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Draft a Real Estate Partnership Agreement for two investors

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Real Estate Partnership Agreement

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

1. Introduction

1.1. Partner 1 and Partner 2 desire to form a partnership to acquire, own, develop, manage, and/or sell real estate in Kenya ("Partnership").

1.2. The Partnership shall be governed by the terms and conditions of this Agreement.

2. Partnership Name and Purpose

2.1. The name of the Partnership shall be [Partnership Name].

2.2. The purpose of the Partnership is to:

Acquire, own, and hold real estate in Kenya.
Develop, improve, and manage real estate in Kenya.
Sell, lease, or otherwise dispose of real estate in Kenya.
Engage in any other lawful activity related to real estate in Kenya.

3. Partnership Contributions

3.1. Partner 1 shall contribute [Partner 1 Contribution] to the Partnership.

3.2. Partner 2 shall contribute [Partner 2 Contribution] to the Partnership.

3.3. The contributions of Partner 1 and Partner 2 may include, but are not limited to:

Cash.
Real estate.
Services.
Other assets.

4. Partnership Interest

4.1. Partner 1 shall have a [Partner 1 Percentage] interest in the Partnership.

4.2. Partner 2 shall have a [Partner 2 Percentage] interest in the Partnership.

4.3. The Partnership interest of each Partner shall be based on the relative value of their contributions to the Partnership.

5. Management of the Partnership

5.1. The Partnership shall be managed by a Management Committee consisting of Partner 1 and Partner 2.

5.2. The Management Committee shall have the authority to:

Acquire, own, and hold real estate in Kenya.
Develop, improve, and manage real estate in Kenya.
Sell, lease, or otherwise dispose of real estate in Kenya.
Engage in any other lawful activity related to real estate in Kenya.
Hire and fire employees.
Enter into contracts on behalf of the Partnership.
Make decisions regarding the operation of the Partnership.

5.3. All decisions of the Management Committee shall be made by a majority vote of the Partners.

6. Distribution of Profits and Losses

6.1. The profits and losses of the Partnership shall be distributed to the Partners in accordance with their respective Partnership interests.

6.2. The Partners shall agree on a method for determining the profits and losses of the Partnership.

6.3. The Partners shall agree on a method for distributing the profits and losses of the Partnership.

7. Dissolution of the Partnership

7.1. The Partnership may be dissolved by:

The mutual agreement of the Partners.
The death or incapacity of a Partner.
The bankruptcy or insolvency of a Partner.
The occurrence of any other event specified in this Agreement.

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

8. Dispute Resolution

8.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995.

8.2. The arbitration shall be conducted in Nairobi, Kenya, and the language of the arbitration shall be English.

9. Governing Law

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

10. Entire Agreement

10.1. 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. Amendments

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

12. Severability

12.1. 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. Notices

13.1. 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 Full Name] [Partner 1 Address]

If to Partner 2: [Partner 2 Full Name] [Partner 2 Address]

14. Binding Effect

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

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

Introduction
Partnership Name and Purpose
Partnership Contributions
Partnership Interest
Management of the Partnership
Distribution of Profits and Losses
Dissolution of the Partnership
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Severability
Notices
Binding Effect

Case Laws

This Agreement is a sample and does not constitute legal advice. It is recommended that you consult with a qualified attorney to ensure that the Agreement is tailored to your specific needs.

Sources

TLDR

This Real Estate Partnership Agreement outlines the terms and conditions for a partnership between two investors in Kenya. It covers partnership contributions, interest, management, profit and loss distribution, dissolution, dispute resolution, and other relevant aspects.

Conclusion

This Real Estate Partnership Agreement is a legally binding document that outlines the terms and conditions of the partnership between Partner 1 and Partner 2. It is important for the Partners to carefully review and understand the terms of this Agreement before signing it.

Sample Real Estate Partnership Agreement