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
(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
(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
In witness whereof the parties have signed this