A (seal): authorized representative (signature):
Handler:
Party B (seal):
Authorized representative (signature):
Address:
Contact telephone number:
Signature time:
Article 3 Model cooperative operation agreement
Party A: _ _ _ _ ID number: _ _ _ _ _ _ _ ID number: _ _ _ _ _ _ ID number: _ _ _ _ _ _ ID number \
Party B: _ _ _
ID number: _ _ _ _ _ _ _
Party C: _ _ _ _
ID number: _ _ _ _ _ _ _
In the spirit of mutual benefit, unity and cooperation, Party A, Party B and Party C reached the following partnership agreement on, and, through friendly negotiation:
Article 1 Purpose of partnership
Make use of the management experience and personal connections accumulated by partners themselves, so that partners can create labor results and share economic benefits through legal means.
Article 2 The name of the partnership organization and the partnership project
The name of the partnership organization is _ _ _ _ _ _ _ _ _ _ _ _
The partnership project is: _ _ _ _ _ _ _ _ _ _ _ _ _
Article 3 Term of Partnership
From _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4 Distribution of property shares of partnership organizations
The share of each partner in the partnership property is _ _ _ _ _ _ _ _ _.
Article 5 Wages, Residual Distribution and Debt Undertaking
1. Bonus distribution: during the operation of the partnership, the salary of each partner is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. With the deepening of the partnership and considerable profits, bonuses will be paid at the end of the year, and the amount of bonuses will be decided by the partners' meeting according to the income situation and personal contribution.
2. Income distribution: excluding operating costs, daily expenses, wages, bonuses, taxes payable, etc. It is the net profit, that is, the income-generating surplus of the partnership enterprise, which is the focus of the partnership enterprise distribution and will be distributed in proportion to the share of the partnership enterprise property held by each partner.
3. Debt commitment: the debts arising from the operation of the partnership enterprise shall be repaid in priority by the property of the partnership enterprise. If the partnership property is insufficient to pay off, it shall be borne in proportion to the share of the partnership property held by each partner.
Article 6 Withdrawal from Partnership and Transfer of Capital Contribution
(1) Quit the partnership. Under any of the following circumstances, with the unanimous consent of other partners, a resolution can be made to replace the partner:
(1) Personal assets are insolvent;
(2) Failing to fulfill the obligation of capital contribution;
(3) Causing economic losses to the partnership organization due to intentional or gross negligence;
(four) there is misconduct in the implementation of partnership affairs;
(5) The partner violates the provisions of Article 9 of this Agreement.
The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw from the partnership. After a partner withdraws from the partnership, it shall be deemed that he has given up his share of property in the partnership and will no longer participate in the profit and surplus distribution of the partnership this year. Other partners will automatically own the property share, but the losses caused to other partners cannot be exempted.
(two) the transfer of the partnership's share of property
During the partnership period, without the written consent of all partners, partners shall not transfer all or part of their property shares in the partnership organization at will. If a partner is transferred to a third party other than the partner with the written consent of other partners, the third party shall be regarded as a new employee. A third party other than a partner who accepts the share of the partnership organization's property becomes a partner of the partnership organization after amending the partnership agreement.
Article 7 The meeting of partners, the person in charge of the partnership and the execution of partnership affairs.
(A) the partners' meeting system
1. Convening: the meeting of partners shall be convened and presided over by the executor of partnership affairs, and the person in charge of the partnership enterprise may decide to convene the meeting of partners according to the situation;
2. Time: usually once a month, and the specific convening time is decided by the person in charge of the partnership according to the situation;
3. Voting right: Each partner has the right to vote at the meeting of partners. Unless otherwise agreed in this agreement, major matters shall be decided with the consent of partners who account for more than two-thirds of the partnership property, and general matters shall be decided with the consent of partners who account for more than one-half of the partnership property.
4. Major issues: Major issues that can only be passed with the consent of partners who account for more than two-thirds of the partnership's property share in the partners' meeting refer to:
(1) Elect the executor of partnership affairs;
(2) Increase or decrease the types of business, adjust and convert business items, and expand business;
(3) Adjust the property share and profit distribution ratio of each partner;
(4) Deciding on the internal organization and financial revenue and expenditure plan of the partnership organization.
(5) To decide on the operating price and the system of wages, bonuses and welfare of the partnership organization.
(6) Others
5. Other working meetings:
(1) The executor of partnership affairs shall preside over a working meeting attended by all partners and executives of the partnership organization once a month;
(2) The executor of partnership affairs shall preside over a working meeting attended by all partners and all personnel of the partnership organization once a month;
(3) The business manager presides over a working meeting attended by subordinate employees once a month.
(II) Upon the decision of all partners, I entrust _ _ _ _ as the executor of partnership affairs, and its authority is:
1. Convene and preside over the meeting of partners, and have the final decision on major issues of the partnership organization (such as expanding business, adjusting and changing business projects, etc.). ).
2. Carry out foreign business and sign contracts;
3. Inspect and supervise the implementation of partnership affairs by other partners, and appoint, remove and adjust their positions and responsibilities according to the decisions of the partners' meeting;
4. To appoint and dismiss the business manager of the partnership organization according to the nomination of the executor of the partnership affairs, and determine the remuneration he should enjoy;
5. According to the profitability of the partnership organization and the personal performance of the executor of the partnership affairs, have the right to make appropriate adjustments to the property share and profit distribution of the partnership organization occupied by the executor of the partnership affairs.
(III) Upon the decision of all the partners, the _ _ _ _ is entrusted as the person in charge of the internal administrative affairs of the partnership, responsible for the internal operation and management of the partnership. Its authority is:
1. Organize and implement the meeting of partners;
2. Conduct comprehensive daily management of the operation of the partnership organization;
3. Formulate the internal management system of the partnership organization;
4. To formulate the internal organization setting scheme and the incentive system for rewards and punishments of the partnership organization;
5. To propose the appointment or dismissal of the business manager of the partnership organization;
6. Review cash receipts and expenditures and daily financial expenditures;
7. Other powers granted by the partners' meeting.
(4) Upon the decision of all partners, entrust _ _ _ _ _ as the person in charge of finance and logistics of the partnership organization, and assist other partners to participate in the daily operation and management of the partnership organization.
1. The executor in charge of partnership affairs, presiding over the daily financial and logistical work of the partnership organization;
2. Formulate the financial system of the partnership organization, prepare the financial revenue and expenditure plan of the partnership organization, inspect and supervise the implementation of the financial system, and inform other partners of the implementation of the financial plan in a timely manner;
3. Urge the relevant departments of the partnership organization to reduce consumption, save expenses, rationally use funds, predict the annual operating costs and profits of the partnership organization, and form a forecast report for the decision-making reference of the partners' meeting;
4. Draw up the job responsibilities of financial institutions and financial cashiers;
5, responsible for personnel file management. Sorting, collecting and archiving relevant materials (such as personnel data, documents, vouchers, account books, statements, etc.), and reporting them for destruction or archiving according to the prescribed procedures;
6. To formulate the operating price, salary, bonus and welfare system of the partnership organization, and manage the business invoices;
7. Manage the cash flow of the partnership organization and the deposit and withdrawal of funds with the bank, and check in time to ensure that the accounts are clear and consistent with the facts;
8. Other powers granted by the partners' meeting.
Article 8 Rights and obligations of partners
(1) Rights of partners:
1. Attend the partners' meeting and supervise the implementation of partnership affairs;
2. Partners have the right to distribute the benefits of the partnership;
3. Partners shall distribute the partnership interests according to their share in the property of the partnership organization or in accordance with the agreement, and the property accumulated by the partnership operation shall be owned by the partners.
4. With the written consent of all partners, the partners have the right to quit the partnership.
(2) Obligations of partners:
1. Maintain the unity of partnership property according to the partnership agreement;
2. Share the debt losses of the partnership;
3. Be jointly and severally liable for the partnership debts.
Acts prohibited by Article 9
(1) Without the authorization of this partnership agreement or the partners' meeting, it is forbidden for any partner to engage in business activities in the name of the partnership organization privately, and the benefits obtained from engaging in business activities privately shall be owned by all partners, and the losses caused shall be fully compensated by the partners themselves;
(2) Partners are prohibited from participating in businesses similar to or competing with this partnership project. In case of illegal operation, a penalty of 0/2 times the monthly profit (or average profit)/kloc of the operating profit of the previous two years shall be paid to the partnership organization;
(3) Unless otherwise agreed in the partnership agreement or agreed by all the partners, the partners shall not conduct transactions with the partnership enterprise. If there is any violation, the benefits obtained from the transaction shall be owned by the partnership organization, and the losses caused to the partnership organization shall be doubled;
(4) Partners shall not engage in activities that harm the interests of the partnership.
Article 10 Liability for breach of contract
(1) If a partner transfers his share of property without the unanimous written consent of the other partners, and the other partners are unwilling to accept the transferee as a new partner, they may be treated as withdrawing from the partnership, and the transferred partner shall compensate the other partners for all the losses caused thereby;
(2) If a partner pledges his share of the property in the partnership enterprise without authorization, his behavior is invalid, and if losses are caused to other partners, the partner shall bear all the liability for compensation;
(3) If a partner seriously violates this Agreement or causes the dissolution of the partnership due to gross negligence, he shall be liable for compensation to other partners;
Article 1 1 dispute settlement method
All disputes arising from or related to this agreement shall be settled by the partners through consultation. If negotiation fails, it shall be submitted to Changsha Arbitration Commission for arbitration.
Article 12 Others
(1) This agreement can be modified or supplementary agreements can be made on matters not covered by the cooperation parties through negotiation; In case of any conflict between the supplementary and modified contents and this Agreement, the supplementary and modified contents shall prevail;
(2) This Agreement is made in quadruplicate, with each party holding one copy;
(III) This Agreement shall come into effect after being signed and sealed by all partners.
Signature and seal of all partners:
Party A: _ _ _ _ _ _ _
Party B: _ _ _ _ _ _
Party C: _ _ _ _ _ _ _
Signature time: _ _ _ _ _ _ _ _ _ _ _ _
Signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _