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5. BUSINESS NAME
The Partners, or any one of the, on the
partnership's behalf shall sign and cause to be
filed an appropriate business name under the
Consumer (Corporate) Affairs within 30 days
after the partnership begins doing business, within 30 days after
any subsequent change in its membership, and before the expiration of any
previously filed
statement. Each of the parties to this agreement
appoints
as his agent and solicitor
solely to execute on his behalf any such business name statement relating this
partnership.
6. STATEMENT FOR PARTNERSHIP REAL ESTATE
Promptly following the commencement
of the partnership and any subsequent change in its membership, the
Partners shall sign, acknowledge, and verify a statement and cause it to be
recorded in each shire (State you reside in) in which the
partnership owns or contemplates owning real estate property or any interest
in real estate property.
7. CAPITAL CONTRIBUTIONS
(Name of first partner) and (Name of second partner) shall contribute (type in specified amount) cash, each, as their capital contribution to the
partnership.
Any real money spent prior to the ratification of this agreement by any of the
"Partners" shall be reimbursed from the capital contributions
as soon as possible after processing by the accounting
staff.
8. ADDITIONAL CAPITAL CONTRIBUTIONS
Whenever it is determined by the written
agreement of Partners holding a majority in capital interest of the
partnership that its capital is or is presently likely to become insufficient
for the conduct of its business, those Partners may, by written notice to all Partners, call for additional contributions to capital. These contributions shall be payable
in cash no later than the date specified in the note, or no sooner than
30 days after the notice is given.
Each Partner shall be liable to the partnership for
his share of the aggregate contributions duly
called for under this paragraph.
9. VOLUNTARY CONTRIBUTIONS
No Partner may make any voluntary contribution of capital to the partnership without the consent of all the
Partners.
10. WITHDRAWAL OF CAPITAL
No Partner may withdraw capital from the
partnership without the consent of all the Partners.
11. INTEREST ON CAPITAL CONTRIBUTIONS
No Partner shall be entitled to receive any interest
on his capital contribution.
12. LOANS TO PARTNERSHIP
No Partner shall lend or advance money to or for the
partnership's benefit without the approval of all the Partners.
If any Partner, with the requisite consent of the other Partners, lends any money to the
partnership in addition to his contribution to its capital, the
loan shall be a debt of the partnership to that Partner and shall bear interest at the rate of
(state agreed
percentage). The liability shall not be
regarded as an increase of the lending Partner's
capital, and it shall not entitle him to any increased share of the partnership's
profits.
13. DIVISION OF PROFITS AND LOSSES
The partnership's profits and losses shall be shared equally among the Partners.
14. FISCAL YEAR OF PARTNERSHIP
The fiscal year of the partnership shall be the
calendar year.
15. ACCOUNTING METHOD
The partnership books shall be kept
on the cash basis.
16. DETERMINATION OF PROFIT AND LOSS
The partnership's net profit or net loss
for each fiscal year shall be
determined as soon as practicable after the close of that
fiscal year in accordance with the accounting principles employed in the
preparation of the tax return filed by the partnership for
that year, but without any special provisions for tax-exempt or partially tax-exempt income.
17. PARTNERSHIP BOOKS
Property and complete books of account of the
partnership business shall be kept at the partnership's
principal place of business and shall be open to inspection by any
of the Partners or their accredited representatives at any reasonable time during business hours. The accounting
records shall be maintained in accordance with
generally
accepted bookkeeping practices for this type of
business.
The books shall be examined by an
independent certified public accountant at least annually.
18. MANAGEMENT OF PARTNERSHIP
The managing general partner for administrative and ministerial
functions only shall be (state partner's full name) and to the
extent necessary to fulfill such functions, he shall have control over
the business and assume direction of the operations. He shall consult and confer as far as practicable with the
non-managing Partners, but the power of decision over such matters is
vested in him.
On his death, resignation or other disability preventing him from carrying out his duties created herein, a successor managing
Partner shall be selected by a majority in capital
interest of the Partners.
19. ACTS REQUIRING MAJORITY CONSENT
The following acts may be done only with the
consent of a majority in capital interest of partners:
(a) Borrowing money in the partnership's name, other than in the
ordinary course of the partnership's business or to finance any
part of the purchase price of the
partnership's properties.
(b) Transferring, hypothecating, compromising, or releasing any
partnership claim except on payment in full.
(c) Selling, leasing, or hypothecating any partnership
property or entering into any contract for any such purpose,
other than in the ordinary course of the partnership's business and other than any hypothecation of partnership property to secure a debt resulting from an
transaction permitted under (a).
(d) Knowingly suffering or causing anything to be done whereby
partnership property may be seized or attached or taken in execution, or its ownership or
possession otherwise endangered.
20. HANDLING OF PARTNERSHIP FUNDS
All partnership funds shall be deposited in the
partnership's name and shall be subject to withdrawal only on the
signatures of at least TWO (2) Partners, except that an operating
account may be maintained with a balance never
to exceed (state agreed amount). The monies in the
operating account shall be subject to withdrawal
on the signature of the managing partner, or any other
partner in his absence.
21. OUTSIDE ACTIVITIES OF PARTNERS
Any Partner may be engaged in one or more business,
other than the business of the partnership, but
only to the extent that this activity does not compete
or materially interfere with the business of the partnership and does not conflict with the obligations of that Partner under this
agreement. Neither the partnership nor
any other Partner shall have the right to any income or profit
derived by a Partner from any business activity permitted under this
section.
22. PARTNERS DEATH, DISABILITY, OR
VOLUNTARY WITHDRAWAL
In the case of partner's death, permanent
physical or mental disability, retirement from the partnership, or voluntary withdrawal from the partnership, the partnership shall
not dissolve or terminate but its business shall continue without interruption and without any break in continuity. On the death, disability, or withdrawal of any partner, the others shall not
liquidate or wind up the affairs of the partnership, except as otherwise
provided in this agreement, but shall continue to conduct a
partnership under the terms of this agreement with any successor or transferee of the deceased or withdrawn
Partner.
23. RIGHT OF FIRST REFUSAL
If any Partner receives an offer, whether or not
solicited by him, from a person not then a Partner to
purchase all or any portion of his interest in the partnership, and if the Partner receiving the offer is willing to accept it, he shall give written notice of the
amount and terms of the offer, the identity of the proposed
transferee, and his willingness to accept the offer to each of the
other Partners. The other Partners shall have the option, within 45 days after that
notice is given, to purchase the designated interest or designated
portion of the interest of the Partner giving notice on the
same terms as those contained in the offer. If both Partners choose to exercise their option, then they shall each contribute one-half of the
consideration and shall each individually
acquire one-half of the selling Partner's interest. If only one
Partner exercises the option individually, then there is no right to receive one-half of the interest transferred by the other Partner by any
remaining Partner.
24. INDEMNIFICATION
Each Partner shall indemnify and hold harmless the partnership and each of the other Partners from
any and all expense and liability resulting from or arising out of
any negligence or misconduct on his part to the extent that the amount exceeds
the applicable insurance carried by the partnership.
25. AMENDMENTS
This agreement may be amended at any time and from time
to time, but any amendment must be in writing and signed by each
person who is then a Partner.
26. NOTICES
Any written notice to any of the Partners required or
permitted under this agreement shall be deemed to have been duly given on the second day after mailing if mailed
to the party to whom notice is to be given, by first class certified return receipt requested, postage prepaid,and addressed
to the addressee at the address stated opposite his name below, or
at the most recent address, specified by written notice, given to the sender
by the addressee under this provision. Notices to the
partnership shall be similarly given, and address to it at its
principal place of business.
27. GOVERNING LAW
This agreement is executed and intended to
be performed in the (State you reside in), and the laws of that state shall
govern its interpretation and effect.
28. SUCCESSORS
This agreement shall be binding on
and inure to the benefit of the respective successors, assigns,
and personal representatives of the parties, except to the
extent of any contrary provision in this agreement.
29. SEVERABILITY
If any term, provision, covenant, or condition of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the rest of the agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
30. ENTIRE AGREEMENT
This instrument contains
the entire agreement of the parties relating to the rights granted and
obligations assumed in this agreement. Any oral representations or modifications concerning this instrument shall
be of no force or effect unless contained in a
subsequent written modification signed by the party to be charged.
In WITNESS WHEREOF, the Partners have executed
this agreement as of the date first above written at |
