Agreement, made...................., between......

.............., hereinafter described as the "Present Partners," and........................., hereinafter 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, expires on the........day of............, in the year

........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.