Fillable Partnership Agreement Template (Page 2 of 5) in pdf

any additional capital contributions made by the Partner and minus the Partner's share of the

losses of the Partnership and any distributions to or withdrawals made by the Partner. For all

purposes of this Agreement, the Partnership net profits and each Partner's capital account shall

be computed in accordance with generally accepted accounting principles, consistently applied,

and each Partner's capital account, as reflected on the Partnership federal income tax return as

of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection

in writing is made by any Partner and delivered to the accountant or accounting firm preparing the

income tax return within one (1) year after the same has been filed with the Internal Revenue

Service. If an objection is so filed, the validity of the objection shall be conclusively determined by

an independent certified public accountant or accounting firm mutually acceptable to the Partners.

5. Profits and Losses.

Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and

all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following

proportions:

Partner Name Partner Share Profit/Loss

partner here

partner share here

6. Books and Records of Account.

The Partnership books and records shall be maintained at the principal office of the Partnership

and each Partner shall have access to the books and records at all reasonable times.

7. Future Projects.

The Partners recognize that future projects for the Partnership depend upon many factors beyond

present control, but the Partners wish to set forth in writing and to mutually acknowledge their

joint understanding, intentions, and expectations that the relationship among the Partners will

continue to flourish in future projects on similar terms and conditions as set forth in this

Agreement, but there shall be no legal obligations among the Partners to so continue such

relationship in connection with future projects.

8. Time and Salary.

Until and unless otherwise decided by unanimous agreement of the Partners, [Time

Commitment]. Each Partner shall nonetheless be expected to devote such time and attention to

Partnership affairs as shall from time to time be determined by agreement of the Partners. No

Partner shall be entitled to any salary or to any compensation for services rendered to the

Partnership or to another Partner.

9. Transfer of Partnership Interests.

A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage, encumber,

or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no

purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise

with respect to all or any part of that Partnership interest attempted to be sold, assigned,

transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the

remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or

encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the

Partnership Agreement Template Page 2