Date of Execution of Agreement

Bookkeeping Period

BACKGROUND

A. The Partners wish to associate themselves as partners in business.
B. This Agreement sets out the terms and conditions that govern the Partners within the Partnership. 

IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties to this Agreement agree to the following:

Article I
Creation of Partnership

By this Agreement, the Partners enter into a general partnership (the “Partnership”) in accordance with the laws of the State of  {governingState} .

The rights and obligations of the Partners will be stated in the Uniform Partnership Act of the State of  {governingState}  (the “Act”) except as otherwise provided in this Agreement.

Article II
Name of Partnership

The name of the partnership shall be {nameOf}.

Article III
Purpose of Partnership

The Partnership is established for the following purpose:

{purposeOf}

ARTICLE IV
Term

The partnership's existence shall commence on {partnershipCommencement} and shall continue until dissolved either by mutual agreement or by operation of law.

ARTICLE V
Place of Business

The principal office of the business of the Partnership will be located at the following address or other such place as the Partners may from time to time designate:

{placeOf}

ARTICLE VI
Capital Contributions

The initial partnership capital shall be ${initialPartnership} ({initialPartnership31}). Each of the Partners has contributed to the capital of the Partnership , in cash, property , or services in agreed upon value, as follows (the “Capital Contribution”):

All capital contributions are final unless all Partners give written consent of withdrawal.

Article VII
Interest and Ownership

The Partners’ ownership interest in the Partnership will be as follows:

Article VIII
Profit and Loss

Subject to the other provisions of this Agreement, the net profits and losses of the Partnership, for both accounting and tax purposes, will accrue to and be borne by the Partners in equal shares (the "Profit and Loss Distribution"). The profits and losses will be accounted by a to be determined accountant for the Partnership. If a partner has no credit balance in his income account, losses shall be charged to his capital account.

(the partners shall determine the net profit and loss of the partnership
and the same shall be divided in the same proportion as contributions to capital. The partners,

Article IX
Voting

The affairs of the partnership shall determined by majority vote, with votes cast in the same percentage as capital contributions.

Article X
Accounting

Books of account of the transactions of the partnership shall be kept at the principal place of business of the partnership. The books of account of the partnership shall be available for inspection by all times by the partners. Each partner shall be required to report all transactions related to partnership business promptly and accurately.

Article XI
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 on the {dayStart} day of {monthStart} and ending on the {dayEnd} day of {monthEnd}, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date.

Article XII
New Partners

The Partnership will amend this agreement to include new partners upon the written and unanimous vote of all Partners. The name of the Partnership may be amended if a new Partner is added to the Partnership upon the written and unanimous vote of all Partners.

Article XIII
Management

Each partner shall have the right to manage the affairs of the partnership in the ordinary course of the partnership's business. However, no partner shall have the authority to:

1. Confess judgment against the partnership;
2. Borrow on the credit of the partnership or guarantee the debts of others with partnership credit without the consent of the Partners;
3. Convey substantially all of the partnership assets without prior approval by majority vote.

The day to day affairs of the partnership shall be managed by a management committee, elected by a majority of the partners. The management committee shall conduct the business of the partnership, and shall have the authority by its majority vote to operate all of the business of the partnership, save those items specifically reserved to the partners as a whole.

Article XIV
Termination

This partnership shall terminate upon the death, bankruptcy or incompetency of any partner.  Thereupon the remaining partners shall act as trustees for the partners and shall promptly wind up the affairs of the partnership unless the remaining partners agree that they will continue the business of the partnership.

Article XV
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.

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.

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 the section regarding VOLUNTARY TERMINATION.

Article XVI
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:

1. to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations;
2. to equalize the income accounts of the partners;
3. to discharge the balance of the income accounts of the partners;
4. to equalize the capital accounts of the partners; and
5. to discharge the balance of the capital accounts of the partners.

Article XVII
Voluntary Withdrawal

(a) Any Partner will have the right to voluntarily withdraw from the Partnership at any time by serving the following amount of written notice to the remaining Partners in 90 (ninety) days.

(b) The voluntary withdrawal of a Partner will result in the dissolution of the Partnership.

(c) A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimise any present or future harm done to the remaining Partners as a result of the withdrawal.

Article XVIII
Involuntary Withdrawal

(a) Events resulting in the involuntary withdrawal of a Partner from the Partnership will include but not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing reasonable participation in the Partnership; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute.

(b) The involuntary withdrawal of a Partner will result in the dissolution of the Partnership.

(c) A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the Partnership will only acquire that Partner's economic rights and interests and will not acquire any other rights of that Partner or be admitted as a Partner of the Partnership or have the right to exercise any management or voting interests.

Article XIX
Partnership Dissolution

(a) Where the dissociation of a Partner for any reason results in the dissolution of the Partnership, then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.

(b) The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Partnership or the reputation of the Partnership.

Article XX
Force Majeure

A Partner will be free of liability to the Partnership where the Partner is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.

Article XXI
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.

Article XXII
Duty of Loyalty

(a) No Partner will engage in any business, venture, or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without the unanimous written consent of the remaining Partners.

(b) Each Partner hereby acknowledges and agrees that any and all business, ventures, or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners.

(c) Each Partner hereby acknowledges and agrees that a failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

(d) Each Partner hereby indemnifies and keeps indemnified each other Partner in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Duty of Loyalty" clause.

Article XXIII
Forbidden Acts

(a) No Partner may do any act in contravention of this Agreement.

(b) No Partner may permit, intentionally or unintentionally, the assignment of express, implied, or apparent authority to a third party that is not a Partner in the Partnership.

(c) No Partner may mortgage, assign, encumber or charge that Partner's interest in the Partnership (or in any property, assets or business of the Partnership) without the prior written consent of the other Partners.

(d) No Partner may do any act that would make it impossible to carry on the ordinary business of the Partnership.

(e) No Partner may confess a judgment against the Partnership.

(f) No Partner may disclose to any person, or use in any way, any confidential information of the Partnership or of the business of the Partnership, except for in the course of conducting the business of the Partnership.

(g) No Partner will have the right or authority to bind or obligate the Partnership to any extent with regard to any matter outside of the intended purpose of the Partnership.

(h) No Partner may appoint or dismiss any employees, contractors or agents except with the prior written consent of the other Partners.

(i) No Partner may lend any of the Partnership's money, or provide credit on behalf of the Partnership, without the prior written consent of the other Partners.

(j) No Partner may give any security or promise for the payment of money by the Partnership, except in the ordinary course of the Partnership business or with the prior written consent of the other Partners.

(k) Any violation of the above Forbidden Acts will be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

(l) The Partners each hereby indemnify each other, and keep each other indemnified, in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Forbidden Acts" clause.

Article XXIV
Currency

Any amounts of money described in this Agreement are in {currencyStipulation} unless specifically stated otherwise.

Article XXV
Miscellaneous Provisions

(a) Time is of the essence in this Agreement.

(b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

(c) If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. It is the Parties' intent that such provision be reduced in scope by the Court only to the extent deemed necessary by that Court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired, or invalidated as a result. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

(d) This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

(e) This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives.

(f) This Agreement may not be amended in whole or in part without the unanimous written consent of all Partners.

(g) All of the rights, remedies, and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies, and benefits allowed by law.

(h) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail to the address of the relevant Party set out at the head of this Agreement. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail). In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.

In witness whereof the parties have signed this Agreement.