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Partnership agreement template for two parties (Word & PDF)
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A partnership agreement template for two parties, and the lawyers advising them, who are sharing a venture in the GCC without incorporating a company. It covers contributions, profit and loss, management and exit. Signing it does not create a company.
Sources: 4 official sourcesNot legal advice
What this template includes
This agreement does not create a company
A free bilingual partnership agreement for two parties, for founders and partners in Saudi Arabia, the UAE and the wider GCC. Download the Word file (.docx) or the PDF at the top of this page. It records contributions, profit sharing, management and exit. It does not incorporate a company and it does not register anyone. For the definitions, see commercial registration, memorandum of association and limited liability company, and the memorandum of association template for the founders’ checklist. To record intent before a contract, use the memorandum of understanding template. For the difference between an MoU, a contract and a cooperation agreement, see is an MoU legally binding.
Partnership agreement vs company incorporation
Sign this agreement to record how two parties will cooperate. If you want a company, incorporate it under the companies law of the country where you will operate and register it in the commercial register. In the UAE that law is the Commercial Companies Law (Federal Decree-Law No. 32 of 2021).[2] The company’s constitution is its memorandum of association, not this agreement.
- Fill in the [placeholders]: parties, purpose, contributions, profit shares, manager, and the decisions that need both signatures.
- Delete the incorporation option in clause 3 unless you have a date and a company form you actually intend to use.
- Take advice on liability and tax before you start trading without a company. This page does not state that treatment.
- Out of scope: a memorandum or articles of association, and any activity that needs a licence.
Investment contract between two parties (investor and manager)
For a contract where an investor puts in money and a manager runs the work. Start from the Word file at the top of this page and change “partner” where you need to. This section does not incorporate a company and it does not register anyone.[1]
- Name the investor and the manager, the capacity of each, and the ID or commercial-registration number.
- Write the amount, when it is paid, and whether it is returned before profit or treated as a share of the result. Do not leave that blank.
- State what the manager decides alone, the spending limit, and what needs the investor’s consent: borrowing, disposing of assets, and contracts above a written cap.
- Write the profit and loss shares, when accounts are struck, and what is paid back to the investor before the balance is split.
- Write the accounts the manager delivers, the term, how either party leaves, and what is returned on exit.
- Do not call the money shares in a company unless a company is incorporated. For that, use the memorandum of association template.
Cooperation agreement between two companies
For two existing companies agreeing a limited piece of work. It is not a profit split between partners, and it does not incorporate a company. Start from the same file and change the parties.
- Name both companies, each commercial-registration number, and who signs, in what capacity.
- Write the scope and what is outside it. “Cooperation in areas of mutual interest” is not enough.
- Write that neither company signs for the other or binds it except under a separate written authorization. For a letter that is not notarised, use the authorization letter. For a power of attorney, use the power of attorney template.
- If the text is intent before a contract, with no duty to perform, use the memorandum of understanding template and mark what is meant to bind.
- Write who pays, whether the cooperation is exclusive, who owns the output, the term and how it ends.
- If the companies exchange confidential information, add a confidentiality clause or the non-disclosure agreement.
- Do not split profit here. If the point is to share profit, use the partnership agreement above.
The template
Partnership agreement
A GCC-wide contractual arrangement between partners: contributions, profit sharing, management and exit. It can also serve as a founders’ agreement before incorporation. It does not create a company. Replace every [placeholder] and delete the options that don’t apply.
[Partner 1: name, ID/CR, address] and [Partner 2: name, ID/CR, address] (each a “Partner”).
Drafting note
Use the exact legal name from the commercial register where a party is a business.
The Partners cooperate to [describe the business/project] in [territory].
Drafting note
Regulated activities need a licence from the competent authority. This template does not grant one.
This agreement is a contractual arrangement between the Partners. It does not by itself establish a company registered in the commercial register.
Option: the Partners intend to incorporate a [form] company by [date], and the agreed terms will be reflected in its memorandum of association.
Drafting note
Take advice on the liability and tax treatment of an unincorporated arrangement before you rely on this clause. This template does not state that treatment. A limited liability company, and any other company form, is created by incorporation and registration, not by this agreement.[2] For a founders’ checklist of that document, use the memorandum of association template.
Each Partner contributes: [cash/in-kind/work] valued at [●].
Drafting note
Value in-kind contributions in writing, and say who owns the asset if the arrangement ends.
Profits and losses are shared [●% / ●%].
Drafting note
State the shares as percentages that add up to 100, and say when profits are calculated and paid.
[Partner/manager] manages day-to-day operations. These decisions require unanimous written consent: [list].
Drafting note
Add a deadlock mechanism: who decides, or how the arrangement ends, if the Partners cannot agree.
The Partners keep separate books and a bank account [●]. Each Partner may inspect them on reasonable notice.
Each Partner protects the other’s confidential information and uses it only for the purpose of this agreement.
Option: no Partner carries on a competing activity during the agreement and for [●] months after it ends, within [area].
Drafting note
Keep any non-compete reasonable in time and place. For an employee, use the employment contract template instead.
No Partner transfers its interest without the other’s prior written consent. The other Partner has a right of first refusal on the terms offered by a third party.
[Valuation method and buy-out procedure.] A Partner may leave by giving written notice of [●] days. The remaining Partner may buy the leaving Partner’s interest at [valuation method] within [●] days.
Drafting note
Name the valuer, the payment timing, and what happens if a Partner dies or loses capacity. Take advice before signing.
This agreement runs for [term]. On dissolution, assets are liquidated and distributed after debts are paid, in the profit-sharing proportions in clause 5.
The Partners try to settle a dispute by amicable negotiation for [●] days. If they cannot, the dispute goes to [courts of ● / arbitration under ●].
Drafting note
Name the forum. For arbitration, see arbitration in the glossary. In the UAE, the Civil Transactions Law is Federal Decree-Law No. 25 of 2025, in force on 1 June 2026. This template does not cite article numbers from that law.[3] Federal legislation is published on the UAE Legislation platform.[4]
This agreement is made in Arabic and English. If they conflict, the Arabic text prevails.
Partner 1: name [●] · capacity [●] · signature [●] · date [●]
Partner 2: name [●] · capacity [●] · signature [●] · date [●]
Drafting notes
- Write each contribution and its agreed value. Cash, assets and work are not interchangeable unless you say so.
- List the decisions that need unanimous written consent, and add a way out of a deadlock.
- A non-compete should be narrow in time and place. Do not use this clause for an employee; use the employment contract template.
- Name the arbitration rules or the courts. Do not leave the forum blank.
- In the UAE, the Civil Transactions Law is Federal Decree-Law No. 25 of 2025, in force on 1 June 2026. Do not add article numbers from it until a lawyer has checked them.[3][4]