Partnership Agreement
Create a New York-compliant Life Coaching Partnership Agreement. Protect your practice with clauses for NY SHIELD Act, scope of practice, and NYC local laws.
Fill the form
Customized fields for your role
Preview live
See your document update in real time
Download PDF
Free watermarked or $9 clean copy
Launching a joint coaching transformation business in New York requires more than just a handshake. Between the NY SHIELD Act's data security mandates and the need to strictly distinguish between... Read more
Customize your Partnership Agreement
11 fields · Takes about 2 minutes
Accept terms in the form to enable downloads
Customize your Partnership Agreement
11 fields · Takes about 2 minutes
Legal Document
This Partnership Agreement (the "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and among the Partners listed herein. Each signatory may be referred to individually as a "Partner" and collectively as the "Partners."
WHEREAS, the Partners desire to form a general partnership under the laws of the State of [state_law] for the purpose of conducting the business described herein;
WHEREAS, the Partners wish to set forth their respective rights, duties, and obligations with respect to the formation, operation, and governance of the Partnership;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:
The Partners hereby form a general partnership (the "Partnership") under the laws of the State of [state_law], effective as of the Effective Date. The Partnership shall be known and conducted under the name [business_name] (the "Partnership Name"). The Partners shall execute and file all certificates and documents, including any amendments thereto, as may be required by the laws of the State of [state_law] or any other jurisdiction in which the Partnership conducts business. The principal place of business of the Partnership shall be at such location as the Partners may from time to time determine by mutual written agreement.
The purpose of the Partnership (the "Business Purpose") shall be to engage in the following business activities: [business_purpose] The Partnership may also engage in any and all activities that are reasonably related or incidental to the foregoing Business Purpose, and such other lawful business activities as the Partners may from time to time agree upon in writing. The Partnership shall not engage in any business activity outside the scope of the Business Purpose without the prior unanimous written consent of all Partners.
Each Partner shall contribute capital to the Partnership as set forth in Schedule A attached hereto (the "Initial Capital Contributions"). The capital contributions and ownership percentages of each Partner are as agreed upon by the Partners and recorded at the time of signing. The Initial Capital Contributions shall be deposited into the Partnership's designated bank account promptly upon receipt. No Partner shall be required to make any additional capital contribution beyond the Initial Capital Contribution without such Partner's prior written consent. If additional capital is required for the Partnership's operations, the Partners shall discuss and agree upon the terms of any additional contributions in writing. No Partner shall withdraw any portion of such Partner's capital contribution without the prior written consent of all Partners. No interest shall accrue or be paid on any capital contribution unless otherwise agreed in writing by all Partners.
The ownership interests of each Partner in the Partnership (the "Ownership Interests") shall be as set forth in Schedule A attached hereto, which lists each Partner's name, capital contribution, and ownership percentage. Each Partner's Ownership Interest reflects such Partner's proportionate share of the Partnership's assets, liabilities, and equity. The Ownership Interests may be amended only by unanimous written consent of all Partners.
The net profits and net losses of the Partnership for each fiscal year shall be determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, and shall be allocated among the Partners as follows:
The Partnership shall be managed jointly by the Partners. Each Partner shall have an equal voice in the management and conduct of the Partnership's business, and all decisions relating to the ordinary course of business may be made by a majority vote of the Partners. Notwithstanding the foregoing, the following actions shall require the prior unanimous written consent of all Partners: (a) the sale, lease, exchange, or other disposition of all or substantially all of the Partnership's assets; (b) the merger or consolidation of the Partnership with any other entity; (c) any amendment to this Agreement; (d) the incurrence of any indebtedness in excess of $10,000 or such other amount as the Partners may agree upon in writing; (e) the commencement or settlement of any litigation on behalf of the Partnership; (f) the admission of any new Partner; (g) the engagement in any business activity outside the scope of the Business Purpose; and (h) the dissolution or winding up of the Partnership. Each Partner shall devote such time, attention, and effort to the Partnership's business as is reasonably necessary to promote the interests of the Partnership. No Partner shall receive a salary or other compensation for services rendered to the Partnership except as unanimously agreed upon by all Partners in writing.
The Partnership shall maintain one or more bank accounts at a financial institution selected by mutual agreement of the Partners. All funds of the Partnership shall be deposited in such accounts, and all withdrawals and expenditures shall be made only for Partnership purposes. Checks, drafts, or other instruments for payment of money drawn on the Partnership's accounts in excess of $5,000 shall require the signatures of both Partners. The Partnership shall maintain complete and accurate books of account and other records of the Partnership's business and affairs at the Partnership's principal place of business. Such books and records shall be maintained in accordance with generally accepted accounting principles ("GAAP"), consistently applied, and shall be open to inspection and examination by any Partner or such Partner's authorized representative at any reasonable time during normal business hours. The fiscal year of the Partnership shall be the calendar year. Within ninety (90) days after the close of each fiscal year, the Partnership shall cause to be prepared and delivered to each Partner a complete set of the Partnership's financial statements for such fiscal year, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP. The Partnership shall file all required federal, state, and local tax returns and shall furnish each Partner with such information as may be necessary for the preparation of such Partner's individual tax returns.
No person or entity shall be admitted as a new Partner of the Partnership without the prior unanimous written consent of all existing Partners. Any admission of a new Partner shall be conditioned upon such new Partner's execution of a written instrument agreeing to be bound by all terms and conditions of this Agreement, as amended to reflect the admission. Upon the admission of a new Partner, the Ownership Interests and profit and loss allocation ratios of all Partners shall be adjusted as mutually agreed upon in writing. The incoming Partner shall make such capital contribution as the existing Partners may require. No admission of a new Partner shall cause a dissolution of the Partnership, and the Partnership shall continue without interruption.
Any Partner may voluntarily withdraw from the Partnership by providing not less than ninety (90) days' prior written notice to all other Partners. Upon the withdrawal of a Partner, the remaining Partner(s) shall have the option, exercisable within thirty (30) days of receiving such notice, to purchase the withdrawing Partner's Ownership Interest at its fair market value as determined by an independent appraiser mutually agreed upon by the Partners. If the remaining Partner(s) elect not to purchase the withdrawing Partner's Ownership Interest, the Partnership shall be dissolved in accordance with this Section. The Partnership shall be dissolved upon the occurrence of any of the following events: (a) the unanimous written agreement of all Partners to dissolve; (b) the withdrawal, death, incapacity, or bankruptcy of any Partner, unless the remaining Partner(s) elect to continue the Partnership within sixty (60) days of such event; (c) the entry of a judicial decree of dissolution; or (d) any event that makes it unlawful for the Partnership to continue its business. Upon dissolution, the Partnership's affairs shall be wound up in an orderly manner. The Partnership's assets shall be liquidated and the proceeds applied in the following order of priority: (i) to the payment of debts and obligations owed to creditors of the Partnership, including Partners who are creditors; (ii) to the establishment of any reserves that the Partners deem reasonably necessary for contingent or unforeseen liabilities; (iii) to the return of each Partner's Capital Contribution; and (iv) to the Partners in accordance with their respective Ownership Interests.
During the term of this Partnership and for a period of two (2) years following a Partner's withdrawal or the dissolution of the Partnership (the "Restricted Period"), no Partner shall, directly or indirectly, engage in, own, manage, operate, control, consult for, or participate in any business that competes with the Business Purpose of the Partnership within a fifty (50) mile radius of the Partnership's principal place of business (the "Restricted Area"), without the prior written consent of the other Partner(s). For purposes of this Section, "compete" means engaging in any business activity that is substantially similar to the business conducted by the Partnership. This restriction shall not prohibit a Partner from owning, solely as a passive investment, less than five percent (5%) of the outstanding securities of any publicly traded company. Each Partner acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate business interests of the Partnership and the other Partner(s), and that any breach of these restrictions would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of this Section, the non-breaching Partner(s) shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies, in addition to any other rights and remedies available at law.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the Partnership's business (a "Dispute"), the Partners shall first attempt to resolve the Dispute through good faith negotiation. Either Partner may initiate the negotiation process by delivering written notice of the Dispute to the other Partner, and the Partners shall meet within fifteen (15) days of such notice to attempt to resolve the Dispute. If the Partners are unable to resolve the Dispute through negotiation within thirty (30) days of the initial written notice, either Partner may submit the Dispute to mediation administered by the American Arbitration Association ("AAA") or such other mediation service as the Partners may mutually agree upon. The mediation shall be conducted in the State of [state_law] by a single mediator mutually selected by the Partners. The costs of mediation shall be shared equally by the Partners. If the Dispute is not resolved through mediation within sixty (60) days of the initial written notice, either Partner may submit the Dispute to binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of [state_law] by a single arbitrator. The decision of the arbitrator shall be final and binding upon the Partners and may be enforced in any court of competent jurisdiction. The prevailing Party in any arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
This Agreement shall be governed by and construed in accordance with the laws of the State of [state_law], including the Uniform Partnership Act as adopted in such State, without regard to its conflict of laws principles. To the extent any Dispute is not subject to arbitration under Section 11 of this Agreement, each Partner hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located within the State of [state_law] and waives any objection to venue or jurisdiction in such courts.
Entire Agreement. This Agreement, together with any exhibits, schedules, or attachments hereto, constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the Partnership. Amendments. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by all Partners. Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Partner. The failure of any Partner to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision or of any subsequent breach thereof. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Partners' original intent. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested, postage prepaid), or sent by nationally recognized overnight courier to the addresses set forth herein or to such other address as any Partner may designate by written notice to the other Partner(s). No Assignment. No Partner may assign, transfer, pledge, or encumber such Partner's Ownership Interest in the Partnership, in whole or in part, without the prior unanimous written consent of all other Partners. Any purported assignment in violation of this Section shall be null and void and of no force or effect. Further Assurances. Each Partner shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. Counterparts. 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. Force Majeure. No Partner shall be liable for any delay or failure to perform such Partner's obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond such Partner's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, government orders, or pandemic.
The Partners acknowledge that the Partnership is engaged in life coaching and professional transformation services and is not a licensed provider of clinical social work, psychotherapy, or mental health counseling as defined by the New York State Office of the Professions. The Partners shall ensure all client intake documents explicitly state that the services provided are not a substitute for therapy. Partners agree to indemnify the Partnership against any claims arising from an individual partner's unauthorized provision of services that constitute 'unlicensed therapy' or other professional practice violations.
The Partnership shall maintain reasonable safeguards to protect the security, confidentiality, and integrity of 'Private Information' as required by the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act. Partners agree that client transformation logs, intake notes, and session recordings constitute private information. In the event of a security breach involving the data of New York residents, the Partnership shall follow the notification procedures mandated by N.Y. Gen. Bus. Law § 899-aa.
Pursuant to the New York General Obligations Law, the Partners agree that no guarantees of specific financial, personal, or emotional outcomes are made to clients. The Partnership’s liabilities are limited to the provision of the coaching sessions and accountability frameworks as described in the Scope of Services. Partners shall not make deceptive claims regarding transformation timelines that would violate the FTC Act or New York Executive Law § 63(12) regarding persistent fraud or illegality in business conduct.
[coaching scope definition]
[equity vesting schedule]
IN WITNESS WHEREOF, the Partners have executed this Partnership Agreement as of the Effective Date first written above. Each Partner represents that the individual signing below has the full authority to bind such Partner to the terms and conditions of this Agreement and to enter into the Partnership formed hereby.
Partner 1
Name: Partner 1
Date: ___________________
Launching a joint coaching transformation business in New York requires more than just a handshake. Between the NY SHIELD Act's data security mandates and the need to strictly distinguish between 'coaching' and 'unlicensed therapy,' a formal agreement is essential. This document helps New York-based coaches mitigate results-oriented liability, define intake processes, and ensure compliance with the NYC 'Freelance Isn't Free' Act while building a scalable partnership.
Beyond the standard partnership agreement sections, this template adds fields specific to Life Coach:
A Partnership Agreement legally establishes the rights, responsibilities, and obligations of each partner involved in a business partnership. Its core purpose is to detail how the partnership will operate, distribute profits and losses, and outline procedures for resolving disputes and handling eventualities such as withdrawal or death of a partner.
Scope of Practice Violations
Clearly define services in contracts, outlining that the life coach is not providing therapy or counseling. Use disclaimers to distinguish life coaching from regulated mental health services.
Results Liability
Include clauses that do not guarantee specific outcomes, instead focusing on effort and the client's participation. Use terms like 'goal setting' and 'accountability' to manage expectations.
Unlicensed Therapy Accusations
Include contractual language stating the distinct difference between coaching and therapy, establishing that no therapeutic service is provided.
For this partnership agreement to be legally valid:
Common mistakes to avoid:
Federal Trade Commission Act (FTC Act)
Prohibits unfair or deceptive practices in commerce, which applies to life coaches in terms of advertising their services truthfully and not making false claims about outcomes.
Enforced by Federal Trade Commission (FTC)
State Professional Practice Acts
Certain states may have regulations that define what constitutes professional counseling or therapy, and life coaches must be careful not to infringe on these definitions unless appropriately licensed.
Enforced by State Licensing Boards
Recommended coverage: Professional Liability Insurance (Errors & Omissions) · General Liability Insurance
Our partnership agreement template includes specific language that defines your services as goal-setting and accountability rather than psychotherapy. In New York, crossing into mental health counseling without a license can lead to professional practice act violations. The agreement establishes a clear scope of practice to mitigate these risks.
Yes. Since life coaches often handle sensitive personal transformations and intake data, this agreement incorporates responsibilities for data security and breach notifications as required by New York’s SHIELD Act for any business holding private information of NY residents.
The agreement utilizes dispute resolution clauses designed to avoid costly litigation in NY state courts. It provides for mediation or arbitration, which is particularly useful for managing delicate business dissolutions or disagreements over performance transformation methodologies.
Not sure if you need this?
State laws affect what must be in this document. Pick your jurisdiction.
Partnership Agreement
Create a robust Partnership Agreement for your Private Investigator firm in New York. Ensure compliance with NY SHIELD, FCRA, and GLBA, and protect against industry-specific liabilities.
Partnership Agreement
Create a New York-compliant Partnership Agreement for your pool service business. Address NY SHIELD Act data security, OSHA chemical safety, and NYC laws.
Partnership Agreement
Secure your wedding planning business in New York with a comprehensive Partnership Agreement. Protect against vendor no-shows, budget overruns, and client disputes. Get started now!
Partnership Agreement
Create a customized Partnership Agreement for Private Tutor in New York. Protect against liability for student outcomes, ensure NY SHIELD Act compliance, and address NYC,
Power of Attorney
Create a Michigan-compliant Power of Attorney specifically for life coaches. Protect your coaching practice, transformation results, and brand assets legally.
Bill of Sale
Create legally compliant Maryland Bills of Sale for life coaching assets and materials. Protect your coaching practice under MD Consumer Protection Laws.
Demand Letter
Create a legally sound Demand Letter for your California life coaching practice to resolve client disputes regarding payments, scope of services, or other contractual issues without litigation.
Bill of Sale
Create a legally binding Bill of Sale for your life coach practice in WA. Includes WA Consumer Protection Act compliance for equipment and book-of-business transfers.