lived; except that for the second of said five years the proportion of net profits to be paid to his estate shall be reduced to .%, for the third of said years to. ..%, and for the fourth and fifth of said years to. . . . . . % of such net profits. This right of the executors of said.

to leave his capital in the business shall apply to said business continued under the said firm name as hereinafter provided, although changes in the personnel of said partnership should take place other than such removal by death of said.....

therefrom.

8. In case of the death of either of the other partners during the continuance of this partnership, his capital shall, if the surviving partners so desire, remain in and at the risk of the business until one year after the........of..

.next

following his death, his estate to receive all payments by way of interest, dividends, "drawings" or shares of profits which he would have been entitled to receive if he had lived.

9. But if, prior to the death of any partner, a time shall have been fixed for termination of the partnership as hereinbefore provided, nothing in the foregoing provisions with respect to capital remaining in the business shall require a continuance of the partnership beyond the date so fixed for its termination.

10. The personal representatives of a deceased partner shall have no right to take part in the management of the business, nor shall the general estate of a deceased partner (beyond the amount of his capital remaining in and at the risk of said business as above provided) be liable for any debts, obligations, liabilities or losses of the partnership arising after his death.

11. Upon any distribution being made either to the representatives of a deceased partner or to a partner retiring by mutual agreement, such representatives or retiring partner shall not be entitled to receive anything on account of the good-will of the partnership.

12. Upon termination of this partnership by expiration or otherwise, if said.... either alone or with any one or more of the other partners, shall continue in the same or similar business, he or they shall be entitled to continue the

use of the firm name, but if said...

..shall not

continue in the same or similar business, then any two or more of the other partners who shall form a partnership to continue in the same or a similar business shall be entitled to continue the use of the firm name.

13. No partner shall execute or endorse personal notes or other obligations without advice to the other partners that he proposes to do so.

14. This agreement supersedes the partnership agreement heretofore existing between the same parties..

Partnership Agreement Partners to Devote Time to Partnership Exclusively No Speculative Ventures Without Knowledge of Other Partners Legal Representatives to Assume Rights and Liabilities of Deceased Partner but with no Voice in Business

AGREEMENT made.

.between..

WHEREAS, the parties above named intend to form a copartnership for the purposes hereinafter stated;

Now, THEREFORE, in consideration of the premises and of the sum of One Dollar to each in hand paid by the other, the receipt of which is hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, it is hereby agreed by and between the parties hereto as follows:

1. The name of the firm shall be.... and the partners in such firm shall be the parties to this agreement. 2. The objects for which said copartnership is formed are

in..

and in such other places as may be hereafter mutually agreed upon.

3. The said copartnership shall begin on...

and end on...

4. The capital of said firm shall be the sum of $.

5. The net profits which may result from the conduct of

said business as the same shall be ascertained as hereinafter provided, shall be divided among said partners in the following proportions:.

Any losses sustained in the conduct of the business shall be divided and borne in the same proportions.

6. Upon the last day of each month during the term of this copartnership agreement, or any extension thereof, there shall be credited to each partner upon the firm books, interest at the rate of..... % per annum upon all sums of money contributed and paid in by him as capital, and standing to his credit as such on the said books, such interest to be calculated from the date upon which said sums were contributed, or the date upon which interest was last credited upon said sums upon the books of the copartnership up to the last day of each month during the continuance of this copartnership agreement, or any extension thereof, and in the event of the termination of the copartnership, either by expiration, or limitation or otherwise, interest shall in like manner be so credited at the date of said expiration by limitation or other termination. And on and after the last day of each month the said partners shall have the right to draw out any such sums credited to their accounts as interest, as provided for in this paragraph.

$...

7. During the continuance of this agreement there shall be paid to.. . (one of the partners) the sum of per year by way of compensation to him for the advantage arising to said firm out of his.. such payment to be made in equal monthly instalments, but to continue during the term of this agreement only so long as he shall (stating the circumstance for which payment is made).

8. After the payment of all the expenses of said copartnership, including interest upon the capital subscribed thereto, and the amount specified to be paid to said..

as provided in the preceding paragraph, six months from the commencement of this copartnership agreement, or more often by consent of the parties hereto, and also at the expiration, or other termination thereof, the books of said copartnership shall be balanced and a balance sheet shall be delivered

to each partner showing the profits or losses from said copartnership, as the same shall have been accurately ascertained, and such profits shall be shared by and divided between and credited to and such losses borne by and charged to the said copartners in the proportions hereinabove set forth, and thereupon each partner shall be permitted to draw out his share of the profits, if any, so credited for the period during which the said books of said copartnership shall have been balanced.

9. It is covenanted and agreed by and between each of the parties hereto that he will not use the name or property of the said copartnership for his own private purposes, nor for any purposes whatsoever except such as may be incidental to the conduct and management of the said business in a proper manner, nor will he use the name of said copartnership for the use or accommodation of any other person, and the parties hereby agree not to engage in any other business in his or their own names or for his or their own account or benefit, or with any other person or persons, but agree to devote their entire time, attention and energy solely to the business of the said copartnership and to use his and their best endeavors to promote its interests, and the parties hereby further agree that he or they will not use his or their own names for the use or accommodation of any person, or become bond, surety, security, endorser or guarantor for any person, or purchase or sell, or agree to purchase or sell for his or their own benefit, or upon his or their own liability, any stocks, bonds or securities on a margin, or engage in any speculation in stocks or other securities or commodities without the knowledge and consent of the other parties hereto.

10. In case of the violation of any of the provisions of this agreement by any one of the partners, any partner not so violating the same, or his legal representatives, may at his or their option, and he and they are hereby authorized and empowered to terminate and dissolve the said copartnership immediately by giving a written notice of his intention to terminate and dissolve the same to the other partners and the said copartnership shall thereupon at the date specified in such notice be terminated and dissolved. Such notice may be given and served either by delivery thereof personally to the

person to whom it is addressed, or by leaving the same directed to him at the principal place of business of the said copartnership in the City of....

11. In the event of the death of a partner during the period for which this copartnership is formed, it is hereby agreed that the business of said copartnership, at the option of the surviving partner or partners, may be continued for a period not exceeding six months from such date, upon notice to be given by such surviving partner or partners to the legal representatives of said deceased partner, but such period in no event shall be construed to extend beyond the time when such copartnership would have been terminated under the conditions of this agreement. And it is further agreed that the legal representatives of such deceased partner shall be entitled to the same participation in the profits of said business and bear the losses in the same proportion as such deceased partner would have been entitled to or obligated for if living, under the terms of this agreement. The legal representatives of such deceased partner shall be afforded all reasonable opportunity for an inspection of the books and business of said copartnership as will enable them to follow at all times and from time to time the conduct of said business and satisfy themselves that it is being managed in accordance with the provisions of this agreement; provided, however, that such legal representatives shall have no voice in the control and management of said business. Said legal representatives shall have the same rights of immediate termination of said copartnership as the deceased partner would have had under paragraph 10 of this agreement, if living, and at the expiration of such period the said copartnership shall be terminated and its affairs liquidated by the surviving partner or partners under the conditions as above set forth.

IN WITNESS WHEREOF, each of the parties, for himself, has hereunto set his hand and seal, the day and year first above written.