An undeclared partnership is recognized in Quebec since 1994 and provided for in the Civil Code of Quebec. This form of partnership is similar to a joint venture, and applies to any business that is not officially registered as a partnership. An undeclared partnership can have many purposes and take various forms. This template provides the legal, economic, organizational and operational framework of an undeclared partnership in the context of a partnership among contractors for the construction of a building, which is coordinated by a managing agent.

This document was designed to allow a one-time association between various contractors in the construction industry who wish to make a joint proposal to a potential client and to perform the required work as a partnership.

0.00 INTERPRETATION
0.01 Definitions
0.01.01 Agreement
0.01.02 Common Work
0.01.03 Contribution(s)
0.01.04 Force Majeure
0.01.05 Group
0.01.06 Legal Representatives
0.01.07 Other Contractors
0.01.08 Share
0.01.09 Participant
0.01.10 Person
0.01.11 Project
0.01.12 Specific Work
0.01.13 Subcontractor
0.02 Jurisdiction
0.02.01 Governing Law
0.02.02 Presumption
0.02.03 Adaptation
0.02.04 Severability and Substitute Provision
0.03 Entire Agreement
0.04 Miscellaneous
0.04.01 Cumulative Rights
0.04.02 Time and Days
a) Time of the Essence
b) Computation of Time
0.04.03 Financial References
0.04.04 Gender and Number
0.04.05 Headings
1.00 PURPOSE
1.01 Joint Effort
1.02 Proxy
2.00 CONSIDERATION
2.01 Participant
2.02 Managing Agent
3.00 GOVERNANCE OF PARTNERSHIP
3.01 Board of Directors
3.01.01 Composition and Quorum
3.01.02 Eligibility
3.01.03 Conflict of Interest
3.01.04 Presumption
3.02 Board of Directors
3.03 Banking Matters
3.04 Subordination
3.05 Dividend upon Winding Up
4.00 DUTIES AND OBLIGATIONS OF MANAGING AGENT
4.01 Preparation of the Tender
4.02 Promotion of the Tender
4.03 Disclosure of Proxy
4.04 Human Resources
4.05 Operating Budget
4.06 Individual Accounts
4.07 Operating Funds
4.08 Coordination of the Work
4.09 Supervision of the Work
4.10 Order Form
4.11 Invoices Received
4.12 Issuing Invoices
4.13 Collections
4.14 Accounting
4.15 Rendering of Account
4.16 Liquidation of the Contract
5.00 DUTIES AND OBLIGATIONS OF PARTICIPANTS
5.01 Exclusivity
5.02 Qualifications of MANAGING AGENT
5.03 Tender
5.04 Surety for the Performance of the Work
5.05 Working Capital
5.06 Operating Funds
5.07 Billing
5.08 Management of Individual Accounts
5.09 Liability
5.10 Indemnity
5.11 Defect
5.12 Impediment
6.00 WITHDRAWAL OF A PARTICIPANT
6.01 Voluntary Withdrawal
6.02 Procedure
6.03 Notice
6.04 Refusal
6.05 Sale
6.06 Restitution of the Share
6.07 Forced Withdrawal
a) Circumstances
b) Method of Payment
6.08 Evaluation
7.00 SPECIFIC PROVISIONS
7.01 Relationship Between the Parties
7.02 Joint Property
7.03 Non-Assignable
7.04 Prescription
8.00 GENERAL PROVISIONS
8.01 Schedules
8.02 Arbitration
8.03 Notice
8.04 Choice of Forum
8.05 Amendments
8.06 No Waiver of Rights
8.07 Language
9.00 TERMINATION
9.01 Early Termination
9.02 Execution and Performance of the Contract
9.03 Continuance of the Obligations
10.00 EFFECTIVE DATE
11.00 DURATION
12.00 SCOPE

SCHEDULE 0.01.02 – COMMON WORK
SCHEDULE 0.01.03 – CONTRIBUTIONS
SCHEDULE 0.01.12 – SPECIFIC WORK