the representatives of his estate the sum of $. and the surviving partners shall assume, and hereby agree in such case to assume, all liabilities and obligations of this partnership or any predecessor. 11. In case of the death of any partner, the representatives of his estate shall accept the sum agreed to be paid as above provided as a full and final settlement of the amount to which the estate of such deceased partner shall be entitled, without any investigation or examination of the partnership property, books or accounts on the part of such representatives or of any other person in the interest of the estate of such deceased part ner. 12. No party 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 no party shall, without like consent, become endorser, guarantor or surety for any other person. 13. This agreement shall bind the several parties, their executors and administrators. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written. 1. Said parties hereby form a limited partnership for the purpose of conducting a general business in... . . . . and all business incidental thereto, under the firm name and style of. said business to have its headquarters in the City of.... 2. Said partnership shall commence on the.... of... on the..... day and shall terminate at the close of business .day of... 3. The capital with which said partnership shall commence .in cash. Of the cash capital, $. . . . business is $... tributions aforesaid, and any additions thereto by any of the partners, as hereinafter provided, as between the partners and for all purposes of division of profits and settlement of partnership affairs, shall be treated as loans by the said partners respectively. Each partner shall be entitled to receive interest at the rate of six per cent per annum, payable quarterly, upon the amount of the said contribution made by him before any profits shall be estimated or divided. Interest upon the capital contributed by said.... .shall be paid before the interest upon the capital contributed by the other members of the partnership, and, as between said partners, shall be entitled to priority. Any partner may, with the assent of the others, increase his contribution, and thereby increase the amount upon which he shall receive interest, but not thereby varying his share in the profits of the partnership, as hereinafter fixed. 4. Each of the said General Partners shall receive compensation for services rendered in connection with the business of the partnership in the form of a salary, which shall be paid to each monthly. .shall receive for his services a salary of $..........a year. Said.... shall receive for his services a salary of $.... Said. $. Said... . a year. services a salary of $... partnership shall be from.. shall receive for his .a year. The fiscal year of the ...to.... 5. After payment of the expenses of the partnership, including said salaries paid to the General Partners, the net profits of the business shall be divided and distributed quarterly beginning at the close of business on.. Said Special Partner shall receive... as follows: % upon the first or any part thereof, of said net profits and .% on all net profits in excess of $... The net profits remaining after the said payments to the said .shall then be divided and distributed as follows: The losses, if any, incurred by said partnership shall be borne by the General Partners in the above proportions. 6. By mutual consent or by action of a majority of the General Partners, the salaries of any of the General Partners may be changed and the percentage of distribution of the net profits of the business may be changed without dissolution of the partnership; provided, however, that the total amount paid in salaries shall not be increased without the consent of the said.. 7. None of the General Partners shall carry on any individual speculations. None of the General Partners shall become surety or guarantor upon any bond or undertaking, nor borrow any money, nor execute any note, undertaking or obligation whatever, without the consent of the other General Partners, nor shall any General Partner sign the firm name or otherwise contract for the firm, except in and for the regular and ordinary business thereof. The Special Partner shall not sign for the partnership nor bind the same, nor transact any business on account of the partnership, nor be employed for that purpose as agent, attorney or otherwise. 8. In the event of the death of said. said partnership shall cease. The death of any of the other General Partners or of the Special Partner shall not operate to dissolve the partnership, but the same may be carried on at the option of the surviving partners for a period not to exceed twelve months from the death of any of said partners. In case the said partnership is continued, the surviving partners may pay the cash capital contributed by the deceased partner to his legal representatives in full upon the last day of the current or any succeeding quarter, and thereupon the partnership shall terminate. In any event, however, not less than onehalf of the cash capital contributed by the deceased partner shall be paid to his legal representatives within six months from the date of his death, and the remaining one-half of the cash capital contributed by him within twelve months from the date of his death. So long as any of the cash capital contributed by the deceased partner shall remain in the business, his legal representatives shall be entitled to participate in the profits of the partnership upon the same basis as the deceased partner would have participated had he survived. Under no circumstances shall the legal representatives of the deceased partners have any right of active control or interference in the affairs of the partnership. 9. In the event of the death of the said. right to the use of the firm name,.. the .shall cease 's interest in said partnership as soon as the said.... shall terminate. In case of the dissolution of said partnership for any cause other than the death of the said..... right to the use of the firm name,. the shall belong to the said... and the other parties hereto agree to make no claim whatever to the right to the use of the said name. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written. Partnership Agreement Miscellaneous Provisions of Special Nature AGREEMENT dated.... between. hereinafter referred to as the "First Partner," and. hereinafter referred to as the "Second Partner." WITNESSETH: 1. The First Partner and the Second Partner agree to form a partnership to engage in the business of manufacturing and selling. under the firm name of.... hereinafter referred to as the "partnership." 2. The partnership hereby created is to begin on the day of the execution hereof and to continue until.. At the date last mentioned, the partnership is to be deemed renewed for an additional period of. one of the parties shall, more than. years, unless .months prior to such date, give written notice to the other of his intention to terminate such partnership. Similarly, at the expiration of years hereunder, the partnership shall each term of..... years, unless one of the parties shall give at least. months' written notice to the other of his intention to terminate the partnership at the end of such.... . year period. The mailing of such notice hereunder by either party to the other at the last known residence address of the other party, shall be deemed sufficient notice of termination. 3. The Second Partner has contributed the sum of $.... ...to the capital of the partnership; the First Partner will contribute the sum of $.. ..to the capital of the partnership within one month from the date hereof; provided that before the end of such month, the Second Partner shall have furnished a bond in accordance with the provisions of Paragraph "9." hereof, or the First Partner or his attorney, .shall have waived in writing, the furnishing of such bond. Such contributions shall not bear any interest. The parties hereto or either of them may, from time to time, make further contributions upon such terms as may be agreed upon between them. Should any such further contributions to the firm be made, without express agreement as to the terms thereof, such further contributions shall, as between the parties hereto, be deemed loans by the party so contributing to the firm and shall bear compound interest at the rate of five (5%) per cent per annum compounded annually from the date of such contribution. 4. The main office, factory and headquarters of the partnership shall be located within the City of..... or at such other place or places as may be agreed upon by the parties hereto. 5. The actual management of the business shall be in the hands of the Second Partner. The Second Partner agrees to devote his best efforts to the management of the said business and to the furtherance of its objects and to the profit of the said business and will devote all his time to the partnership business. It is understood that the First Partner is engaged in the business of dealing in the City of..... State of . . . . ; such business of the First Partner is ex |