Partnership Agreement Template for Founders
Three documents and two sheets that price what your state's default rule does if a partner leaves, before you draft the exit clause.
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Scenario Analysis
[Business Name] — what the state default actually does
Drafted after this sheet, not before it. The exit clause displaces whatever it finds.
| Scenario | Result Under Default | Result With a Drafted Clause |
|---|---|---|
| — | — | — |
| — | — | — |
What most templates skip
| Two-partner default | In several states, one partner leaving an at-will partnership meets the threshold to dissolve the whole business, not just buy out that partner's share |
| Deadlock | A 50/50 vote has no statutory tiebreaker. Without a named procedure, a stuck decision can turn into an exit neither partner intended |
Every partnership agreement template online opens with the same question: how should ownership split? That question matters, but it is not the one that ends up destroying partnerships. The one that does is what happens when a partner wants out, and almost no template drafts it, because almost no founder wants to discuss it before it is needed. For a two-person partnership specifically, the state's own default answer to that question is often worse than either founder would ever guess.
Cobblestone Habitat Design, a fictional two-person landscape design and build partnership doing $340,000 in trailing annual revenue, ran its arrangement through this process. Dana Voss had contributed $60,000 in starting capital; Marcus Ilha contributed the design expertise and all client-facing work, no cash. They had split ownership and profit 50/50 by handshake, with no written agreement at all, an at-will general partnership by default from the day they started taking paying clients.
Under California's default rule, a two-partner, at-will partnership dissolves and winds up once at least half the partners express the will to leave, and one partner's ordinary exit counts as that expression on its own. Modeled against their real numbers, forced liquidation would net each partner about $21,000, a fraction of the $71,250 going-concern buyout either could receive instead. The other $100,000 of value gets destroyed by the winding-up process itself, evaporating for both partners instead of passing to either one.
What's in the pack
Contribution and Economics Model
What each partner actually contributed, cash, equipment or sweat equity, and how that translated into ownership and profit share.
Scenario Analysis
Your state's actual default rule run against several exit scenarios, priced in real numbers rather than a general warning.
Partnership Agreement
Ownership, profit split, term and governing law, with the exit mechanics drafted to displace the specific default Scenario Analysis found.
Exit and Dissolution Note
States plainly which default rule is being displaced, and under what statute, so the mechanism is a deliberate choice rather than boilerplate.
Decision Rights
Which decisions need unanimous agreement, and the deadlock procedure for when a 50/50 vote has no majority to fall back on.
How to use it
- 1
Open in River, or download it
Install the pack so the agent runs the scenarios against your own state's rules, or take the blank Word and CSV files away and fill them in yourselves.
- 2
Describe what each partner is contributing
Cash, equipment, existing clients, a specific skill, or ongoing labor with no cash behind it, and how you're thinking about splitting ownership.
- 3
See what your state's default rule actually does
Scenario Analysis runs the arrangement against real default partnership-law rules across a voluntary exit, a disagreement, and death or disability.
- 4
Draft the agreement to displace whatever it found
Partnership Agreement, Exit and Dissolution Note and Decision Rights all draft from the specific gap the scenarios surfaced, not a generic clause.
Frequently asked questions
Is this template free?
Yes. Three documents and two sheets download as Word and CSV files with no signup and no credit card. "Edit with AI" is a separate, optional path for founders who want the agent to run the scenarios against their own state's default rules. The rest of the packs sit in the template library.
What format are the downloaded files?
Word documents (.docx) for the three agreement documents, and CSV (.csv) for the two sheets, zipped together into one download. They open natively in Word, Pages, Google Docs, Excel, Numbers and Sheets, with nothing to convert.
What does 'Edit with AI' actually do?
It creates a free River account and installs this exact pack as a private workspace. The agent asks what each partner is contributing, runs the arrangement against your state's actual default rules, then drafts the agreement from what those scenarios find.
What if we're incorporating and issuing shares instead of staying a general partnership?
That is a related but different question. This pack covers an unincorporated general partnership governed by state partnership law. Founders issuing shares and vesting equity in a corporation or LLC should start from the founder equity split pack instead, which prices vesting and departure under a cap table rather than a dissolution statute.
Do we still need a lawyer?
Yes, and this is not legal advice. What changes is what you hand them: a scenario analysis showing exactly what your state's default rule would do and what a drafted mechanism changes, rather than a blank template neither of you has checked against real numbers.
What if there are three or more partners, not two?
The same underlying risk applies, though the exact threshold differs. Most states' default dissolution trigger keys off a fraction of the partners expressing the will to leave, so run Scenario Analysis with your actual partner count rather than assuming the two-partner math above applies unchanged.
How is this different from the NDA and IP assignment pack?
No overlap. The NDA and IP assignment pack checks whether contractors, employees and advisors actually signed over what they built. This pack is for the partners themselves: what each contributed, how ownership splits, and what happens if one of them leaves.
Find out what your state's default rule does before a partner leaves
Download the blank pack as Word and CSV files, or open it in River and have the exit scenarios priced against your own numbers first.
Edit with AI