Partnership Contract, General Form, With Provision for Continuation of Firm after Withdrawal of One Partner and Option to One Continuing Partner to Retire upon Notice and Become Special Partner.

Williston, Sections 229, 330, 345, 346, 388, 475, 489, 512, 521, 731, 783, 1147, 1212, 1240, 1258, 1431, 1442, 1446, 1637, 1644, 1773, 1774, 1805, 1868, 1875, 1902, 2038;

Housman v. Waterhouse, 191 App. Div. 850, 182 N. Y. Supp. 249.

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

hereinafter described as the "First Partner,"........hereinafter described as the "Second Partner," and............., hereinafter described as the "Third Partner " as follows:

Whereas the parties hereto, together with one............

were heretofore partners under the firm name and style of ...............and...............

Whereas the said partnership was dissolved by consent

...............by the withdrawal from said firm of the said

...............and his interest in the said firm having been transferred by him to the parties hereto, and it being the desire of said parties to organize a new partnership under the terms and conditions hereinafter set forth.

1. The parties hereby agree to become partners in the business of................

2. Name. The business of the said partnership shall be conducted under the firm name and style of................

3. Term. The said partnership shall commence..........

and shall continue until.............

4. Place of Business. The business of the said partnership shall be conducted at such place or places in the..............

as shall be agreed by the parties.

5. Capital Contributions. Each of the parties hereby contributes to the capital of the partnership the amount of his share or interest in the business appearing upon the books of the former firm of..............., and which said respective amounts are as follows: The First Partner,.................

.......Dollars; the Second Partner,...............Dollars; and the Third Partner,..........Dollars.

6. Withdrawal of Capital. It is agreed that in no event shall any one of the parties withdraw from the firm any amount which will reduce his capital account below $...............

Any of the parties whose capital account is in excess of $.....

.........., may withdraw such excess amount at any time after having given........days' written notice of his intention to do so.

7. Interest on Capital. Interest shall be credited to the capital account of each of the partners at the rate of........

per cent per annum, and such interest shall be charged to the expense account of the firm.

8. Salaries. Each of the parties hereto shall be entitled to and shall receive a salary at the rate of $................

per annum, which shall be charged to the expense account of the partnership, and none of the partners shall draw any sum in excess of the said $..........without the consent of all of the parties.

9. Duties of Partners. Each of the parties agrees to devote his entire time, skill and energy to the best interests of the business of the partnership during the continuance thereof, and unless all consent in writing, none of them will, during the existence of the said partnership, become directly or indirectly in any manner interested in any business, occupation or pursuit whatsoever other than the business of the said partnership; and unless all consent, none of them will, during the continuance of the said partnership, become liable in any way whatsoever by reason of any matter or thing not connected with the said co-partnership, either as endorser, surety or otherwise, and unless all consent, none of them will speculate in stocks, securities or other commodities of any kind or nature whatsoever, upon margin, in his own name or otherwise, or become interested with others in such speculations in any form or manner whatsoever.

10. Profits and Losses. The profits arising out of the conduct of the business shall be divided between the parties equally, share and share alike, and the losses shall be borne in the same proportion.

11. Accounts and Books. Full, just, true and accurate accounts shall be kept of all matters relating to the business to be conducted by the partnership, and the books containing such accounts shall at all times be open to the inspection of all the parties hereto.

12. Inventory. On......., and the ........in each year during the continuance of the partnership, there shall be taken a full and complete inventory of the business and the parties shall render each to the other a just and true account of all matters and things relating to the said business at the time of taking of such inventory, whereupon the profits and losses, as the case may be, shall be ascertained and equally divided, If profits have been made each partner shall be credited with his share thereof; and if losses have been sustained each partner shall be charged with his share thereof.

13. Option of one Partner to Retire. The Third Partner shall have the right and option, on.............of retiring from the partnership, provided he shall have given the other partners written notice not later than..........., of his intention so to do. In the event of the Third Partner so retiring, an inventory shall be taken on........, of all of the assets of the firm in the same manner usually employed by the firm except that all good outstanding accounts shall be valued at

........per cent of their gross amount, and the value of all doubtful accounts shall be adjusted by agreement. In such event, the Third Partner shall receive, on or before.....

........., from the partnership, one-half of his interest, to be determined as aforesaid, in cash or duly certified check, and there shall then be immediately organized a copartnership under the name of................in which the First and

Second Partners shall be general partners, and to which they shall contribute all of their interest appearing as of..........