5. The said partnership is hereby determined and dissolved as from the date of these presents and the Second and Third Partners are not to participate in any way in the business or exercise any control or rights therein, on condition, however, that the First Partner shall fully pay the said sum of $.

as herein provided, and if he fails so to do, the Second and Third Partners shall have the right and option to continue the partnership agreement in force on the day of these presents and to exercise their rights and privileges under the said partnership agreement as though the same had never been terminated.

6. In case of default, the Second and Third Partners shall have a right to retain the said sum of $. . .paid on the execution of this agreement as liquidated damages. It is agreed that there is no way of determining the exact amount of damages which the parties of the second part shall or may suffer by reason of a default in the payment of said $. . . . and that thereby they have been obstructed from entering into or engaging in any new business or ventures and from earning any benefits or emoluments during the perid ending

7. The Second and Third Partners covenant with the First Partner that neither of them has at any time heretofore except as appears by the books of the said partnership, contracted any debt or obligation which can or may charge the said First Partner or the assets of the said partnership or the partnership, nor has either of them received or discharged any of the credits, moneys or effects.

8. The Second and Third Partners agree to sign any and all other necessary papers to carry out the purport of these presents and to vest in the First Partner title to property and assets on payment of $...

9. The First Partner covenants that he will in due course pay all the debts and discharge all the liabilities of the partnership and will at all times hereafter indemnify the said Second and Third Partners against all such debts and liabilities and all actions, costs and expenses in respect thereof.

10. Each of the parties does hereby release and forever discharge the other of them from all actions, proceedings claims

and demands whatsoever which such respective releasing party has against the other of them on account of the said partnership or anything relating thereto, but so nevertheless that this present release shall not prejudice or affect any of the covenants, agreements or provisions herein contained or the rights or remedies of the said respective parties.

IN WITNESS WHEREOF the parties have hereto set their hands and seals this....day of ...

Agreement for Dissolution of Partnership Assignment of Some of Assets Equalization of Capital Contributions— Accounting

AGREEMENT made this ....day of....

tween

and

by and behereinafter described as the First Partner hereinafter described as the Second Partner.

In consideration of the sum of One Dollar, paid by each of the parties hereto to the other, receipt whereof is hereby acknowledged, and in further consideration of the mutual promises, covenants and agreements herein contained, it is hereby agreed by and between the parties hereto as follows: 1. The copartnership existing between the parties hereto under the name of pursuant to the partnership agreement dated.... is hereby terminated and is

to be liquidated as of the close of business on the day first above written. No further business or obligations on behalf of said copartnership shall be transacted or incurred by either of the parties hereto excepting for the purposes of carrying out said liquidation.

2. Said First Partner hereby sells, assigns, transfers and sets over unto said Second Partner all his right, title and interest in and to, and in relation to, all property of every kin, name and nature and wherever situated of said copartnership, excepting the following:

(a) The commercial paper of said copartnership either on hand or out on option and any sums owing to said copartnership other than the Liberty Bonds hereinafter mentioned: (b) Cash on hand or on deposit.

(c) The lease of the offices of said copartnership at

3. In the copartnership accounting, on winding up its affairs, said Second Partner is to be debited with the furniture and $. . . . . . . . face value of 4 per cent United States Liberty Bonds, all at the cost price thereof as shown by the books of said copartnership.

......

4. There shall be no distribution among the parties hereto as such partners of cash of said copartnership until all liabilities thereof, other than on said lease, are settled, and said commercial paper and sums due said copartnership mentioned in subdivision (a) of paragraph 2 hereof have been either sold at prices mutually agreed upon or collected. When all liabilities of said copartnership, other than on said lease, have been paid, distribution of funds on hand shall be made to said First Partner on account of his capital account in said copartnership until his capital therein is reduced to an amount equal to the capital account of said Second Partner in said copartnership. The foregoing provisions of this paragraph, however, shall not apply to the assets of said copartnership which on the date hereof are to become the property of said Second Partner as aforesaid. After all liabilities of said copartnership have been paid or liquidated there shall be an accounting and final distribution among the parties hereto.

5. On and after the..... no check on any bank account of the said copartnership shall be drawn by either party hereto without the countersignature of the other party hereto.

6. This agreement shall bind and inure to the benefit of the parties hereto, their respective executors, administrators and assigns.

IN WITNESS WHEREOF each of said parties has hereunto set his hand and seal, in duplicate, the day and year first above written.

Purchase by Surviving Partner upon Death of Partner

AGREEMENT made.

and....

WITNESSETH:

between..

WHEREAS we are and have been for some time past partners doing business under the firm name of....

and desire

to provide for the sale of the business of said firm in the event of the death of either one of the partners by the purchase by the survivor of the interest of the deceased, we therefore agree as follows:

1. Upon the death of one of us, the business shall be continued until the... ..succeeding the death of the deceased partner, and the surviving partner shall have the option to keep invested in the business of the firm, as a loan, the amount of capital appearing upon the books of the firm to the credit of the deceased partner upon the first day of...... following the death of said deceased partner, and after the taking of inventory, the amount of capital appearing on the books of the firm to the credit of the said deceased partner, upon the following terms and conditions:

2. If the surviving partner shall elect to exercise this option, he shall serve upon the legal representatives of the deceased partner, by registered mail within thirty days from the issuance of letters of administration or letters testamentary to the legal representatives of the deceased partner, written notice of such election.

3. The surviving partner shall pay interest at six per cent on the amount invested in said business on the first days of February and August, and the estate of the deceased partner shall not be entitled to any additional profits of the said business after... .succeeding his death.

4. The surviving partner hereby agrees to hold the estate of the deceased partner harmless from any and all loss which shall be sustained by the partnership subsequent to.... after his death.

5. The surviving partner shall pay the amount of the capital to the credit of the deceased partner on... succeeding

his death, to his legal representatives in five equal installments as follows: one, two, three, four and five years after the first day of February succeeding the death of said partner.

6. It is agreed that the estate of the deceased partner shall not be liable for any debt incurred after... .succeeding

his death.

7. The surviving partner may at any time prior to the time fixed for the making of the payments provided for in clause

(d) pay the same to the legal representatives of the deceased partner at the expiration of thirty days after the personal service of a written notice of his intention to make such payment.

Agreement of Partner to Withdraw upon Payment

Williston, Sections 521, 1868.

AGREEMENT made..

between..

hereinafter referred to as the retiring partner, and..

..hereinafter referred to as the continuing partners,

WITNESSETH:

1. The retiring partner hereby withdraws from the firm of .of which he up to this date has been a partner, and hereby sells, assigns, transfers and sets over to the continuing partners, all his right, title and interest in and to said firm and in and to the assets and property of said firm, upon the following terms, which the continuing partners agree to conform to and comply with:

2. The continuing partners agree to pay and discharge all debts and liabilities of said firm and to indemnify, save and keep harmless the retiring partner of and from any liability therefor.

3. The continuing partners agree to pay to the retiring partner $......