PARTNERSHIP AGREEMENT

AGREEMENT by and between the Undersigned ("Partners").

1. Name. The name of the partnership is:
2. Partners. The names of the initial partners are:
3. Place of Business. The principal place of business of the partnership is:
4. Nature of Business. The partnership shall generally engage in the following business:
5. Duration. The partnership shall commence business on and shall
continue until terminated by this agreement, or by operation of law.
6. Contribution of Capital. The partners shall contribute capital in proportionate shares as
follows:
Partner Capital Partnership Shares
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7. Allocation of Depreciation or Gain or Loss on Contributed Property. The partners
understand that, for income tax purposes, the partnerships adjusted basis of some of the
contributed property differs from fair market value at which the property was accepted by the
partnership. However, the partners intend that the general allocation rule of the Internal
Revenue Code shall apply, and that the depreciation or gain or loss arising with respect to this
property shall be allocated proportionately between the partners, as allocated in Paragraph 6
above, in determining the taxable income or loss of the partnership and the distributive share of
each partner, in the same manner as if such property had been purchased by the partnership at a
cost equal to the adjusted tax basis.
8. Capital Accounts. An individual capital account shall be maintained for each partner.
The capital of each partner shall consist of that partners original contribution of capital, as
described in Paragraph 6, and increased by additional capital contributions and decreased by
distributions in reduction of partnership capital and reduced by his/her share of partnership
losses, if these losses are charged to the capital accounts.
9. Drawing Accounts. An individual drawing account shall be maintained for each partner.
All withdrawals by a partner shall be charged to his drawing account. Withdrawals shall be
limited to amounts unanimously agreed to by the partners.
10. Salaries. No partner shall receive any salary for services rendered to the partnership
except as specifically and first approved by each of the partners.
11. Loans by Partners. If a majority of partners consent, any partner may lend money to the
partnership at an interest and terms rate agreed in writing, at the time said loan is made.
12. Profits and Losses. Net profits of the partnership shall be divided proportionately
between the partners, and the net losses shall be borne proportionately as follows:
Partner Proportion
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13. Management. The partners shall have equal rights and control in the management of the
partnership.
14. Books of Accounts. The partnership shall maintain adequate accounting records. All
books, records, and accounts of the partnership shall be open at all times to inspection by all
partners, or their designated representatives.
15. Accounting Basis. The books of account shall be kept on a cash basis.
16. Fiscal Ye a r. The books of account shall be kept on a fiscal year basis, commencing
January 1 and ending December 31, and shall be closed and balanced at the end of each year.
17. Annual Audit. The books of account shall be audited as of the close of each fiscal year
by an accountant chosen by the partners.
18. Banking. All funds of the partnership shall be deposited in the name of the partnership
into such checking or savings accounts as designated by the partners.
19. Death or Incapacity. The death or incapacity of a partner shall cause an immediate
dissolution of the partnership.
20. Election of Remaining Partner to Continue Business. In the event of the retirement,
death, incapacity, or insanity of a partner, the remaining partners shall have the right to continue
the business of the partnership, either by themselves or in conjunction with any other person or
persons they may select, but they shall pay to the retiring partner, or to the legal representatives
of the deceased or incapacitated partner, the value of his or her interest in the partnership.
21. Valuation of Partners Interest. The value of the interest of a retiring, incapacitated,
deceased, or insane partner shall be the sum of (a) the partners capital account, (b) any unpaid
loans due the partner, and (c) the partners proportionate share of the accrued net profits
remaining undistributed in his drawing account. No value for goodwill shall be included in
determining the value of a partners interest, unless specifically agreed in advance by the
partners.
22. Payment of Purchase Price. The value of the partners interest shall be paid without
interest to the retiring partner, or to the legal representative of the deceased, incapacitated or
insane partner, in ( ) monthly installments, commencing on the first day
of the second month after the effective date of the purchase.
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23. Termination. In the event that the remaining partner does not elect to purchase the
interest of the retiring, deceased, incapacitated, or insane partner, or in the event the partners
mutually agree to dissolve, the partnership shall terminate and the partners shall proceed with
reasonable promptness to liquidate the business of the partnership. The assets of the partnership
shall first be used to pay or provide for all debts of the partnership. Thereafter, all money
remaining undistributed in the drawing accounts shall be paid to the partners. Then the
remaining assets shall be divided proportionately as follows:
Partner Percentage
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24. This agreement shall be binding upon and inure to the benefit of the parties, their
successors, assigns and personal representatives.
Signed this day of , (year).
____________________________________ ___________________________________
Partner Partner
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Partner Partner
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Witness Partner
State of
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County of
On before me, , appeared
, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Signature_________________________________
Affiant _____Known_____Produced ID
Type of ID _______________________
(Seal)
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