Silent Partnership Agreement

SILENT PARTNERSHIP AGREEMENT
The Partnership Agreement ( the “Agreement”) is made effective as of

_____________ day of ____________, 20____(the Effective Date),by and
between Enlightened Lifestyles LLC (the General Partner) and Claude
Carson (the “Silent Partner”), known collectively as the “Partners.”
WHEREAS, the Partners desire to enter into a business partnership;
WHEREAS, the Silent Partner showed interest in joining the business
venture silently and the General Partner has accepted this proposal;
NOW, THEREFORE, inconsideration of the foregoing and of the mutual
covenants and conditions contained in the Agreement, the Partners of this
Agreement agree to the following:
I. PARTNERSHIP PLACE OF BUSINESS
The Partnership’s primary place of business will be 466 Northfield

Road, Bedford, Ohio 44146. The Partnership’s primary purpose is to
provide services to individuals suffering from Substance Use Disorders
and Behavioral Health.
II. TERM
The Partnership shall commence on the Effective Date and shall

continue thereafter for a period of two years. Contract is negotiable after
two year peroid.
III. CONTRIBUTIONS
The Silent Partner will make an initial contribution to the Partnership as

follows:
Claude Carson: Will cover staff employment for a period of four months
($40,000), cost of renovations for office space, pay rent for office space
per lease agreement for one year and pay utilities for four months.
Furnish office with computers, universal printer/fax/copy machine, office
furniture and office supplies.
Contribution(s) regarding payment of staff will be submitted on a bi-

weekly basis. All capital contributions are final unless all Partners give
written consent of withdrawal. All contributions will be deposited into a
joint individual capital account located Navy Federal Credit Union in
Cleveland, Ohio.
IV. ADDITIONAL CONTRIBUTIONS
At any time throughout the Partnership it is determined by a consensus

of the Partners that additional capital is required by the Partnership, the
Silent Partner shall contribute their share of the necessary amount.
V. OWENERSHIP INTEREST IN THE PARTNERSHIP AND

AUTHORITY
Claude Carson: 30% of net profits

Enlightened Lifestyles LLC: 70% of net profits
The Partners authority will be defined by the following unless otherwise

Stated in the Agreement:
No Partner is authorized to act on their own in obtaining

Contracts, financial, or other obligations on the Partnership.
VI. DUTIES OF THE GENERAL PARTNER(S)
Enlightened Lifestyles shall be responsible for the complete

management, control, and policies related to the operation and conduct
of the business, including all personnel, billing, and contractual matters.
General Partner is obligated to payout dividends of percentage to Silent
Partner on a quarterly basis for two fiscal years.
VII. DUTIES OF THE SILENT PARTNER

The Partners agree that the Silent Partner shall be “silent” in the
Partnership. The Silent Partner shall not participate in or interfere in the
operation of the Partnership and is not restricted from engaging in any
other business from entering into any other partnerships.
The Silent Partner shall not be personally liable for any debts assumed
by the General Partner.
VIII. PROFITS AND LOSSES
The General Partner will share information pertaining to revenue, gain,

loss and deduction with Silent Partner. Profits and losses shall be
computed in accordance with generally accepted accounting principles,
consistently applied.
IX. LIMITED LIABILITY

Subject to the provisions of the Uniform Limited Partnership Act
applicable to the State, no Silent Partner shall have liability of any kind
for any debts, liabilities, or other obligations of the Partnership.
X. ENTRIE AGREEMENT
Except as otherwise expressly provided in this agreement, this
Agreement contains the entire agreement of the Partners with respect to
the terms and conditions of the Silent Partnership and supersedes all
prior agreements, certificates, and understandings, oral or otherwise,
among the Partners with respect to these matters.
XI. WAVIRES
Expect as otherwise expressly provided in this Agreement, no purported
wavier by any Partner of any breach by another Partner of any of his or
her obligations, agreements, or covenants shall be effective unless
made in writing subscribed by the Partner or Partners sought to be
bound, and no failure to pursue or elect any remedy with respect to any
default under or breach of any provision of this Agreement shall be
deemed to be a waiver of any other subsequent default or breach, or
any election of remedies available, nor shall the acceptance or receipt
by any Partner of any money or other consideration due him or her
under this Agreement, with or without knowledge of any breach under
the Agreement, constitute a waiver of any provision of this Agreement
with respect to that or any other breach.
XII. SEVERABILITY
Each provisions of the Agreement shall be considered to be severable.

If, for any reason or any part of a provision is determined to be invalid
and contrary to any existing or future applicable law, the invalidity shall
not impair the operation of or affect those portions of this Agreement that
are valid. This Agreement shall be construed and enforced in all
respects as if the invalid or unenforceable provision or provisions had
been omitted.
XIII. COUNTERPARTS
This Agreement may be executed in one or more counterparts. Each
counterpart shall be deemed for all purpose to be an original, but all of
the counterparts together shall constitute but one and the same
instrument binding on all Partners.
XIV. SETTLING DISPUTES

All partners agree to enter into mediation before filing suit against any
other Partner or the Silent Partnership for any dispute arising from this
Agreement or Silent Partnership. Partners agree to attend one session
of mediation before filing suit. If any Partner does not attend mediation,
or the dispute is not settled after one session of mediation, the Partners
are free to file suit. Any law suits will be under the jurisdiction of the
state of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by all Partners in the manner prescribed by law as of the
Effective Date.
Signed this ____________ day of _______________, 20____
General Partner _______________________________

Enlightened Lifestyles LLC
Austin Williams CEO
Silent Partner __________________________________

Claude Carson

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SILENT PARTNERSHIP AGREEMENT

The Partnership Agreement ( the “Agreement”) is made effective as of

The Partnership’s primary place of business will be 466 Northfield

The Partnership shall commence on the Effective Date and shall

The Silent Partner will make an initial contribution to the Partnership as

Contribution(s) regarding payment of staff will be submitted on a bi-

IV. ADDITIONAL CONTRIBUTIONS

At any time throughout the Partnership it is determined by a consensus

V. OWENERSHIP INTEREST IN THE PARTNERSHIP AND

Claude Carson: 30% of net profits

The Partners authority will be defined by the following unless otherwise

No Partner is authorized to act on their own in obtaining

VI. DUTIES OF THE GENERAL PARTNER(S)

Enlightened Lifestyles shall be responsible for the complete

VII. DUTIES OF THE SILENT PARTNER

VIII. PROFITS AND LOSSES

The General Partner will share information pertaining to revenue, gain,

IX. LIMITED LIABILITY

Each provisions of the Agreement shall be considered to be severable.

XIV. SETTLING DISPUTES

Signed this ____________ day of _______________, 20____

General Partner _______________________________

Silent Partner __________________________________

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Signed this __ day of _, 20