Partnership Agreement-Partners Admitting Employees as New Members-Partners Retaining Ownership of Present Assets and Good-will-Drawing Accounts-Death of One of Partners

AGREEMENT, made..

ners, and..

between..

hereinafter described as the "Present Parthereinafter described

as the "New Partners," severally of the City and County

of..

WHEREAS the Present Partners have for many years last past been engaged in business as...... in the City of... under the firm name and style of..... which partnership, by its existing articles, .day of.. in the year

expires on the..

and

WHEREAS said Present Partners have agreed to take into said firm and to associate with themselves as members of the existing firm the above-named New Partners, who have severally been in the employ of said firm for many years last past, upon the terms and conditions herein set forth;

Now, THEREFORE, THIS INDENTURE WITNESSETH: That the said parties hereto, for and in consideration of the premises and of the mutual covenants herein contained, and of the sum of one dollar to each in hand paid by the other, have mutually covenanted and agreed as follows

1. The said business shall be continued as heretofore, in the City of.... under the firm name and style of

....

The said copartnership shall commence as of.. and shall continue until and including the.. ..day of

2. Inasmuch as the Present Partners have contributed to such copartnership the entire plant and the existing capital, it is agreed that the good-will of the said business, the firm name and the plant and capital, and any lease of offices held or to be held during the partnership, shall be the exclusive property of the Present Partners and that on the dissolution of the firm, or in case of the death of any of the New

Partners, no interest shall exist in favor of such New Partners, or any of them, or their representatives.

3. The said New Partners shall severally respectively devote their whole time and energy exclusively to the business of the firm.

4. Regular books of account are to be kept, and the financial business and affairs of the firm shall be under the general management of... . (one of the Present Partners)

and shall be conducted as heretofore.

5. Said Present Partners shall each receive...

per cent, and the said New Partners shall each receive.. per cent out of the profits of the firm in each and every year during the partnership.

The said Present Partners shall be entitled to draw $..

each on the first of each and every month; and the said New Partners shall be entitled to draw the sum of $. each, in each and every week; and settlements shall be made once in........months of profits based on actual receipts only, and debits entered in case of over-payments by such monthly or weekly drawings, or additional divisions made in case further profits are on hand for division.

6. It is further agreed that the death of any of the parties hereto during the continuance of this agreement shall not operate as a dissolution of said copartnership, but the same shall be carried on by the survivors for the full term of the partnership as is herein provided, accounting being made to the deceased partner's representatives for the interest of the deceased partner at the time of his death, the value of the deceased partner's interest to be fixed in every instance by the surviving partners, if any question or difference arises; the capital of the firm, however, shall remain, in case of the death of any partner until the expiration of the partnership. All profits received after the date of this instrument, whether for new or old business, shall be deemed profits of the firm as hereby constituted and divided as is herein set out.

(Alternative Provision as follows:)

6. It is further agreed that the death of any of the parties hereto during the continuance of this agreement shall not operate as a dissolution of said copartnership, but the same

shall be carried on by the survivors for the full term of the partnership as is herein provided, accounting being made to the deceased partner's representatives for the interest of the deceased partner at the time of his death, the value of the deceased partner's interest to be fixed in every instance by the surviving partners, if any question or difference arises; the amount to which the estate of a deceased partner shall be entitled for profits, interest in the firm, good-will or otherwise, shall be the amount to which such deceased partner shall be entitled on the day of his death, and, in addition thereto, an amount equal to a share in the profits of the firm, according to the partnership articles, for six months following the date of his death, to be made up in the usual manner by balancing the books. These amounts shall be conclusive, and the only amounts to which a deceased partner's estate shall be entitled for any interest of such deceased partner in the firm, of any kind or nature. The good-will, and the firm name, plant and capital shall remain, as heretofore, the property of the surviving members of the original firm, and shall belong to the survivor of them; the capital of the firm, however, shall remain, in case of the death of any partner, until the expiration of the partnership. All profits received after the date of this instrument, whether for new or old business, shall be deemed profits of the firm as hereby constituted and divided as is herein set out. 7. It is further agreed that none of the parties hereto shall, without the consent in writing of all of the other parties, in any way use the firm name or credit, either directly or indirectly, whether by endorsement, guaranty or otherwise, except for firm business; and none of the parties shall, without like consent, become endorser, guarantor or surety for any other person.

8. This agreement shall bind the several parties, their and each of their executors, administrators and assigns.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.

Partnership Agreement-Senior Member Owning All Assets and Directing Financial Affairs and Business of Partnership-Payments to Estate of Deceased Partner-Use of Firm Name

AGREEMENT made...

between.

hereinafter described as the Senior Member,

hereinafter described as the Other Present Partners and hereinafter described as the New Partner. WHEREAS the parties hereto, with the exception of the New Partner, have heretofore been partners in business as.. which partner

....under the firm name of.

ship expires this day; and

WHEREAS the parties hereto desire to continue said business; NOW, THEREFORE, THIS INDENTURE WITNESSETH:

THAT the parties hereto have agreed as follows:

1. Said business shall be continued by the parties hereto as partners under the same firm name until and including the day of..

2. The good-will, firm name, plant, contracts and capital of the predecessor partnership, and any lease of offices held by it are now the exclusive property of the Senior Member. Any further good-will, plant, contracts, capital and leases acquired by this partnership shall be the exclusive property of said Senior Member. The use of the foregoing assets, however, is contributed by said Senior Member to this partnership for the term thereof, subject to the assumption by this firm of all the liabilities attaching thereto. Any of such liabilities remaining at the end of said term shall be assumed by said Senior Member unless this partnership shall be extended. Except as herein expressly provided, no other partner shall have any interest in any of the assets of this partnership.

3. The said Other Present Partners and New Partner shall devote their time and energy exclusively to the business of this partnership.

4. The financial business and affairs of this partnership shall be under the management of said Senior Member, who shall determine from time to time the amount of profits to be

divided, and the partners shall be entitled to share only in profits divided within the term of the partnership in accordance with his determination.

5. The division of net profits shall be as follows:

6. All profits divided after the date of this instrument, whether on new or old business, shall be deemed profits of this partnership and divided as herein set out.

7. The Senior Member shall be entitled to draw $....

on the first of each month, and the said Other Present Partners and New Partner shall each be entitled to draw the sum of ...on the first of each month; the amounts so drawn to be charged as anticipated payments of profits.

8. The death of any party hereto during the term of this partnership shall not operate as a dissolution of the partnership, but the same shall be carried on by the survivors for the remainder of said term.

9. In case of the death of the Senior Member during said term, the surviving partners shall pay to the representatives of his estate the sum of $.. ..and shall indemnify his

estate against all liabilities and obligations of this partnership or any predecessor, and thereupon the surviving partners shall be, and shall be deemed to be, at the date of the death of said Senior Member, the owners of the good-will, firm name, plant, contracts, capital and other assets of this partnership and its predecessors, subject to the following agreement as to the use of the firm name: After the death of said Senior Member, the surviving partners shall carry out all existing contracts under the firm name of.... and for three

years after the death of said Senior Member, but not longer, new business may be taken under said firm name. After the adoption of a new firm name, however, the survivors shall have the right, so long as any three members of the present firm remain members of the new firm, to couple with the new firm name the phrase "Successors of.

10. In case of the death of any other partner during the term of this partnership, the surviving partners shall pay to