Partnership Agreement, made this......day.........

of........, 1916, between...............,...............,

..............., all of the City of............, and.....

.........., of.....................

1. The said parties hereby form a general partnership and agree to be general partners together therein in the business of ..........................................., and all incidental business, under the firm name of..............., said partnership to have its principal office in the City of

............, with a branch office in............., and further offices at such other places as the partners may from time to time agree upon.

2. The said partnership shall commence on the......day of

..............., and continue until terminated by mutual agreement or by notice in writing served by any partner on the others terminating the partnership at a time to be stated in such notice, which shall not be less than one year after the service of such notice.

3. By mutual assent, contributions to capital may be made from time to time by any of the partners or any of such contributions may be withdrawn. Such contributions may be made in cash or in stock or securities, provided that if made in stocks and securities they shall be acceptable to all the partners. Such contribution shall, as between the partners and for all purposes of profits or settlement of partnership affairs, be treated as loans by the partners respectively, and each partner shall be entitled to receive interest at the rate of......per cent per annum upon the amount of his cash contributions, and to receive the dividends and interest paid on any stocks or securities contributed in lieu of cash, before any profit shall be estimated or divided.

4. Of the net profits of such business, said...............

shall receive........per cent. said..............., ......

per cent, said..............., ......per cent, and said

..............., ......per cent. division and distribution to be made from time to time as may be agreed upon, and all losses of said business shall be borne by said partners respectively in the same proportion.

5. Said...............shall be entitled to draw on account of his share of the profits up to the amount of $..........in each year; said...............shall be entitled to draw on account of his share of the profits up to the amount of $.......

in each year; and said...............shall be entitled to draw on account of his share of the profits up to the amount of $............in each year; and if at the end of any fiscal year the share of said.........., or of said.........., or of said......... .in the profits of that year shall not equal the amount of his drawings for that year, nevertheless he shall be entitled to retain the amount of such drawings, the excess thereof over his share of the profits for that year to be charged to him against his share of the profits for succeeding years, but it is understood and agreed that, at the termination of this partnership in any manner, any amounts then remaining so charged to said.........., said.........., or said........

shall be cancelled and shall be personally assumed by said

.........................................

6. Full and true accounts shall be kept showing all the transactions of the partnership, which accounts shall be accessible to all the partners, and each partner agrees that all transactions made by him for such partnership shall be entered in said books. No partner shall sign the firm name or otherwise contract for the firm, except in and for the ordinary business thereof.

7. In case of the death of said...............during the continuance of the partnership, his capital shall (except as hereinafter provided), if his executors so elect, remain in and at the risk of the business for a period of five years (or so much thereof as his executors may determine) after the........day of..........next after his death, his estate to receive all interest, dividends, profits and other emoluments of the partnership the same as would have been the case if he had 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................