in

have the right and privilege during said period of five months to devote such of their time and attention as may be reasonably required by them for making purchases, sales and contracts for the new firm to be organized by them subsequent to.. and in such event inventories shall be taken on. the customary manner except the good outstanding accounts shall be valued at......per cent of their gross amount, and doubtful outstanding accounts shall be valued by adjustment between the parties and the interest of the partner retiring from the business shall be paid to him, one-half in cash not later than... and the remaining one-half by the partners continuing the business giving their joint promissory note to the partner so retiring for the remaining one-half of his interest, payable.. thereafter, bearing interest at the rate of....per cent. In determining the interest of the retiring partner, there shall be charged against the interest of the partners remaining a reasonable amount for expenses which may be incurred in making purchases and sales for the account of the new partnership to be organized on or after..

20. In the event of the dissolution of this co-partnership by the exercise of the option hereinbefore given to the Third Partner on... the new special partnership may be continued under the same name as this general partnership, but upon the termination of the period of said special partnership, the said firm name shall not thereafter be used, and generally, it is agreed that in the event of the retirement of any member of this co-partnership, or upon the death of any member of this co-partnership, the said firm name shall not be continued by the remaining members or by the surviving members, as the case may be. In arriving at the value of the interest of any retiring or deceased partner, as hereinbefore provided, there shall be no charge against the remaining partner or partners for the good will of the business.

Partnership Agreement Continuation of Firm in Event of Death of One Partner-Control by One Partner Rights of Legal Representatives of Deceased Partner

all of the City of New York.

.day of..

In consideration of the agreements herein contained, the parties agree with each other as follows:

1. Said parties shall be partners, for the period and on the terms herein stated, in a general partnership which is hereby formed under the firm name and style of "

for the purpose of carrying on a general.

business, and of transacting such other business as the parties hereto may from time to time determine and agree upon, with its principal office in the City of. . . . .

2. Said partnership shall continue for a term commencing on the.....day of.. and ending on the.....day

of... ; provided, however, that in the event of the death of any partner during said term, the business of the partnership shall nevertheless be continued until one year from the date of his death, even though said year shall expire after said.....day of... unless the surviving partners choose to liquidate the business prior to the expiration of such year. During such year, or such portion thereof as the partnership business may be continued as aforesaid, the capital and interest in the partnership assets of each of the partners shall remain in the business, the business shall be conducted by the remaining partners or the survivor of them, and the representatives of a deceased partner shall be entitled to the same proportion of profits that the deceased partner, if living, would have received.

3. The capital with which said partnership will commence business is $.. of which $.....

..is contributed by.

contributed by...

tributed by..

.

4. Of the net profits of said business,.

receive.

.per cent, per cent, and.

shall receive....

shall receive......per cent,

and all divisions of profits shall be in the above proportions. The decision or direction of.... .shall be controlling with respect to the financial business and affairs of the partnership, and he shall determine the amount of profit to be divided from time to time during the partnership term, and the partners shall share in the profits during said term only as divided in accordance with his determination; provided, however, that in the event of his death, divisions or distributions of profits may be made with the consent of both of the remaining partners, or by the survivor of them. All the losses of said business shall be borne by the partners respectively in the proportions above provided for the division of profits.

5. Books of account shall be kept showing all the transactions of the partnership, which books shall be accessible to any of the partners, and each partner agrees that all transactions made by him for said partnership shall be entered in such books.

6. Upon termination of the partnership at the expiration of the period of the partnership agreement, or by the death of any partner as aforesaid, an account shall be taken and rendered of the affairs and business thereof and division of its assets shall be made in the proportions above provided for the division of profits. In taking such account, however, the goodwill and firm name shall not be valued as a partnership asset, but shall belong to the continuing or surviving partner or partners. The representatives of a deceased partner shall accept as true the account furnished by the surviving partner or partners without any examination by or on behalf of such representatives; and it is hereby agreed that the determination by the surviving partner or partners of the amount to which the estate of a deceased partner shall be entitled shall be final and conclusive.

IN WITNESS WHEREOF, said parties have hereunto set their hands and seals (in triplicate) the day and year first above written.

as

Partnership Agreement Expiration on One Year's Notice of Cancellation-Contributions to Capital Treated Loans Division of Profits-Drawing Accounts-Death of Partner Capital to Remain in Firm-Payments to Estate of Deceased Partner-Use of Firm Name on Dissolution

1. The said parties hereby form a general partnership and agree to be general partners together therein in the business of and all in

cidental 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, 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

or of said...

year the share 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... or said... shall be cancelled and shall be personally assumed by said

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.

.during the

7. In case of the death of said.. 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