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PARTNERSHIP AGREEMENT
AGREEMENT
made ____________, 19__ between
______________________ and ________________ of
____________.
1. NAME
AND BUSINESS. The
parties hereby form a
partnership under
the name of ___________________ to conduct a
_______________________.
The
principal office of the business
shall be in
_____________________.
2. TERM.
The partnership shall begin on ___________,
19__, and shall
continue until terminated as herein provided.
3. CAPITAL.
The capital of the partnership shall be
contributed in cash
by the partners as follows:
A separate
capital account shall be maintained for each
partner. Neither
partner shall withdraw any part of
his capital
account. Upon
the demand of either partner, the
capital accounts
of the partners
shall be maintained at all times in the
proportions in
which the partners share in the profits and losses
of the partnership.
4. PROFIT
AND LOSS. The net
profits of the partnership
shall be divided
equally between the partners and the net losses
shall be borne
equally by them. A
separate income
account shall
be maintained for
each partner. Partnership
profits and
losses
shall be charged or
credited to the separate income account of
each partner. If
a partner has no credit balance in his
income
account, losses
shall be charged to his capital account.
5. SALARIES
AND DRAWINGS. Neither
partner shall receive
any salary for
services rendered to the partnership.
Each
partner may, from
time to time, withdraw the credit balance in
his income account.
6. INTEREST.
No interest shall be paid on the initial
contributions to
the capital of the partnership or on any
subsequent
contributions of capital.
7. MANAGEMENT
DUTIES AND RESTRICTIONS. The
partners
shall have equal
rights in the management of the partnership
business, and each
partner shall devote his entire time to the
conduct of the
business. Without the consent of the other partner
neither partner
shall on behalf of the partnership borrow or lend
money, or make,
deliver, or accept any commercial paper, or
execute any
mortgage, security agreement, bond, or lease, or
purchase or
contract to purchase, or sell or contract to sell any
property for or of
the partnership other than the type of
property bought and
sold in the regular course of its business.
8. BANKING.
All funds of the partnership shall be
deposited in its
name in such checking account or accounts as
shall be designated
by the partners. All
withdrawals
therefrom
are to be made upon
checks signed by either partner.
9.
BOOKS. The
partnership books
shall be maintained at
the principal
office of the partnership, and each partner shall
at all times have
access thereto. The
books shall be kept
on a
fiscal year basis,
commencing ______ and ending _______, and
shall be closed and
balanced at the end of each fiscal year. An
audit shall be made
as of the closing date.
10. VOLUNTARY
TERMINATION. The
partnership may be
dissolved at any
time by agreement of the partners, in which
event the partners
shall proceed with reasonable promptness to
liquidate the
business of the partnership. The
partnership name
shall be sold with
the other assets of the business.
The
assets
of the partnership
business shall be used and distributed in the
following order:
(a) to pay or provide for the payment of all
partnership
liabilities and liquidating expenses and obligations;
(b) to equalize the
income accounts of the partners; (c) to
discharge the
balance of the income accounts of the partners; (d)
to equalize the
capital accounts of the partners; and (e) to
discharge the
balance of the capital accounts of the partners.
11. DEATH.
Upon the death of either partner, the
surviving partner
shall have the right either to purchase the
interest of the
decedent in the partnership or to terminate and
liquidate the
partnership business. If
the surviving
partner
elects to purchase
the decedent's interest, he shall serve notice
in writing of such
election, within three months after the death
of the decedent,
upon the executor or administrator of the
decedent, or, if at
the time of such election no legal
representative has
been appointed, upon any one of the known
legal heirs of the
decedent at the last-known address of such
heir.
(a) If
the surviving partner elects to purchase
the
interest of the
decedent in the partnership, the purchase price
shall be equal to
the decedent's capital account as at the date
of his death plus
the decedent's income account as at the end of
the prior fiscal
year, increased by his share of partnership
profits or
decreased by his share of partnership losses for the
period from the
beginning of the fiscal year in which his death
occurred until the
end of the calendar month in which his death
occurred, and
decreased by withdrawals charged to his income
account during such
period. No
allowance shall be made for
goodwill, trade
name, patents, or other intangible assets, except
as those assets
have been reflected on the partnership books
immediately prior
to the decedent's death; but the survivor shall
nevertheless be
entitled to use the trade name of the
partnership.
(b) Except
as herein otherwise stated, the
procedure as
to liquidation and
distribution of the assets of the partnership
business shall be
the same as stated in paragraph 10 with
reference to
voluntary termination.
13. ARBITRATION. Any controversy or claim
arising out
of or relating to
this Agreement, or the breach hereof, shall be
settled by
arbitration in accordance with the rules, then
obtaining, of the
American Arbitration Association, and judgment
upon the award rendered may be entered in any court
having
jurisdiction
thereof.
In witness
whereof the parties have signed this
Agreement.
_______________________________
_______________________________
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