## 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.


## 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]**

### Table of Contents

1. Introduction
2. Partnership Name and Purpose
3. Partnership Contributions
4. Partnership Interest
5. Management of the Partnership
6. Distribution of Profits and Losses
7. Dissolution of the Partnership
8. Dispute Resolution
9. Governing Law
10. Entire Agreement
11. Amendments
12. Severability
13. Notices
14. 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

- [Kenya Law](http://www.kenyalaw.org)
- [Arbitration Act, 1995](http://www.kenyalaw.org:8181/exist/kenyalex/actview.xql?actid=CAP.%204)

### 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

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]**

*** 


## Real Estate Partnership Agreement

---

### Table of Contents

1. Introduction
2. Definitions
3. Formation of Partnership
4. Capital Contributions
5. Profit and Loss Distribution
6. Management and Decision Making
7. Duties and Responsibilities of Partners
8. Partnership Property
9. Accounting and Records
10. Dispute Resolution
11. Termination and Dissolution
12. Miscellaneous Provisions
13. 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.

---

Sources:
- [Partnerships Act No. 16 of 2012](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Amendment%20Acts/No.%2016%20of%202012.pdf)
- [Kenya Law Reports](http://www.kenyalaw.org:8181/exist/kenyalex/sublegview.xql?subleg=CAP.%2021)

Draft a Real Estate Partnership Agreement for two investors

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Draft a Real Estate Partnership Agreement for two investors