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Rhode Island ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) Partnership Agreement--Long 7 e) __________________________________ (Name ­ Please Print) PARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) PARTNER: ARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) PARTNER: ___________________________________________________ (Signatur_____. [Remainder of page intentionally left blank] Partnership Agreement--Long 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. P notice as set forth above. Partnership Agreement--Long 5 23. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________ Partner Name: Address:_________________________ ________________________________ ________________________________ Any Partner may change his/her address from time to time by providinge: Address:_________________________ ________________________________ ________________________________ Partner Name: Address:_________________________ ________________________________ ________________prepaid, or delivered by overnight delivery service, addressed as follows: Partner Name: Address:_________________________ ________________________________ ________________________________ Partner Namad been originally included in this Agreement. 22. Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage to the subject matter of this Agreement. 21. Amendment: This Agreement may be modified in writing and must be signed by all Partners. Such amendment shall be have the same force and effect as if it hy prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relatingake the provision valid, then such provision shall be deemed to be construed as so limited. 20. Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes an force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such Partnership Agreement--Long 4 provision would mance with every provision of this Agreement. 19. Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full. 18. Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners' right to subsequently enforce and compel strict compliuccessors and permitted assigns. 17. Cumulative Rights: The Partners' rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by lawemain the property of the remaining Partners. 16. Binding Effect: The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, s____________________________________________________________ 15. Name: If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall rnt as determined by an appraiser selected by the Partnership. [_] other: _________________________________________________________ ________________________________________________________________ ____artner's Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetentcy. [_] the fair market value of the withdrawing or deceased Partner's capital accoumaining Partners will pay the withdrawing Partner or his/her estate the following: (check the applicable box denoting the appropriate buyout mechanism) [_] the balance of the withdrawing or deceased Ps decide to buyout a withdrawing, deceased or incompetent Partner's Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the re(30) days: i) unanimously agree to buyout the deceased or incompetent Partner's Partnership Interest and continue the Partnership or ii) terminate the Partnership. 14. Buyout: If the remaining Partnerartnership. Partnership Agreement--Long 3 C. Partner Death. In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the remaining Partners must within thirty tion to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partner's Partnership Interest and continue the Partnership or ii) terminate the P gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 6. B. Withdrawal. If one Partner notifies the other Partners of his intene Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their Capital Accounts, as computed after reflecting all losses orny time upon unanimous agreement of the Partners. Upon the decision to terminate, the Partners will promptly liquidate the Partnership business and assets and wind-up its business by selling all of thansferee agrees to be bound by all provisions of this Agreement and to become a Partner as described herein. 13. Termination of Partnership: A. Unanimous Agreement. The Partnership will terminate at atgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part, unless: i) the remaining Partners all agree to such a disposition of Partnership Interest and ii) the proposed tro his name. PARTNER SALARY $ $ $ $ (If no Partner is to receive a salary, write "none" in the box above.) 12. Transfer of Partnership Interests and Rights: No Partner shall sell, assign, encumber, mor. Sign a security agreement or mortgage on behalf of the Partnership; or I. Sign a lease on behalf of the Partnership. 11. Salaries: Each Partner will receive the salary in the amount appearing next tedit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than $_________________________; G. Confess judgment against the Partnership; HBorrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing; E. Forgive any debt on behalf of the Partnership; F. Pledge the crte value greater than $___________________; Partnership Agreement--Long 2 C. Purchase any property or goods on behalf of the Partnership with an aggregate value greater than $_________________; D. ess than ________%, no Partner shall: A. Hire or discharge any employee for the Partnership's business; B. Enter into any agreement or series of agreements on behalf of the Partnership with an aggregae equal rights in the management of the business in the ordinary course of business. B. Prohibited Acts: Without the consent and agreement of Partners having an aggregate Partnership Interest of not l and each Partner shall have access to the books and records at all reasonable times. 10. Management A. Operations: Except as all of the Partners may otherwise agree in writing, the Partners shall hav of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership. Such books and records shall be maintained at the principal office of the Partnershiptnership may/must (circle one) be signed by: (name the Partners)___________________________ ________________________________________________________________. 9. Accounting: Accurate and complete books TOTAL 7. Distributions: the Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution. 8. Checks: Checks in the name of the Pares of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the following proportions ("Partnership Interest"): PARTNER PARTNERSHIP INTEREST % % % % 100%ons (the "Capital Accounts"). No Partner shall be allowed to withdraw from his/her Capital Account without the written consent of all of the other Partners. 6. Profits and Losses: the profits and losson, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partner's share of the Partnership's profits as decreased by his/her share of the Partnership's loses and distributi CONTRIBUTION $ $ $ $ PARTNER 5. Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partner's Initial Contributi 4. Capital Contribution: On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the "Initial Contributions"). INITIAL CAPITALtime to time by agreement of the Partners. 3. Term: The term of the Partnership will begin on _____________________, _________________ and will continue until terminated as provided in this Agreement.ess: The principal place of business of the Partnership shall be ______________________________________________ _______________________________________________________________ and may be changed from _______________________ (provide short description) and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement. 2. Principal Place of Businip under the name of ____________________________________________________________ (the "Partnership"). The Partnership's business is to ______________________ _________________________________________ting out its terms and conditions; NOW THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows: 1. Name and Business: The parties hereby form a partnersh______ (each a "Partner," collectively referred to as the "Partners"). WHEREAS the parties wish to enter into a partnership with one another and formalize such partnership with a written agreement setTNERSHIP AGREEMENT This Partnership Agreement (the "Agreement") is made as of _______________, ___________, by and between _______________________________________ and _________________________________our state before entering into a partnership agreement. Furthermore, before using this form you should consult with your attorney to ensure that it addresses the needs of your specific situation. PARng partnerships may differ dramatically from state to state (e.g. some may require a registration of the partnership and partnership agreement); therefore you should become familiar with the laws of y, authority and responsibility. If the owners of the business do not make a written partnership agreement, state partnership law will dictate the rights and obligations of the owners. The laws governiss will operate and the commitments of the parties, including: i) the nature of each partner's contribution to the business, ii) how the partners will share profits and loses, and iii) decision makinge own a business together and do not designate the enterprise as some other type of business entity (e.g. corporation or LLC). But by creating a partnership agreement, you can spell out how the businet is formed and governed, which also leads to variations in its complexity. Generally, nothing is required to establish a business as a partnership; it will happen automatically when two or more peopl of this arrangement is that partners will also be liable for the partnership's debts and obligations. Because a partnership is defined broadly by state law, there is considerable flexibility in how ioverning termination, buyout of a partner and other subjects. Typically in a partnership each partner will participate in the control of the business and directly share in its profits. The consequencef two or more people (not a husband and wife) in their ownership of a for-profit business. The Partnership Agreement ­ Long Form differs from the Short Form because it includes additional provisions grms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. INFORMATION Partnership Agreement ­ Long Form A partnership agreement is a document that formalizes the partnership osulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. [_] The purchase and use of these fofrom state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first conr records. [_] If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners. [_] Laws vary from time to time and (3) the Partnership Agreement. [_] Each "partner" must sign the Partnership Agreement. [_] Multiple copies of this document should be signed so that each partner can keep a signed original for his/heInstructions & Checklist Partnership Agreement ­ Long Form [_] This package contains: (1) Instructions and Checklist for the Partnership Agreement; (2) Information about the Partnership Agreement; and Rhode Island