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PARTNERSHIP AGREEMENT

This Partnership Agreement (The "Agreement") is made as of this

day of

20

(the "Effective Date" by and between/among:

Partner(s):

Located at

And

Located at

And

Located at

And

Located at

And

Located at

(each, a "Partner" and collectively, the "Partners")

1. Partnership Name and Purpose. The Partners agree to form a partnership under the name of 

[Partnership name] (the "Partnership"). The Partnership will be governed in accordance with the laws of the State of

The Partnership has been formed on the terms and conditions set forth below to engage in business of

[Partnership Purpose] and to engage in any and all other activities as may be necessary, related or incidental to carry on the business of the Partnership as provided herein.

2. Place of Business. The principal office of the Partnership will be located at

or at such places as the Partners shall determine from time to time.

2. Partnership Term. The Partnership shall commence on

20

and will continue until: 

(Check One)

20

It terminates in accordance with the terms of this Agreement,

unless terminated earlier in accordance with the terms of this agreement

4. Partners' Capital Contributions. The Partners will contribute to the Partnership: (Check one)

Within

day(s) of the Effective Date

On or Before

20

The Partner's cash contribution will be:

$

$

$

$

The Partner's non-cash contribution contribution will be:

Item

$

Item

$

Item

$

Item

$

5. Partners' Capital Accounts. The Partnership will establish and maintain for each Partner a separate capital account consisting of the Partner's capital contributions. A Partner may not withdraw any portion of capital from his or her capital account without the writtent consent of all Partners.

Capital Account Interest (Check One)

Interest, at the rates and times as determined by the Partners, will be paid on the capital account of any Partner.

NO interest will be paid on the capital account of any Partner.

6. Profits and Losses. The net profits and losses of the Partnership will be divided (Check One)

Equally between the Partners

According to the same proportion as the Partner's capital contributions to the total capital contributions of the Partnership

According to the following percentages:

Will Share

% of the net profits

% of the net losses

Will Share

% of the net profits

% of the net losses

Will Share

% of the net profits

% of the net losses

Will Share

% of the net profits

% of the net losses

7. Partner's income Accounts. The Partnership will establish and maintain a separate income account for each Partner. Each Partner's share of the Partnership profits and losses will be credited to or charged against his or her income account. If there is no positive balance in a Partner's income account, losses will be charged against his or her capital account.

Income Account Interest (Check One)

Interest, at the rates and times as determined by the Partners, will be paid on the income account of any Partner.

NO interest will be paid on the capital account of any Partner.

8. Partner's Salary and Drawings.

Salary (Check One)

will receive a salary of $

Per

(Check One)

Month

Quarter

Year

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