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Draft a Real Estate Partnership Agreement for two investors

Real Estate Partnership Agreement

Table of Contents

1. Introduction

2. Parties

3. Purpose of the Agreement

4. Partnership Property

5. Contributions

6. Management and Operations

7. Distribution of Profits and Losses

8. Dissolution and Winding Up

9. Dispute Resolution

10. Governing Law and Jurisdiction

11. Entire Agreement

12. Notices

13. Severability

14. Amendments

15. Binding Effect

16. Waiver

17. Confidentiality

18. Representations and Warranties

19. Indemnification

20. Miscellaneous

21. Signatures

Introduction

This Real Estate Partnership Agreement (the "Agreement") is made and entered into as of [Date] by and between [Partner 1 Name], residing at [Partner 1 Address] (hereinafter "Partner 1"), and [Partner 2 Name], residing at [Partner 2 Address] (hereinafter "Partner 2"), collectively referred to as the "Partners."

1. Parties

This Agreement is entered into by and between the following parties:

• Partner 1: [Partner 1 Name]

• Partner 2: [Partner 2 Name]

2. Purpose of the Agreement

The purpose of this Agreement is to establish a partnership for the purpose of acquiring, owning, developing, managing, and/or selling real estate property located at [Property Address] (the "Property").

3. Partnership Property

The Property subject to this Agreement is described as follows:

• Legal Description: [Insert Legal Description of Property]

• Address: [Property Address]

4. Contributions

The Partners agree to contribute the following to the Partnership:

• Partner 1: [Describe Partner 1's Contribution]

• Partner 2: [Describe Partner 2's Contribution]

The contributions may include, but are not limited to, cash, property, services, or other assets. The value of each Partner's contribution shall be determined as follows: [Describe the method for determining the value of contributions].

5. Management and Operations

The Partnership shall be managed and operated as follows:

• Management: The Partners shall jointly manage the Partnership. All decisions regarding the Property shall be made by mutual agreement of the Partners.

• Operations: The Partners shall be responsible for all aspects of the Property's operations, including but not limited to:

  • Acquisition and development of the Property

  • Leasing and management of the Property

  • Maintenance and repair of the Property

  • Sale or disposition of the Property

6. Distribution of Profits and Losses

The profits and losses of the Partnership shall be distributed to the Partners in accordance with the following percentages:

• Partner 1: [Percentage]

• Partner 2: [Percentage]

The distribution of profits and losses shall be based on the following: [Describe the method for calculating profits and losses].

7. Dissolution and Winding Up

The Partnership may be dissolved and wound up in the following ways:

• Mutual Agreement: The Partners may agree to dissolve the Partnership at any time.

• Death or Incapacity: The death or incapacity of a Partner shall dissolve the Partnership.

• Bankruptcy: The bankruptcy of a Partner shall dissolve the Partnership.

• Other Events: The Partnership may be dissolved upon the occurrence of other events as agreed upon by the Partners.

Upon dissolution of the Partnership, the assets of the Partnership shall be distributed to the Partners in accordance with their respective interests.

8. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the Arbitration Act, 1995. The arbitration shall be conducted in [Location] and the language of the arbitration shall be English.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the Republic of Kenya.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

• If to Partner 1: [Partner 1 Address]

• If to Partner 2: [Partner 2 Address]

12. Severability

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

13. Amendments

This Agreement may be amended only by a written instrument signed by both Partners.

14. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

15. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

16. Confidentiality

The Partners agree to hold confidential all information relating to the Partnership and the Property, including but not limited to financial information, business plans, and customer lists.

17. Representations and Warranties

Each Partner represents and warrants to the other Partner that:

• They have the full right, power, and authority to enter into this Agreement.

• This Agreement does not violate any other agreement to which they are a party.

• The information provided by them in connection with this Agreement is true and accurate.

18. Indemnification

Each Partner agrees to indemnify and hold harmless the other Partner from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Any breach of this Agreement by such Partner.

• Any negligent or wrongful act or omission of such Partner.

• Any claim or demand made against the other Partner by any third party arising out of or relating to the Property.

19. Miscellaneous

• This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

• This Agreement may be amended only by a written instrument signed by both Partners.

20. Signatures

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

Partner 1:

[Partner 1 Signature]

[Partner 1 Printed Name]

Partner 2:

[Partner 2 Signature]

[Partner 2 Printed Name]

Sources:

• The Arbitration Act, 1995: This Act provides the legal framework for arbitration in Kenya.

• The Law of Partnership Act, 1962: This Act governs the formation, operation, and dissolution of partnerships in Kenya.

• The Land Act, 2012: This Act governs the ownership, transfer, and management of land in Kenya.

Note: This is a sample Real Estate Partnership Agreement and may not be suitable for all situations. It is recommended that you consult with a qualified legal professional to ensure that the Agreement is tailored to your specific needs.