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1. Name

The name of the partnership shall be the [NAME OF PARTNERSHIP] partnership.

2. Premises

The principal office of the partnership will be located at: [ADDRESS OF PRINCIPAL OFFICE OF PARTNERSHIP] and additional or substitute offices may be agreed upon from time to time by the parties.

3. Commencing date

The partnership's existence shall commence on [STARTING DATE OF PARTNERSHIP] and it shall continue until dissolved either by mutual agreement or by operation of law.

4. Capital

The initial partnership capital shall be $[INITIAL CAPITAL OF THE PARTNERSHIP] ([INITIAL CAPITAL]dollars). The partners will contribute as follows:

[AMOUNT OF CAPITAL CONTRIBUTED BY EACH PERSON]

5. Profits and losses

5.1 The partners shall share in profits and losses in the same proportion as their capital contributions. No interest shall be paid on capital contributions. No partner shall have the right to demand repayment of their capital contribution unless the same is through a dissolution of the partnership and a winding up of its affairs.

5.2 Decisions by the partnership shall be made by majority vote.

6. Accounting

6.1 Books of account of the transactions of the partnership shall be kept at the principal place of business of the partnership. The books of account of the partnership shall be available for inspection by all times by the partners. Each partner shall be required to report all transactions related to partnership business promptly and accurately.

6.2 Each [TIME PERIOD FOR ACCOUNTINGS] the partners shall determine the net profit and loss of the partnership and the same shall be divided in the same proportion as contributions to capital. The partners, may by majority vote, agree to distribute any surplus or may allocate surplus to the capital account of each partner.

7. Management of funds

7.1 The partners shall be entitled to withdraw the following sums from the partnership: [LIMITS ON WITHDRAWALS] on a [THE WITHDRAWALS WILL BE MADE] basis.

7.2 Any and all withdrawals made shall be deducted from any profits of the partnership.

8. General terms of business

8.1 The affairs of the partnership shall be determined by majority vote, with votes cast in the same percentage as capital contributions.

8.2 Each partner shall have the right to manage the affairs of the partnership in the ordinary course of the partnership's business. However, no partner shall have the authority to:

a) confess judgment against the partnership;

b) borrow on the credit of the partnership or guarantee the debts of others with partnership credit except for transactions under $[MAXIMUM DOLLAR AUTHORITY OF INDIVIDUAL PARTNER] ([MAX DOLLAR AUTHORITY] dollars) within the ordinary course of business of the partnership;

c) convey substantially all of the partnership assets

...without prior approval by majority vote.

8.3 The day to day affairs of the partnership shall be managed by a management committee, which shall consist of [NUMBER OF PARTNERS TO SERVE ON MANAGEMENT COMMITTEE] partners, elected by a majority of the partners. The management committee shall conduct the business of the partnership and shall have the authority by its majority vote to operate all of the business of the partnership, save those items specifically reserved to the partners as a whole.

9. Termination

This partnership shall terminate upon the death, bankruptcy or incompetency of any partner. Thereupon the remaining partners shall act as trustees for the partners and shall promptly wind up the affairs of the partnership unless the remaining partners agree that they will continue the business of the partnership.