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Draft a Real Estate Partnership Agreement for two investors

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Real Estate Partnership Agreement

Introduction
Definitions
Formation of Partnership
Capital Contributions
Profit and Loss Distribution
Management and Decision Making
Duties and Responsibilities of Partners
Partnership Property
Accounting and Records
Dispute Resolution
Termination and Dissolution
Miscellaneous Provisions
Signatures

1. Introduction

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

2. Definitions

Partnership: The business entity formed by this Agreement.
Property: The real estate property located at [Property Address].
Capital Contribution: The amount of money or value of property contributed by each Partner to the Partnership.
Profits and Losses: The net income or loss of the Partnership, determined in accordance with generally accepted accounting principles (GAAP).

3. Formation of Partnership

The Partners hereby form a partnership (the "Partnership") pursuant to the laws of Kenya, specifically under the Partnerships Act No. 16 of 2012. The Partnership shall commence on the date of this Agreement and shall continue until terminated as provided herein.

4. Capital Contributions

Initial Contributions: Each Partner shall make an initial capital contribution to the Partnership as follows:
- Partner 1: [Amount in KES or description of property]
- Partner 2: [Amount in KES or description of property]
Additional Contributions: Any additional capital contributions shall be made only with the unanimous consent of both Partners.

5. Profit and Loss Distribution

Profits: Profits of the Partnership shall be distributed equally between the Partners unless otherwise agreed in writing.
Losses: Losses of the Partnership shall be borne equally by the Partners unless otherwise agreed in writing.

6. Management and Decision Making

Management: The management of the Partnership shall be vested in both Partners. Each Partner shall have equal rights in the management and conduct of the Partnership business.
Decision Making: All decisions affecting the Partnership shall be made by unanimous consent of the Partners.

7. Duties and Responsibilities of Partners

Partner 1: [Detail specific duties and responsibilities]
Partner 2: [Detail specific duties and responsibilities]

8. Partnership Property

All property acquired by the Partnership, whether real or personal, shall be owned by the Partnership as an entity and not by the individual Partners. Each Partner's interest in the Partnership shall be personal property for all purposes.

9. Accounting and Records

Books and Records: The Partnership shall maintain complete and accurate books and records of the Partnership's business and affairs.
Fiscal Year: The fiscal year of the Partnership shall end on [Fiscal Year End Date].
Annual Accounting: An annual accounting shall be made to the Partners as soon as practicable after the close of each fiscal year.

10. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be submitted to arbitration in accordance with the Arbitration Act of Kenya.

11. Termination and Dissolution

Termination: The Partnership may be terminated by mutual agreement of the Partners or upon the occurrence of any of the following events:
- Death or incapacity of a Partner
- Bankruptcy or insolvency of a Partner
- Unanimous written consent of the Partners
Dissolution: Upon termination, the Partnership shall be dissolved, and its affairs wound up. The assets of the Partnership shall be distributed in the following order:
- Payment of Partnership debts and liabilities
- Return of capital contributions to the Partners
- Distribution of remaining assets to the Partners in accordance with their respective interests

12. Miscellaneous Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kenya.
Amendments: This Agreement may be amended only by a written agreement signed by both Partners.
Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Signatures

IN WITNESS WHEREOF, the Partners have executed this Real Estate Partnership Agreement as of the day and year first above written.

Partner 1:

[Investor 1 Full Name]
Date: [Date]

Partner 2:

[Investor 2 Full Name]
Date: [Date]

Conclusion

This Real Estate Partnership Agreement outlines the terms and conditions under which the Partners will operate their real estate business. It is essential for both parties to understand and agree to these terms to ensure a successful and harmonious partnership. Legal advice should be sought to tailor this agreement to specific needs and to ensure compliance with Kenyan law.

TLDR: This document is a comprehensive Real Estate Partnership Agreement for two investors, detailing their contributions, profit-sharing, management responsibilities, and procedures for dispute resolution and termination.

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