General Partnership Agreement

This is an agreement that establishes a general partnership between two or more owners of a particular business. A general partnership allows partners to actively participate in the partnership’s management activities, but will also expose the general partners to personal liability for the debts of the partnership. Additionally, a general partnership provides excellent tax benefits to its members. This agreement outlines the capital contributions, distribution of profits and losses, bookkeeping, termination, dissolution and winding up of the partnership. This document should be used by two or more owners of a business that want to establish a general partnership.

A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner’s interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) brance, but only if the Agreement and to bec become a substituted

B. Transf artnership, whether or fer, except as permitte ance of the Partnership nership, to require any of account of the Par which the assigning P nership, to receive the y of the last account ag

9. Death, I

Neither de or of any successor i Partnership shall contin nditions:

A. Death o GRAPHS]

In the eve diction, the surviving ent in the Partnership rtner elects to purchase within three months aft dent, or, if at the time the known legal heirs rtner elects to purchase qual to the decedent’s nt as at the end of the y his share of Partners his death occurred u creased by withdrawa e made for goodwill, t n reflected on the Pa p y p ; vivor shall nevertheless be entitled to use the trade name of the Partnership. (b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the Partnership business shall be the same as stated in Section 10 with reference to voluntary termination.

[OR]

In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the successors in interest of that Partner shall succeed to the Partnership interest of that Partner and shall have the rights, duties, privileges, disabilities, and obligations with respect to this Partnership, the same a not limited to, the righ sses of this Partnership nt Partner; the right of rights and duties as ar words “or his or her s ver, that no successor i , provided further, tha han active, ownership

B. Paymen

(1) Amoun r or, in the case of dea receive the amount of ership next preceding wing:

(a) Any a ons to or withdrawa year to the day on whi

(b) The Par ding fiscal year of the ermined in accordance

(c) The dif ship assets and the fai e appraisal of all asse ree on one appraiser, retiring or withdrawin rs shall be appointed age of the three appra

(2) Time o ors thereto, the amoun han twelve (12) month

(3) Alterna ng Partner as provided in subparagraph (1) and (2) above, the remaining Partners may elect to dissolve, liquidate and terminate the Partnership. Such election shall be made, if at all, within thirty (30) days following receipt of the appraisal referred to above.

10. Procedure on Dissolution of Partnership.

SCHEDULE A

Address of Partners