Partnership Agreement

This Partnership Agreement ("Agreement") made and effective this ___________ (Date), by
and between the following individuals, referred to in this Agreement as the "Partners":
_____________________________________________________________________.

The Partners wish to set forth in this written agreement, the terms and conditions by which they
will be governed in this Partnership.

Therefore, in consideration of the promises contained in this Agreement, the Partners affirm in
writing their association as a partnership in accordance with the following provisions:

1. Name and Place of Business.

The name of the partnership shall be called ____________________ (Partnership"). Its
principal place of business shall be __________________, until changed by agreement of the
Partners, but the Partnership may own property and transact business in any and all other
places as may be agreed upon by the Partners.

2. Purpose.

The general purpose of the Partnership shall be to ______________________. The
Partnership may also engage in any and every other kind or type of business, whether or not
pertaining to the foregoing, upon which the Partners may at any time agree.

3. Term.

The Partnership shall commence as of the date of this Agreement and shall continue until
terminated as provided herein.

4. Capital Accounts.

A. The Partners shall make an initial investment of capital, contemporaneously with the
execution of this Agreement, as follows:
______________________________________________________________.

In addition to each Partner's share of the profits and losses of the Partnership, as set forth in
Section 5, each Partner is entitled to an interest in the assets of the Partnership.

B. The amount credited to the capital account of the Partners at any time shall be such
amount as set forth in this Section 4 above, plus the Partner's share of the net profits of the
Partnership and any additional capital contributions made by the Partner and minus the
Partner's share of the losses of the Partnership and any distributions to or withdrawals made by
the Partner. For all purposes of this Agreement, the Partnership net profits and each Partner's
capital account shall be computed in accordance with generally accepted accounting principles,
consistently applied, and each Partner's capital account, as reflected on the Partnership federal
income tax return as of the end of any year, shall be deemed conclusively correct for all
purposes, unless an objection in writing is made by any Partner and delivered to the accountant
or accounting firm preparing the income tax return within one (1) year after the same has been
filed with the Internal Revenue Service. If an objection is so filed, the validity of the objection
shall be conclusively determined by an independent CPA or accounting firm mutually
acceptable to the Partners.

5. Profits and Losses.

Until modified by mutual consent of all the Partners, the profits and losses of the Partnership
and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the
following proportions:

_____________________________________________________________________.

6. Books and Records of Account.

The Partnership books and records shall be maintained at the principal office of the Partnership
and each Partner shall have access to the books and records at all reasonable times.

7. Future Projects.

The Partners recognize that future projects for the Partnership depend upon many factors
beyond present control, but the Partners wish to set forth in writing and to mutually acknowledge
their joint understanding, intentions, and expectations that the relationship among the Partners
will continue to flourish in future projects on similar terms and conditions as set forth in this
Agreement, but there shall be no legal obligations among the Partners to so continue such
relationship in connection with future projects.

8. Time and Salary.

Until and unless otherwise decided by unanimous agreement of the Partners, time and salary
per partner shall be as follows: _______________________________________. Each Partner
shall nonetheless be expected to devote such time and attention to Partnership affairs as shall
be determined by agreement of the Partners. No Partner shall be entitled to any salary or to
any compensation for services rendered to the Partnership or to another Partner, unless
specifically stipulated in writing.

9. Transfer of Partnership Interests.

A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage,
encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership,
and no purchaser or other transferee shall have any rights in the Partnership as an assignee or
otherwise with respect to all or any part of that Partnership interest attempted to be sold,
assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the
extent that the remaining Partner(s) have given consent to such sale, assignment, transfer,
mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound
by the provisions of this Agreement and to become a Partner for all purposes hereof, in which
event, such transferee shall become a substituted partner under this Agreement.

B. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership,
whether or not permitted under this Agreement, shall dissolve the Partnership. No transfer,
except as permitted under Subsection 9.A. above, shall entitle the transferee, during the
continuance of the Partnership, to participate in the management of the business or affairs of
the Partnership, to require any information or account of Partnership transactions, or to inspect
the books of account of the Partnership; but it shall merely entitle the transferee to receive the
profits to which the assigning Partner would otherwise be entitled and, in case of dissolution of
the Partnership, to receive the interest of the assigning Partner and to require an account from
the date only of the last account agreed to by the Partners.



10. Death, Incompetency, Withdrawal, or Bankruptcy.

Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any
successor in interest to any Partner shall operate to dissolve this Partnership, but this
Partnership shall continue as set forth in Section 3, subject, however, to the following terms and
conditions:

A. Death or Incompetency. In the event any Partner dies or is declared incompetent by a
court of competent jurisdiction, the successors in interest of that Partner shall succeed to the
partnership interest of that Partner and shall have the rights, duties, privileges, disabilities, and
obligations with respect to this Partnership, the same as if the successors in interest were
parties to this Agreement, including, but not limited to, the right of the successors to share in the
profits or the burden to share in the losses of this Partnership, in the same manner and to the
same extent as the deceased or incompetent Partner; the right of the successors in interest to
continue in this Partnership and all such further rights and duties as are set forth in this
Agreement with respect to the Partners, the same as if the words "or his or her successors in
interest" followed each reference to a Partner; provided, however, that no successor in interest
shall be obligated to devote any service to this Partnership and, provided further, that such
successors in interest shall be treated as holding a passive, rather than active, ownership
investment.



B. Payments Upon Retirement or Withdrawal of Partner.
(1) Amount of Payments. Upon the retirement or withdrawal of a Partner, that Partner or,
in the case of death or incompetency, that Partner's legal representative shall be
entitled to receive the amount of the Partner's capital account (as of the end of the
fiscal year of the Partnership next preceding the day on which the retirement or
withdrawal occurs) adjusted for the following:
_____________________________________________________________.

(a) Any additional capital contributions made by the Partner and any distributions to
or withdrawals made by the Partner during the period from the end of the preceding fiscal
year to the day on which the retirement or withdrawal occurs;

(b) The Partner's share of profits and losses of the Partnership from the end of the
preceding fiscal year of the Partnership to the day on which the retirement or withdrawal
occurs, determined in accordance with generally accepted accounting principles,
consistently applied; and

(c) The difference between the Partner's share of the book value of all of the
Partnership assets and the fair market value of all Partnership assets, as determined by a
fair market value appraisal of all assets. Unless the retiring or withdrawing Partner and
the Partnership can agree on one appraiser, three (3) appraisers shall be appointed--one
by the Partnership, one by the retiring or withdrawing Partner, and one by the two
appraisers thus appointed. All appraisers shall be appointed within fifteen (I 5) days of the
date of retirement or withdrawal. The average of the three appraisals shall be binding on
all Partners.

(2) Time of Payments. Subject to a different agreement among the Partners or successors
thereto, the amount specified above shall be paid in cash, in full, but without interest, no
later than twelve (I 2) months following the date of the retirement or withdrawal.

(3) Alternate Procedure. In lieu of purchasing the interest of the retiring or withdrawing
Partner as provided in subparagraph (1) and (2) above, the remaining Partners may elect
to dissolve, liquidate and terminate the Partnership. Such election shall be made, if at all,
within thirty (30) days following receipt of the appraisal referred to above.

11. Procedure on Dissolution of Partnership.

Except as provided in Section 10.B. (3) above, this Partnership may be dissolved only by a
unanimous agreement of the Partners. Upon dissolution, the Partners shall proceed with
reasonable promptness to liquidate the Partnership business and assets and wind-up its
business by selling all of the Partnership assets, paying all Partnership liabilities, and by
distributing the balance, if any, to the Partners in accordance with their capital accounts, as
computed after reflecting all losses or gains from such liquidation in accordance with each
Partner's share of the net profits and losses as determined under Section 5.

12. Title to Partnership Property.

If for purposes of confidentiality, title to Partnership property is taken in the name of a nominee
or of any individual Partner, the assets shall be considered to be owned by the Partnership and
all beneficial interests shall accrue to the Partners in the percentages set forth in this
Agreement.

13. Leases.

All leases of Partnership assets shall be in writing and on forms approved by all the Partners.

14. Controlling Law.

This Agreement and the rights of the Partners under this Agreement shall be governed by the
laws of the State of _______________________.

15. Notices.

Any written notice required by this Agreement shall be sufficient if sent to the Partner or other
party to be served by registered or certified mail, return receipt requested, addressed to the
Partner or other party at the last known home or office address, in which event the date of the
notice shall be the date of deposit in the United States mails, postage prepaid.

16. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this
agreement shall not be deemed a waiver of any other right or remedy to which the party may be
entitled.

17. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties
and supersede any communications or previous agreements with respect to the subject matter
of this Agreement. There are no written or oral understandings directly or indirectly related to
this Agreement that are not set forth herein. No change can be made to this Agreement other
than in writing and signed by both parties.

18. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in this venue
and no other.

19. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in
either party, and do not alter any terms of this Agreement.

20. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
First Party Second Party


_________________________ _______________________
Others as Required Date

Partnership Agreement
Review List

This review list is provided to inform you about the document in question and assist you in its
preparation.

1. The Partnership Agreement is used to form a general partnership. This form cannot be
used to from any type of entity except a general partnership. Partnerships are the
organizational form most subject to problems because people assume they are more
informal than they are. On many occasions, partners expect their partners to concede on
points they know they would not do in a standard corporate setting. So beware of this
organizational form for that reason. Having said this, it is far wiser to use this agreement for
even the smallest of partnership ventures to ensure equitable treatment to all parties and to
yourself in particular.

2. Unlike other types of organizational entities (e.g., corporations), it takes at least two parties
to form a partnership. If only one person desires to form a partnership, the maker will need
to use some other business entity, for example a corporation.

3. State or local law may require that the partners make a "fictitious name" filing. Check
requirements in your locale to see if such a filing is required.

4. Laws vary from state to state and change over time, especially on the subject of
partnerships. Before using this document, have a lawyer review it.

5. Multiple copies of this document should be prepared and signed so that each partner can
have an original signed copy. Keep an extra copy in your office or home.