Partnership Agreement-General {PAR-316}

PARTNERSHIP AGREEMENT-GENERAL THIS AGREEMENT is made and entered into at , this day of , , by and between (Name And Address) and (Name And Address) (hereafter collectively referred to as the "Partners"). 1. Partnership Name and Purpose. The parties form a Partnership under the name of (hereafter referred to as "the Partnership") to own real property, develop real property, and thereafter to manage, operate, develop, mortgage, lease or sell real property and do all other lawful things as further business of the partnership and as may be necessary, incidental, or convenient to carry on the Partnership business as provided herein. 2. Place of Business. The principal place of business of the Partnership shall be (Location and Address) or such other place in the State of as the Partnership may from time to time determine. 3. Term. The Partnership shall commence as of the date of the execution of this Agreement and shall continue thereafter for a term of years, unless sooner dissolved and terminated by agreement of the Partners; provided, however, that the Partnership shall not be terminated by the bankruptcy, insolvency, appointment of trustee for the benefit of creditors, death, incapacity, or withdrawal of any Partner, but the remaining Partners shall have the rights and options as set forth below. 4. Capital Contributions. Each Partner shall contribute to the Partnership, an initial contribution of capital and each Partner shall share in the net annual operating profits or losses of the Partnership in the following ratio unless adjusted as hereinafter provided: (partner names and contribution amounts) The capital of the Partnership shall be the aggregate amount of capital contributions made to it by the Partners. The initial capital to be contributed by each Partner shall be in cash. No Partner shall be required to make any additional contribution to the Partnership but shall make such additional contributions as agreed upon by a percentage of the partners. If any Partner fails to contribute the additional capital required of him within thirty (30) days after written call for contribution, the other Partners shall be given the opportunity to contribute amounts that will equal the assessment in default. The allocation of profits or losses among all the Partners shall be adjusted according to the change in capital contributions by the partners. Contributions to the capital of the Partnership shall not bear interest. However, any advance of money to the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as a Capital Contribution shall not be deemed a Capital Contribution to the Partnership, but a debt due from the Partnership, and shall be repaid with interest at such rates and times as determined by a percentage of the Partners. 5. Capital Accounts. A separate capital account shall be maintained for each Partner, and capital contributions to the Partnership by the Partners shall be charged to such accounts. Partnership profits or losses shall also be charged or credited to the separate capital accounts in the manner herein provided. No interest shall be paid on the capital account of any Partner. 6. Cash Distributions. Any amounts held by the Partnership and not required for purposes of its business, including reasonable reserves for contingencies, may be distributed to the Partners pursuant to the terms hereof. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. No Partner shall have the right to require that a distribution be made to him other than in cash. 7. Banks and Books of Account. The funds of the Partnership shall be kept in a separate account or accounts in a bank and/or savings institution in the name of the Partnership. All withdrawals from such accounts shall be made upon checks or drafts signed by any Partner. Full and complete books of account shall be kept and maintained at the principal place of business and all transactions shall be entered in such books. Each Partner shall have access and the right to inspect and copy such books and all other Partnership records. The books shall be closed at the end of each calendar year and statements prepared showing the financial condition of the Partnership and its profit or loss. 8. Managing Partners. In the general conduct of the Partnership business, all the Partners shall be consulted and the advice and opinions of the Partners shall be obtained so much as is practicable. However, for the purpose of fixing and harmonizing the policies and practices of the Partnership and of securing uniformity and continuity in the conduct of its business, the general management of the Partnership business shall rest solely in the Managing Partners. The Managing Partners shall be: (Name and Address). (Name and Address). Except in cases of gross negligence or willful misconduct, the doing of any act or the failure to do any act by the Managing Partners, the effect of which may cause or result in loss or damage to the Partnership, shall not subject the Managing Partners to any liability to the remaining Partners or to the Partnership. In the event of the death, physical or mental incapacity, or withdrawal of either Managing Partner from the Partnership, the surviving Partners shall have equal rights in the management of the Partnership and shall appoint successor Managing Partners. Except as otherwise provided herein, no Partner shall make any contract for and on behalf of the Partnership without the prior approval of the other Partners. All contracts shall be made in the name of the Partnership and in the case of any disagreement as to the making of any contract or assumption of any obligation by the Partnership, such contract or obligation shall not be made or executed except as directed by a supermajority of the Partners; further, no Partner shall release nor cancel any indebtedness or obligation due the Partnership, except on full payment thereof, or upon the mutual agreement of all the Partners, nor shall any Partner give, extend, or guarantee credit to or for any person, firm, corporation without the consent of all the Partners, nor at any time shall any Partner sign the firm name nor pledge the firm's credit nor in any other manner act as surety or guarantor in any paper, bill, bond, note, or draft or other obligation whatsoever, nor assign pledge, mortgage, sell or otherwise dispose of, any Partnership property or any interest therein or do anything or permit any act whereby the Partnership's money, interest, or property or its interest therein, may be liable to seizure, attachment, or execution, except upon mutual consent of all the Partners. 9. Relationship of the Partners. Each Partner may have other business interests and may engage in any other business, trade, profession, or employment whatsoever on his own account or in partnership with, as an employee of, or as an officer, director, or stockholder of any other person, firm, or corporation (whether competitive with the Partnership or otherwise) and he shall not be required to devote his entire time to the business of the Partnership. Each Partner shall devote such time and attention to the conduct of the business of the Partnership as shall be deemed by all of the Partners to be required for the business of the Partnership. No Partner shall receive any salary or other special compensation or services rendered by him as Partner of the Partnership, except as otherwise agreed by all the Partners. Notwithstanding the foregoing, each Partner shall be permitted to do business with the Partnership and with any other Partner individually or with any business entity in which such Partner may have an interest. It is understood that each of the parties hereto are Partners for the purpose of this Partnership as set forth in Paragraph 1 hereof, but nothing contained in this Agreement shall make the partners with respect to matters unrelated to the Partnership, or render them liable for any debts or obligations of any Partner, nor shall any Partner be hereby constituted the agent for an