Partner: Name, gender, age, registered permanent residence, ID number, habitual residence, telephone number and email address.

On the basis of equality, mutual benefit, fairness and reasonableness, the above partners decided to invest in xx products after repeated consultations. In order to clarify their respective rights and obligations and prevent partnership disputes, this agreement is hereby signed for * * * * to abide by.

Article 1 Project and place of partnership operation

All partners unanimously agree that the business license of the partner () is the business license of the partnership enterprise and the business place for operating the project.

All partners must work in a partnership. They are not allowed to invest in or operate an enterprise that produces the same or similar products by themselves or with others. They are not allowed to work part-time in an enterprise that produces the same or similar products. They strictly keep the business secrets and technical secrets of the partnership and safeguard the interests of the partnership.

Article 2. Partners contribute.

The estimated investment of the partnership is RMB () million, of which the cash investment is RMB () million and the tangible assets are RMB () million.

Details of the investment made by the partners are as follows:

1. Partner A contributes 1 ten thousand yuan in cash, accounting for% of the total investment.

2. Partner B contributed 1 ten thousand yuan in cash and 1 ten thousand yuan in intangible assets, totaling 1 ten thousand yuan, accounting for% of the total investment.

If the partnership enterprise really needs additional capital, it shall, after the decision of the partners' meeting, make additional investment in accordance with the above-mentioned capital contribution ratio, unless all partners voluntarily subscribe. When the partnership has profits, after leaving enough working capital () ten thousand yuan on the books, it will first recover its share capital according to the proportion of cash investment, and then distribute the profits according to the above proportion; If there is any loss, it shall be borne according to the above proportion, but if the loss is within the total investment of this contract, it shall be borne according to the proportion of cash equity.

Article 3 Term of Partnership

The purpose of partnership is to establish a long-term and stable investment relationship and realize the ideal and personal value of * * * *. The term (year) of the partnership is tentative, that is, from (200) to (200). After the expiration, all or most of the partners intend to continue to engage in the production and operation of the project under this contract, and there is no major partnership dispute under this contract, so they should continue to maintain their investment relationship.

In principle, the term for a partnership enterprise to take the business license of the partner () as the business license is set at two years, with the longest not exceeding three years. At an appropriate time, the partnership may be upgraded to a limited liability company upon the decision of the partners' meeting, and the articles of association shall be formulated on the basis of this agreement and in accordance with the Company Law and the business experience of the partnership.

Article 4 Management institutions

The management institutions of a partnership enterprise are the general meeting of partners, the board of directors and the board of supervisors. The partners' meeting is the highest authority, the board of directors is the executive body of the partnership enterprise meeting, responsible for daily management affairs, and the board of supervisors is the supervisory body, responsible for supervising the board of directors and senior staff of the partnership enterprise.

Article 5 Composition, responsibilities and convening of the general meeting of partners

The general meeting of partners consists of all partners. When voting, the voting right shall be calculated according to the proportion of capital contribution. The effective decision of the shareholders' meeting is that the actual number of attendees shall not be less than three-fifths of those who should attend, and it shall be agreed by four-fifths of the attendees. A partner's decision is binding on all partners.

Duties of the general meeting of partners:

(1) To decide on the management policy and investment plan of the partnership;

(2) Deciding on the annual financial budget plan, final accounts plan, profit distribution plan and loss compensation plan;

(3) Deciding to increase or decrease investment.

(4) To decide on the transfer of investment between partners, the transfer of foreign investment and the joining of new partners.

(five) to decide on the time, dissolution and liquidation of the partnership into a limited company;

(VI) Deciding to change this contract;

(7) to decide on wages;

(eight) to decide on the employment and treatment of accountants, cashiers and secretaries;

(nine) veto the wrong resolution of the board of directors, and discuss and resolve the different opinions of the board of directors;

(10) To decide the scope of business secrets and technical secrets of the partnership;

(eleven) other important matters that should be decided by the shareholders' meeting.

The general meeting of partners shall hold a regular meeting once a year. The temporary partner meeting was proposed by two partners. In principle, the shareholders' meeting shall be convened and presided over by the chairman, but if the chairman fails to convene the shareholders' meeting within a reasonable time after being urged, the board of supervisors shall be responsible for presiding over it; Neither the chairman of the board of directors nor the person in charge of the board of supervisors held a meeting within a reasonable time, and representatives elected by other partners presided over the partner meeting. When convening a meeting of large partners, all partners shall be informed of the topics, plans, time and place of the meeting fifteen days before the meeting is held. Minutes of the shareholders' meeting shall be made by the secretary, and the partners present at the meeting shall sign the minutes. As an important file of the partnership, the minutes of the meeting are kept in the secretariat for a long time and copied to all partners.

Article 6 Composition, responsibilities and division of labor of the board of directors

The board of directors consists of partner A, partner B and partner C, with partner A as the chairman and representing the partnership in civil activities. The chairman and directors shall not be removed without the decision of the shareholders' meeting.

The Board of Directors shall exercise the following functions and powers:

(1) To implement the resolutions of the general meeting of partners and formulate specific implementation plans;

(2) To decide on the daily operation and management of the partnership;

(3) Deciding on the establishment of the internal management organization of the partnership enterprise;

(4) To appoint managers and employees and decide on their remuneration, except for matters that should be decided by the shareholders' meeting;

(5) Formulating the rules and regulations of the partnership enterprise.

(six) determine the product price.

(7) Other matters that should be decided by the board of directors.

The voting right of the board of directors is calculated by the person, and the minority is subordinate to the majority. When the board of directors cannot make a decision, it shall convene a general meeting of partners to discuss and decide. The resolutions of the board of directors shall be implemented by the directors.

Article 7 Composition, responsibilities and division of labor of the Board of Supervisors

The board of supervisors consists of a partner and a partner, and a partner is responsible for it.

Duties of the Board of Supervisors:

(a) various financial statements should be copied to the board of supervisors;

(two) check the financial revenue and expenditure quarterly or semi-annually, and ask financial personnel and custodians to assist in verifying assets when necessary; If in doubt, the board of directors may be required to make an explanation, and a certified public accountant may be hired to audit the finance according to the actual situation, and the expenses shall be borne by the partnership;

(3) To supervise the acts of directors and senior managers who violate laws, regulations and this contract when performing their duties, put forward solutions and submit them to the shareholders' meeting for decision;

(4) When the actions of directors and senior managers harm the interests of the partnership, they are required to make corrections, and compensation schemes can be proposed and submitted to the partners' meeting for decision.

(5) Other work that should be managed by the supervisors.

Article 8 Responsibilities of the Secretary

If the economic conditions of the partnership permit, a lawyer or a non-partner recognized as fair and upright may be employed as a secretary. The secretary is responsible for the partners' meeting and strictly keeps business secrets. Losses caused by his negligence shall be jointly and severally liable.

Responsibilities of the secretary:

(1) Providing legal advice to the partnership enterprise;

(2) Drafting the general meeting of partners, the rules of procedure of the board of directors and the rules and regulations of the enterprise;

(3) Record the contents of the general meeting of partners and important meetings of the board of directors, and send a copy to relevant personnel as required.

(4) Keeping important documents, meeting minutes, all economic contracts and other important files, checking the implementation of resolutions and contracts, and providing information to partners, directors and supervisors;

(five) to mediate disputes between partners and supervise the implementation of the mediation plan.

Article 9 Financial principles and financial personnel

A partnership enterprise shall establish and improve its financial and accounting systems. Make monthly and quarterly reports. There must be an annual financial report at the end of the year, with a balance sheet, profit and loss statement, statement of changes in financial position, statement of financial position and statement of profit distribution. In order to ensure sustainable development,% should be set aside as provident fund before dividends are distributed every year.

The partnership enterprise adopts the reimbursement system signed by partner A and partner B. Partner A has the right to advance the daily expenses below 10000 yuan/month and the payment below 10000 yuan/month in the course of daily operation, but it must be approved by partner B afterwards. If this procedure is not followed, the partner has the right to ask the responsible person to bear the amount of illegal reimbursement.

Personnel who serve as accountants and cashiers must provide a certain number of property guarantees or guarantors with guarantee ability; He/she must be fair and just, and must not obey incorrect instructions or harm the interests of any partner; Accounts must be clear, consistent and coherent; Supervisors must be assisted to perform their supervisory duties. If the partnership enterprise suffers losses due to negligence, it shall be jointly and severally liable for compensation.

Article 10 Liability for breach of contract

1. If the investment payment is overdue, the liquidated damages shall be calculated at one thousandth of a day; If it is overdue for two months, it will be treated as withdrawal;

2. If a partner withdraws from the partnership or transfers his capital contribution midway, he shall bear a penalty of 50% of the withdrawal amount. If a partner engages in the same or similar business of the partnership within one year after withdrawing from the partnership, he shall bear the penalty of RMB 10000 yuan.

3. If a partner invests in the same or similar business of the partnership enterprise by himself or in partnership with others during the partnership period, he shall bear the penalty of RMB 10000 yuan. Those who fail to make corrections through education may be disqualified as partners, their investment funds shall be confiscated, and they shall bear the penalty of RMB 10000 yuan.

4. If the partners cause economic losses to the partnership due to personal reasons, they shall pay 50% of the losses for the first time and full compensation for the second time. For the third time and above, the compensation shall be 0.5 times of the loss of 65438+.

5. If the partners disclose the business secrets and technical secrets of the partnership, they shall bear the penalty of RMB 10000 yuan.

6. If a partner does not work in the partnership after the investment, it shall be deemed that he quits the partnership halfway.

7. If the financial personnel and relevant personnel do not cooperate with the work of the supervisor, they shall bear the liquidated damages on a daily basis after receiving the written reminder from the supervisor. Directors and relevant responsible persons who support financial personnel to fail to fulfill their cooperation obligations should also bear liquidated damages according to this standard.

8. If a partner takes advantage of his position to occupy the assets of the partnership, or misappropriates the assets of the partnership for three months and fails to return them, he shall first pay off the debts with his investment and bear the liquidated damages at 30% of the amount in breach. If the capital contribution is insufficient to pay off, in addition to continuing to bear the responsibility of paying off, it will also be regarded as withdrawing from the partnership halfway.

9. The personal debts of the partners cannot affect the property of the partnership, otherwise, their debts will be paid off with their investments. Personal debts transferred to the partnership in bad faith shall be treated as withdrawal.

The above liquidated damages are based on the result of correctly predicting the loss due to breach of contract. After the conclusion of the contract, neither party may claim to the court that the liquidated damages are too high and that the liquidated damages are reduced for any reason, but may claim to increase the damages on the grounds that the losses exceed the provisions of this article.

The losses referred to in this contract include the loss of the observant party's investment principal, interest, available profits, attorney's fees, investigation fees, travel expenses and other miscellaneous expenses. Interest loss is calculated at two ten thousandths of a day, available profit loss is calculated at the average profit of 65,438+02 months before the default, but not less than 30% of the annual profit rate, lawyer's fees are calculated at 5% of the total amount of disputes, travel expenses are calculated at 200 yuan per person per day (excluding transportation expenses), and other expenses are calculated at the amount recorded in official bills.

The liquidated damages and compensation obtained in accordance with the above provisions shall be regarded as the non-operating income of the partnership.

Article 11 Ways to settle disputes

Any dispute arising from or related to this contract shall be first settled by the partners' meeting, and then mediated by the secretary or the disputing party and the recognized non-partners. It can't be solved through litigation unless it is absolutely necessary. .

Article 12 Supplementary Provisions

1. If there are matters not covered in this contract, both parties must make supplementary provisions through consultation, which have the same effect as this contract.

2. Where the habitual residence or domicile of a partner changes, it shall promptly notify the partnership.

3. The notice of performance of this contract shall be handled in the following ways: in order to perform it in time, notify the other party according to the telephone number specified in this contract; If it cannot be performed in time, it shall be notified by express mail according to the registered address recorded in this contract; It is presumed that the fifth day after the dispatch of the express mail is the official notification day. If a partner fails to raise an objection within ten days after receiving the written notice, it shall be deemed as acquiescence or waiver of the right of defense. If a partner fails to attend the meeting after receiving the written notice of convening the shareholders' meeting, it shall be deemed as giving up the right to vote or agreeing to the meeting plan specified in the notice of the meeting.

4. A copy of the partner's ID card and the permanent resident's residence certificate are annexes to this contract.

5. This contract is made in seven copies, one for each party.

Signature of partner: