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SAMPLE PARTNERSHIP AGREEMENT

CHECK LIST

1. Description of partners (preambe)
2. Firm name (see paragraph 3)
3. Term of partnership (see paragraph 2)
4. Place of business (preambe)
5. Description of business (see paragraph 3)
6. Percentage or amount of contribution to capital (see paragraph 5(a))
7. Division of profits (see paragraph 5(b))
8. Accounting and other records (see paragraph 6)
9. Fiscal year
10. Auditors (see paragraph 6)
11. Accounting practices (see paragraph 16)
12. Banking arrangements (see paragraph 4)
13. Restrict partners for guarantees, etc.
14. Partners to devote full time (see paragraph 14)
15. Management
16. Partnership contracts
17. Drawing arrangements (see paragraph 15)
18. Retirement or death or partner (see paragraph 10)
19. Non-competition clause
20. Sale of interest to outsider
21. Expulsion of partner
22. Grounds for dissolution (see paragraph 10, 13)
23. Admission of new partner
24. Obligation or option to purchase (see paragraph 10)
25. Valuation of partnership interest (see paragraph 10)
26. Partnership property (see paragraph 4, 9)
27. Insurance
28. Arbitration of disputes (see paragraph 17)
29. Registration
30. Amendments
31. Applicable law
32. Enurement
33. No assignment (see paragraph 8)
34. Notices (see paragraph 18)
35. Counterparts
36. Signed and sealed (final page)