Sample Partnership Agreement (Page 4 of 6) in pdf

Duquesne University Small Business Development Center

under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate

such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate

deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.

12.

Retirement. No Partner may retire from the Partnership for a period of ____ years from the date

of this Agreement. After said period, any Partner shall have the right to retire from the Partnership at the

end of any calendar month. Written notice of intention to retire shall be served upon the remaining Partners

at least __________ days before the first day of the month in which the retiring Partner intends to retire.

The retirement of such Partner shall have no effect upon the continuance of the Partnership business. If the

remaining Partners elect to purchase the interest of the retiring Partner, the Partners shall serve written

notice of such election upon the retiring Partner within_______ days after receipt of the retiring Partner's

notice of intention to retire, and the purchase price and method of payment for the Partnership interest shall

be as provided in Paragraph 14 hereof. If the remaining Partners elect not to purchase the interest of the

retiring Partner, then the Partners shall proceed with reasonable promptness to liquidate the business of the

Partnership.

13.

Involuntary Withdrawal. Any Partner may be required to withdraw from the Partnership upon the

happening of any of the following events:

(a)

If any Partner makes an assignment for the benefit of creditors or applies for the appointment of a

trustee, a liquidator or receiver of any substantial part of his assets or commences any proceeding relating

to himself under any bankruptcy, reorganization, or arrangement of similar law; or if any such application

is filed or proceeding is commenced against any Partner and such Partner indicates his consent thereto, or

an order is entered appointing any such trustee, liquidator or receiver, or approving a petition in any such

proceeding and such order remains in effect for more than sixty (60) days; then that Partner shall be

deemed to have withdrawn from the Partnership as of the date of the happening of any such event.

(b)

If any Partner shall be adjudged incompetent, then such Partner shall be deemed to have

withdrawn from the Partnership on the date set forth in a notice to such incompetent Partner from the

remaining Partners.

The value of the Partnership interest in the Partnership of any Partner who shall be required to withdraw

from the Partnership as provided in this paragraph, and the method of payment for the Partnership interest

shall be as provided in Paragraph 14 hereof.

14.

Death of a Partner. Upon the death of a Partner, the Partnership shall not terminate, and the

business of the Partnership shall be continued to the end of the fiscal year in which such death occurs. The

estate of the deceased Partner shall share in the net profits or losses of the Partnership for the balance of the

fiscal year in the same manner the deceased Partner would have shared in them had he survived to the end

of the fiscal year, but the liability of the estate for losses shall not exceed the deceased Partner's interest in

the Partnership assets at the time of his death. The estate of the deceased Partner shall have no voice in the

affairs of the Partnership. At the end of the fiscal year, the surviving Partners shall have the option either to

liquidate the Partnership or to purchase the interest of the deceased Partner.

(a)

If the surviving Partners elect to purchase the interest of the deceased Partner, they shall serve

notice in writing of such election within _______ months after the death of the Partner upon the Executor

or Administrator of such deceased Partner's estate, or if at the time of such election no such legal

representative has been appointed, upon any one of the known legal heirs of the decedent at the last known

address of such heir. The purchase price shall be equal to the deceased Partner's capital account as of the

end of the month next preceding the date of his death plus the deceased Partner's income account as of said

date, adjusted for the deceased Partner's share of profits not previously distributed or losses not previously

charged to either of said accounts through the end of the month next preceding death. No allowance shall

be made for goodwill, tradename, patents or other intangible assets, except as those assets have been

reflected on the Partnership books immediately prior to termination; but the surviving Partners shall

Sample Partnership Agreement 4

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 4

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