PARTNERSHIP AGREEMENT (NAME), and (NAME), the below signed hereby enter into this
Partnership Agreement on behalf of themselves, their heirs, successors
and assigns, and set forth following terms and conditions as
constituting the Partnership Agreement in its entirety: 1. The partnership shall go by the following name: (NAME). 2. The partnership's principle place of business shall be
(DESCRIBE). 3. The first day that the partnership shall begin business is:
(DATE) and it will continue until the partners agree to terminated it
or until forced cease its operations by law. 4. The partnership's operations shall be primarily in the
following field or area: (DESCRIBE) 5. The partnership shall be capitalized as follows: For each $
(AMOUNT) (dollars) each partner shall receive (#) shares with
contribution being made as follows: Partner A contributes $(AMOUNT). and shall receive (#) shares,
the same being (#)% of the total shares available. Partner B contributes $(AMOUNT). and shall receive (#)shares,
the same being (#)% of the total shares available. 6. Losses and gains on contributed capital and other property
shall be assigned as follows: (DESCRIBE) The IRS's general allocation rule shall apply, and gains and
losses shall be allocated according to the % of total capital
contributed by each partner as set out in paragraph #5 above. 7. Profits and losses shall be allocated according to the same
percentage allocation set forth in paragraph 6. above. 8. Salary, if any, for the services rendered shall be
determined by unanimous approval of the partners. 9. Control and management of the partnership shall be spit
equally amongst the partners. 10. Each partner shall maintain both an individual drawing
account and an individual capital account. Into the capital account
shall be placed that partner's initial capitalization and any increases
thereto. The drawing accounts shall be used for withdrawal of amounts,
the size of which is limited to $(AMOUNT) on any one day. 11. Adequate accounting records shall be made and maintained.
Any partner or his/her agent, may review any and all accounting or
other records at anytime. 12. The partners designate the following as the Partnership's
business and checking accounts into which all the funds of the
Partnership shall be placed and maintained: (DESCRIBE) 13. Accounting records and books shall be kept on a (select
one) 1. cash basis 2. accrual basis and the fiscal year shall begin on
the (#) day of (MONTH) and shall end (#) day of (MONTH). 14. At the close of the fiscal year there shall be an annual
audit conducted by the following accounting firm: (DESCRIBE) 15. The partnership shall dissolve upon the retirement, death
or incapacity of any partner unless the remaining partner elects the
option of buying out that partner's share. If so elected, the
partnernship shall be valued by submission to arbitration with GAMA,
Inc., according to reasonable accounting and valuation principles, and
as set forth in paragraph #17 below. The finding of the arbitrator as
to the value of the partnership shall be final and binding upon the
partners, their heirs, successors, and assigns. Upon the issuance of
this finding, the remaining partner shall have (TIME) to buy out the
previous partner's share. Should more than one remaining partner desire
to buy this share, the share shall be split evenly between the same. 16. Upon termination or dissolution of the Partnership, the
Partnership will be promptly liquidated, with all debts being paid
first, prior to any distribution of the remaining funds. Distribution
shall be made according to the percentage of ownership as set out in
paragraph #5 above. 17. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgement upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. |