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PARTNR07.LEX
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1991-08-13
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.TX1 *** COMPLETE ALTERNATIVE GENERAL PARTNERSHIP AGREEMENT *******
PARTNERSHIP AGREEMENT
This Agreement is made this date between the Partners listed
below for the purpose of forming a partnership between them,
subject to the following terms and conditions herein.
NAME ADDRESS CITY/STATE ZIP
{PART/NAME/ADDR1}
{PART/NAME/ADDR2}
{PART/NAME/ADDR3}
{PART/NAME/ADDR4}
{PART/NAME/ADDR5}
1. Name and Business. The parties hereby form a partnership
under the name of {PARTSHIP/NAME} to {PARTSHIP/PURPOSE}. The
principal office of the business shall be at {PARTSHIP/LOCATION}.
2. Term. The partnership shall begin on {BEGIN/DATE} and shall
continue until terminated as herein provided.
3. Capital. The capital of the partnership shall be contributed
in cash by the partners as follows:
{CAPITAL/CONTR}
A separate capital account shall be maintained for each partner.
Neither partner shall withdraw any part of his capital account.
Upon the demand of either partner, the capital accounts of the
partners shall be maintained at all times in the proportions in
which the partners share in the profits and losses of the
partnership.
4. Profit and Loss. The net profits of the partnership shall be
divided equally between the partners and the net losses shall be
borne equally by them. A separate income account shall be
maintained for each partner. Partnership profits and losses
shall be charged or credited to the separate income account of
each partner. If a partner has no credit balance in his income
account, losses shall be charged to his capital account.
5. Salaries and Drawings. Neither partner shall receive any
salary for services rendered to the partnership. Each partner
may, from time to time, withdraw the credit balance in his income
account.
6. Interest. No interest shall be paid on the initial contributions
to the capital of the partnership or on any subsequent contributions
of capital.
7. Management Duties and Restrictions. The partners shall have
equal rights in the management of the partnership business, and
each partner shall devote his entire time to the conduct of the
business. Without the consent of the other partner neither partner
shall on behalf of the partnership borrow or lend money, or make,
deliver, or accept any commercial paper, or execute any mortgage,
security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the
partnership other than the type of property bought and sold in
the regular course of its business.
8. Banking. All funds of the partnership shall be deposited in
its name in such checking account or accounts as shall be
designated by the partners. All withdrawals therefrom are to be
made upon checks signed by either partner.
9. 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
calendar year basis, commencing January 1st of each year and
ending on December 31st of each year and shall be closed and
balanced at the end of each year. An audit shall be made as of
the closing date each year.
10. 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:
(a) to pay or provide for the payment of all partnership
liabilities and liquidating expenses and obligations;
(b) to equalize the income accounts of the partners;
(c) to discharge the balance of the income accounts of the
partners;
(d) to equalize the capital accounts of the partners; and
(e) to discharge the balance of the capital accounts of the
partners.
11. 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.
(a) 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.
(b) 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 paragraph 10 with
reference to voluntary termination.
13. 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.
Dated: {TODAY/DATE}
{PART/NAME1}
{PART/NAME2}
.TX2 ***INTRODUCTORY CLAUSE FOR A JOINT VENTURE AGREEMENT *******
JOINT VENTURE AGREEMENT
This Agreement is made this date between the following persons
for the purpose of {AGREEMENT/PURPOSE}:
NAME ADDRESS CITY/STATE ZIP
{PARTY/NAME/ADDR1}
{PARTY/NAME/ADDR2}
.TX3 *** ADDITIONAL PARTY FOR A JOINT VENTURE AGREEMENT *********
{?PARTY/NAME/ADDR3}
.TX4 *** BEGINNING CLAUSES FOR A JOINT VENTURE AGREEMENT ********
RECITALS:
The Joint Venturers have agreed to make contributions to a common
fund for the purpose of acquiring and holding {BUSINESS/DESCR},
hereinafter called the business interest.
The Joint Venturers consider it advisable to acquire and hold
their business interest through a nominee so as to avoid the
necessity of numerous separate agreements, to maintain the legal
title to the business interest in a simple and practicable form
and to facilitate the collection and distribution of the profits
accruing under the business interest. {BUSINESS/HOLDER} has agreed
to act as nominee of the Joint Venturers with the understanding
that he is also acquiring a participating interest in this joint
venture on his own account.
It is therefore agreed by the parties hereto:
1. Purpose The Joint Venturers form this joint venture to
acquire and hold the business interest in common and to provide
the finances required for its acquisition. To the extent set
forth in this Agreement, each of the Joint Venturers shall own an
undivided fractional part in the business. The Joint Venturers
appoint as their agent {BUSINESS/HOLDER}, whose duty it shall be
to hold each of the undivided fractional parts in the business
interest for the benefit of and as agent for the respective Joint
Venturers.
2. Contributions. The Agent acknowledges that he has received
from each of the Joint Venturers, for the purpose of this joint
venture, the sum set after the name of each Joint Venturer as
follows:
CONTRIBUTION TO
NAME JOINT VENTURE
{PARTY/CONTR1}
{PARTY/CONTR2}
.TX5 *** ADDITIONAL CONTRIBUTOR FOR A JOINT VENTURE AGREEMENT ***
{?PARTY/CONTR3}
.TX6 *** ENDING PROVISIONS FOR A JOINT VENTURE AGREEMENT ********
3. Acquisition of Business Interest. The Agent is authorized to
acquire and hold in his own name, but on behalf of the Joint
Venturers (of which the Agent is one), the business interest, and
to pay {TOTAL/COST} for it as follows: {DOWN/PAYMENT} in cash,
and the balance of {BALANCE/NOTE} by a note in that amount. The
note shall bear interest at the rate of {INTEREST/RATE}, shall be
due and payable on or before {PAYMENT/DUE}, with the privilege of
prepayment and shall be secured by {COLLATERAL} which the Agent is
authorized to execute and deliver.
4. Profits. The Agent shall hold and distribute the business
interest and shall receive the net profits as they accrue for the
term of this Agreement or so long as the Joint Venturers are the
owners in common of the business interest, for the benefit of the
Joint Venturers. Each Joint Venturer shall receive that share of
the profits of the venture as his capital contribution is of the
total capital contributions of all Joint Venturers.
5. Expenses of Venture. All losses and disbursements incurred
by the Agent in acquiring, holding and protecting the business
interest and the net profits shall, during the period of the
venture, be paid by the Joint Venturers, on demand of the Agent,
in the ratio which the contribution of each Joint Venturer bears
to the total contributions set forth in paragraph 2.
6. Liability of Agent. The Agent shall be liable only for his
own willful misfeasance and bad faith and no one not a party to
this Agreement shall have any rights whatsoever under this
Agreement against the Agent for any action taken or not taken by
him.
7. Term. This Agreement shall terminate and the obligations of
the Agent shall be deemed completed on the happening of either of
the following events:
(a) The receipt and distribution by the Agent of the final
net profits accruing under the business interest.
(b) Termination by mutual assent of all joint ventures.
8. Compensation of Agent. Unless otherwise agreed to in the
future by a majority in interest of the Joint Venturers, the Agent
shall not receive any compensation for services rendered by him
under this Agreement.
In witness whereof the Agent and the Joint Venturers have signed
and sealed this Agreement dated {TODAY/DATE}.
{BUSINESS/HOLDER},
Agent
{PARTY/NAME1}
{PARTY/NAME2}
.TX7 *** ADDITIONAL PARTY SIGNATURE FOR JOINT VENTURE ***********
{?PARTY/NAME3}
.END ****************** END OF PARTNR07 TEXT ********************