Sample Partnership Agreement (Page 3 of 6) in pdf

Duquesne University Small Business Development Center

without the consent of all the Partners, nor at any time shall any Partner sign the firm name nor pledge the

firm's credit nor in any other manner act as surety or guarantor in any paper, bill, bond, note, or draft or

other obligation whatsoever, nor assign pledge, mortgage, sell or otherwise dispose of, any Partnership

property or any interest therein or do anything or permit any act whereby the Partnership's money, interest,

or property or its interest therein, may be liable to seizure, attachment, or execution, except upon mutual

consent of all the Partners.

Relationship of the Partners. Each Partner may have other business interests and may engage in

any other business, trade, profession, or employment whatsoever on his own account or in partnership with,

as an employee of, or as an officer, director, or stockholder of any other person, firm, or corporation

(whether competitive with the Partnership or otherwise) and he shall not be required to devote his entire

time to the business of the Partnership. Each Partner shall devote such time and attention to the conduct of

the business of the Partnership as shall be deemed by all of the Partners to be required for the business of

the Partnership.

No Partner shall receive any salary or other special compensation or services rendered by him as Partner of

the Partnership, except as otherwise agreed by all the Partners. Notwithstanding the foregoing, each

Partner shall be permitted to do business with the Partnership and with any other Partner individually or

with any business entity in which such Partner may have an interest.

It is understood that each of the parties hereto are Partners for the purpose of this Partnership as set forth in

Paragraph 1 hereof, but nothing contained in this Agreement shall make the Partners partners with respect

to matters unrelated to the Partnership, or render them liable for any debts or obligations of any Partner, nor

shall any Partner be hereby constituted the agent for any Partner except to the limited extent herein

specifically permitted and as may be hereinafter agreed upon by consent of all the parties.

10.

Waiver of Right to Partition. Each Partner hereto hereby waives his right to partition (or to

separately assert any right to partition under the statutes of the State of ________________ pertaining to

partition) any real property owned by the Partnership.

11.

Voluntary Termination. The Partnership may be dissolved at any time by agreement of a

supermajority of the Partners, in which event the partners shall proceed with reasonable promptness to

liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be

applied in the following order:

(a)

To the payment of or provision for all debts, liabilities and obligations of the Partnership to any

person (other than Partners) and the expenses of liquidation;

(b)

To the payment of all debts and liabilities (including interest) to the Partners (except those on

account of their capital contributions);

(c)

To the discharge of the balance of the income accounts of the Partners;

(d)

To the payment of the capital accounts of the Partners, less any previous distributions and any

losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains

credited to such capital accounts; and

(e)

Between the Partners in the same proportion as their percentages of interest in the Partnership as

set forth in Paragraph 4.

Notwithstanding any other provisions of this Paragraph 11, if, upon ultimate liquidation of the Partnership,

the foregoing allocations would leave any Partner with a deficit in his capital account that is not to be

repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount

of total gain (including the portion of any cancellation of indebtedness income not excluded by an election

Sample Partnership Agreement 3

Duquesne University SBDC 2009 - Reprinted with the express permission of the American Institute for

Financial Research, Inc., Smart Business System, Smart Online. Smart Attorney and other business

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Sample Partnership Agreement Page 3

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