Sample Partnership Deed/agreement (Page 3 of 3) in pdf

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 their death plus the decedent's

income account as at the end of the prior fiscal year, increased by their share of partnership profits or

decreased by their share of partnership losses for the period from the beginning of the fiscal year in

which their death occurred until the end of the calendar month in which their death occurred, and

decreased by withdrawals charged to their 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.

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. In witness whereof the parties have signed this Agreement.

Executed this ______________ day of _________________, [

] in [

Insert Year

Insert City, State

________________________

Signature of Party 1

Signature of Party 2

Page 3 of 3

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Sample Partnership Deed/agreement Page 3