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PARTNERSHIP AGREEMENT

This Partnership Agreement is made and entered into on ________________, by and


between [name], and [name], whose addresses and interests in the partnership are listed
in Exhibit "A" attached to this Agreement and made a part of this Agreement
(collectiely, "Partners"!"
1. NAME AND PLACE OF BUSINESS
#"# The actiities and b$siness of the partnership shall be cond$cted in __________
$nder the name of __________, and $nder s$ch ariations of this name as may be
necessary to comply with the laws of other states within which the partnership may do
b$siness or ma%e inestments"
#"& he principal place of b$siness of the partnership shall be [address], b$t additional
places of b$siness may be located elsewhere"
#"' The mailing address of the partnership shall be __________"
2 PURPOSES OF THE PARTNERSHIP
&"# The p$rposes of the partnership shall be as follows(
a, To engage generally in the real estate b$siness) to improe or deelop real
estate) to constr$ct, alter, or repair b$ildings or str$ct$res on real estate) to inest in real
estate) to sell, exchange, lease, and ma%e contracts concerning real estate"
b" To engage generally in the oil b$siness, to ac*$ire, own, hold, deelop,
and operate mineral properties, either as operator, managing agent, principal agent,
partner, stoc%holder, syndicate member, associate, +oint ent$rer, participant, or
otherwise) to inest f$nds in, and to raise f$nds to be inested in, s$ch b$siness) to
p$rchase, constr$ct, or otherwise ac*$ire and own, deelop, operate, lease, mortgage,
pledge, and sell or otherwise dispose of plants, facilities, refineries, pipelines, and other
properties, and any interest therein) and to do any and all things necessary or incident to
these actiities"
c" To inest in stoc%s, bonds, and sec$rities, incl$ding, witho$t limitation,
the p$rchase or sale of, and dealing in, stoc%s, bonds, notes, and eidence of indebtedness
of any person, firm, enterprise, corporation, or association, domestic or foreign) bonds
and any other obligations of any goernment, state, m$nicipality, school district, or any
political s$bdiision thereof, domestic or foreign) bills of exchange and commercial
papers and any and all other sec$rities of any %ind, nat$re, or description whatsoeer) and
gold, siler, grain, cotton, and other commodities and proisions $s$ally dealt in on
exchanges, or $pon the oer,the,co$nter mar%et, or otherwise) and, in general, witho$t
limitation of the foregoing, to cond$ct s$ch actiities as are $s$al and c$stomary in the
inestment in stoc%, bonds, and sec$rities"
d" To enter into other partnership agreements in the capacity of a general
partner or a limited partner, to become a member of a +oint ent$re, or to participate in
some other form of syndication for inestment) and to b$y, sell, lease, and deal in
serices, personal property, and real property"
3. TERM OF PARTNERSHIP
'"# The partnership shall begin on _____________, and shall contin$e $ntil
______________, and thereafter from year to year $nless sooner terminated as
specifically proided in this Agreement"
4. CONTRIBUTIONS TO PARTNERSHIP
-"# The partners ac%nowledge that each partner shall be obligated to contrib$te and,
will, $pon demand, contrib$te to the partnership, the amo$nt of cash or property of
agreed fair mar%et al$e set o$t opposite the name of each on Exhibit "A" as [his or her]
initial capital contrib$tion"
-"& Each partner shall be obligated to ma%e adances as set forth below in this
paragraph, $ntil s$ch obligation shall be terminated by a ote of ./0 in interest, not in
n$mbers, of the partners"
a" Each partner shall adance to the partnership, $pon written re*$est by the
manager of the partnership, the partner1s pro rata share (the ownership percentage set
opposite the name of each partner in Exhibit "A"! of all costs, expenses, or charges with
respect to the operation of the partnership and the ownership, operation, maintenance,
and $p%eep of any partnership property, incl$ding, b$t not limited to, ad alorem taxes,
debt amorti2ation (incl$ding interest payments!, ins$rance premi$ms, repairs, costs of
capital improements made $pon approal by the partners as proided in this Agreement,
management fees or salaries, adertising expenses, professional fees, wages and $tility
costs, to the extent s$ch costs, expenses, or charges exceed the income, if any, deried
from the partnership"
b" The manager of the partnership may estimate the cash re*$irements of the
partnership for periods of $p to one year in adance and re*$est payment of each
partner1s pro rata share of the estimated cash re*$irements, and each partner shall pay that
amo$nt within #3 days after receiing a statement thereof"
c" At the end of each period coered by the estimate, the manager of the
partnership shall render an acco$nting to each partner as to the amo$nt act$ally expended
for s$ch costs, expenses, or charges, and, if the estimate paid by the partners exceeded the
act$al cash expendit$res, the manager of the partnership shall either ref$nd the excess to
the partners or apply the excess against the estimate of cash re*$irements for the next
s$cceeding period"
-"' Each partner hereby grants to the manager of the partnership a lien on [his or her]
interest in the partnership to sec$re payment of any and all contrib$tions and the
performance of any and all obligations re*$ired or permitted $nder this Agreement"
5. PROFITS, LOSSES AND LIABILITIES
/"# The interest of each partner in and to any net profits of the partnership and the
obligation and liability of each partner as among the partners with respect to any and all
liabilities and losses in connection with the b$siness of the partnership shall be the
percentage set opposite each partner1s name in Exhibit "A""
a" 4n the eent of a defa$lt $nder this Agreement by a partner, the defa$lting
partner hereby indemnifies the other partners against any loss or liability exceeding the
percentages set forth in Exhibit "A" by reason of any liability or loss res$lting from the
defa$lt"
b" 5o partner shall hae any right to compensation solely by reason of his
contrib$tion to the partnership except to share in the net profits in the percentage set
opposite each partner1s name in Exhibit "A" $nless otherwise proided in this Agreement"
c" Any partner may, howeer, lend to the partnership s$ch additional f$nds as
the partners may agree $pon and interest at the preailing rate per ann$m shall be paid on
any s$ch loan and charged as an expense of the partnership b$siness"
/"& 6istrib$tions from the partnership to the respectie partners shall be made at s$ch
times and in s$ch amo$nts as may be determined by a ote of ./0 in interest, not in
n$mbers, of the partners) any distrib$tion from the partnership shall be made
proportionately to all partners in the percentage set opposite each partner1s name in
Exhibit "A""
6. OWNERSHIP OF PARTNERSHIP PROPERTY
."# All real or personal property, incl$ding all improements placed or located on
s$ch property, ac*$ired by the partnership shall be owned by the partnership, s$ch
ownership being s$b+ect to the other terms and proisions of this Agreement" Each
partner hereby expressly waies the right to re*$ire partition of any partnership property
or any part of that property"
7. FISCAL MATTERS
7"# The fiscal year of the partnership shall be the calendar year"
7"& Proper boo%s and records shall be %ept with reference to all partnership
transactions, and each partner shall at all reasonable times d$ring b$siness ho$rs hae
access to the boo%s and records"
a" The boo%s shall be %ept $pon s$ch method of acco$nting as shall properly
reflect the income of the partnership and as shall be agreed $pon by the partners"
b" The boo%s and records shall incl$de the designation and identification of
any property in which the partnership owns a beneficial interest) s$ch records shall
incl$de, b$t shall not be limited to, the ownership of property, real, personal, and mixed,
as well as any property in which the partnership owns an interest if the title to s$ch
property has been recorded or is maintained in the name of one or more designated
partners witho$t designation of the partnership"
c" The boo%s and records of the partnership shall be reiewed ann$ally at the
expense of the partners by a certified p$blic acco$ntant selected by the partners, who
shall ann$ally prepare and delier to the partnership, for filing, the appropriate federal
partnership income tax ret$rn"
7"' All f$nds of the partnership shall be deposited in its name, or in the name of a
nominee as proided in paragraph 8"&, in an acco$nt or acco$nts maintained at a national
or state ban% designated by the manager of the partnership, or with an agent designated
by the manager of the partnership"
a" 9hec%s shall be drawn on the partnership acco$nt or acco$nts only for
p$rposes of the partnership, and shall be signed by the manager of the partnership or by
an officer or a$thori2ed agent of the manager of the partnership"
8. MANAGEMENT OF PARTNERSHIP AFFAIRS
8"# 9ontrol of the partnership and all of its affairs shall be in the partners, who shall
hae e*$al rights in the management and cond$ct of the partnership inestments and
actiities"
a" 4n order to simplify the operations of the partnership, the partners hereby
designate [name] as manager of the partnership, to sere in that capacity $ntil s$ch time
as the partners designate a new manager by ote of ./0 in interest, not in n$mbers, of
the partners"
8"& The manager shall not receie a salary or any other compensation for sering as
manager" The partners hereby delegate to the manager of the partnership the
responsibility for the day,to, day management and ministerial acts of the partnership"
8"' The manager of the partnership shall hae the right and power to bind the
partnership, s$b+ect to the conditions and limitations set forth in paragraph 8"' and
elsewhere in this Agreement"
a" 4t is agreed that the general management and final determination of all
*$estions relating to the $s$al daily b$siness affairs and ministerial acts of the partnership
shall rest in the manager of the partnership"
b" 4n this connection, and not by way of limitation, the manager of the
partnership is a$thori2ed to do any and all things and to exec$te any and all doc$ments,
contracts, eidences of indebtedness, sec$rity agreements, financing statements, and the
li%e, necessary or expedient to carry o$t and effect the p$rpose of the parties as expressed
in this Partnership Agreement"
c" All b$siness arrangements entered into shall be $pon s$ch terms and
conditions as generally wo$ld be characteristic of s$ch arrangements made by a
b$sinessperson exercising pr$dent and so$nd b$siness +$dgment in similar circ$mstances"
d" The manager of the partnership shall deote s$ch attention and b$siness
capacity to the affairs of the partnership as may be reasonably necessary" 4n this
connection, the parties hereby ac%nowledge that the manager of the partnership manages,
and may contin$e to manage, other partnerships, and may contin$e to engage in other
distinct or related b$sinesses"
8"- All partners recogni2e that there may from time to time be practical diffic$lties in
doing b$siness as a partnership occasioned by the attempts of strangers to the partnership
to satisfy themseles regarding the capacity of a partner to act for and on behalf of the
partnership, or for other reasons"
a" Each partner hereby specifically a$thori2es the other partners to ac*$ire all
real and personal property, arrange all financing, enter contracts, and complete all other
arrangements necessary to effect the p$rposes set forth in :ection & of this Agreement,
either in the partner1s own name or in the name of a nominee, witho$t disclos$re of the
existence of this partnership"
b" 4f a partner decides to carry on the b$siness of the partnership in that
partner1s own name or in the name of a nominee, the partner shall place a written
declaration of tr$st in the partnership boo%s and records that ac%nowledges the capacity
in which the nominee acts and the name of the tr$e or e*$itable owner, namely, the
partnership"
8"/ The ac*$isition of partnership property or the creation of indebtedness of the
partnership in the name of a partner acting as s$ch a nominee shall not gie the partner an
interest in partnership property or ca$se the partner to be liable for a partnership debt in
excess of the partner1s percentage of interest in the partnership as set opposite the
partner1s name in Exhibit "A" attached to this Agreement"
a" 5o note or other obligation exec$ted by the partner as ma%er, the nat$re of
which imposes personal liability on the ma%er thereof, will impose personal liability on
the partnership for the payment of the note or performance of the obligation"
8". The indiid$al partners and the manager of the partnership shall not hae any
a$thority with respect to the partnership and this Agreement to(
a" 6o any act in contraention of this Agreement)
b" 6o any act that wo$ld ma%e it impossible to carry on the b$siness of the
partnership)
c" Possess partnership property or assign the right of the partnership or its
partners in specific partnership property for other than a partnership p$rpose)
d" ;a%e, exec$te, or delier any general assignments for the benefit of
creditors, or any bond, g$aranty, indemnity bond, or s$rety bond)
e" Assign, transfer, pledge, compromise, or release any claim of the
partnership except for f$ll payment, or arbitrate, or consent to the arbitration of, any of its
disp$tes or controersies)
f" ;a%e, exec$te, or delier any deed, long,term gro$nd lease, or contract to
sell all or any part of any partnership property, or exec$te any new note or mortgage to
renew and extend witho$t increasing any existing note or mortgage, witho$t first haing
obtained the ote or written consent of ./0 in interest, not in n$mbers, of the partners) or
g" 6o any of the following witho$t the $nanimo$s consent of all the partners(
(i! 9onfess a +$dgment)
(ii! ;a%e, exec$te, or delier for the partnership any bond, mortgage, deed of
tr$st, g$arantee indemnity bond, s$rety bond, or accommodation paper or
accommodation endorsement)
(iii! Amend or otherwise change this Agreement so as to modify the rights or
obligations of the partners as set forth in this Agreement) or
(i! 9reate any personal liability for any partner other than that personal
liability to which any partner may hae agreed to in writing"
8"7 The partners shall hold reg$lar ann$al meetings at times and places to be selected
by the partners" 4n addition, '30 in interest, not in n$mbers, of the partners may call a
special meeting to be held in __________ 9o$nty at any time after giing three days
notice to all of the partners"
a" Any partner may waie notice of or attendance at any meeting of the
partners and may attend by telephone or any other electronic comm$nication deice or
may exec$te a signed written consent"
b" At any s$ch meeting, the partners shall transact s$ch b$siness as may
properly be bro$ght before the meeting"
8"8 Any action re*$ired or permitted by stat$te or by this Agreement to be ta%en at a
meeting of the partners may be ta%en witho$t a meeting if a consent in writing, setting
forth the action so ta%en, shall be signed by all of the partners entitled to ote with respect
to the action ta%en, and that consent shall hae the same force and effect as a $nanimo$s
ote of the partners"
. RESTRICTIONS ON TRANSFER
<"# Except as otherwise proided in this Agreement, no partner may sell, assign,
transfer, enc$mber, or otherwise dispose of any interest in the partnership, partnership
property, or assets of the partnership witho$t the prior written consent of ./0, in interest
and not in n$mbers, of all other partners, nor may a partner pass title to any interest or
property in the absence of s$ch consent"
Any s$ch prohibited transfer, if made, shall be oid and witho$t force or effect)
any attempt by any partner to dispose of the partner1s interest in iolation of this
prohibition shall constit$te a material defa$lt $nder this Agreement"
<"& The death of any partner may or may not hae the effect of terminating or
dissoling this partnership" =n the death of any partner, the partnership b$siness shall be
contin$ed $ntil the end of the fiscal year in which the death occ$rs"
a" At the end of the fiscal year, the s$riing partners shall hae the right
either to contin$e the partnership b$siness with the estate of the deceased partner
contin$ing as a member in the partnership, or to li*$idate the partnership b$siness and
terminate the partnership"
b" 4f the s$riing partners elect to contin$e the partnership, the estate of a
deceased partner shall s$cceed to the deceased partner1s interest in this partnership and
shall be bo$nd by the terms and proisions of this Agreement"
c" 4n the eent that the interest of the deceased partner does not pass in tr$st,
or passes to more than one heir or deisee, or, $pon termination of any s$ch tr$st, is
distrib$ted to more than one beneficiary, s$ch heirs, deisees, and>or beneficiaries
("distrib$tees"! shall, within <3 days after distrib$tion by the estate of the deceased
partner or by the tr$stee $nder any tr$st established by the deceased partner, exec$te and
delier to the managing partner a written instr$ment, incl$ding a power of attorney,
appointing one person, firm, or corporation as and to be the agent of and for the
distrib$tees"
d" The agent shall be responsible for collecting, receiing, and ma%ing all
payments and contrib$tions re*$ired $nder this Agreement, shall ote the entire interest
of the distrib$tees, and shall perform all other obligations of the distrib$tees performable
by reason of or arising from their interest in the partnership"
e" Any and all payments and>or disb$rsements d$e the distrib$tees for or
arising from their interest in the partnership shall be deemed to hae been alidly made to
the distrib$tees if paid to the d$ly designated agent"
f" 4n the eent that the distrib$tees for any reason fail to designate an agent
in writing in the manner and within the time prescribed, and contin$e to fail to c$re that
defa$lt after #3 days1 written notice from the managing partner to correct the defa$lt, that
fail$re shall constit$te a material defa$lt $nder this Agreement"
<"' Any transferee or assignee to whom an interest in the partnership may be
transferred $nder the terms of this Agreement who is not at the time of s$ch transfer a
party to this Agreement shall ta%e the interest s$b+ect to all of the terms and conditions of
this Agreement and shall not be considered to hae title to the interest $ntil the transferee
or assignee shall hae accepted and ass$med the terms and conditions of this Agreement
by a written agreement to that effect"
1!. DEFAULT BY PARTNER
#3"# The following eents shall be deemed to be eents of defa$lt by a partner(
a" ?ail$re of a partner to ma%e when d$e any contrib$tion or adance
re*$ired to be made $nder the terms of this Agreement and the contin$ance of that fail$re
for a period of #3 days after written notice of the fail$re from the manager of the
partnership"
b" @iolation of any of the other proisions of this Agreement and fail$re to
remedy or c$re the iolation within #3 days after written notice of the iolation from the
manager of the partnership or the other partners"
c" The ma%ing of an assignment for the benefit of creditors or the filing of a
petition $nder any section or chapter of the federal Aan%r$ptcy Act, as amended, or $nder
any similar law or stat$te of the Bnited :tates or any state of the Bnited :tates"
d" Ad+$dication of a partner as ban%r$pt or insolent in proceedings filed
against the partner $nder any section or chapter of the Aan%r$ptcy Ceform Act of #<83,
as amended, or $nder any similar law or stat$te of the Bnited :tates, or any state of the
Bnited :tates witho$t f$rther possibility of appeal or reiew"
e" The appointment of a receier for all or s$bstantially all of the assets of a
partner and the fail$re to obtain the discharge of the receier within '3 days after
appointment"
f" The bringing of any legal action against a partner by the partner1s creditor,
res$lting in litigation which, in the opinion of the manager of the partnership or ./0 in
interest, and not in n$mbers, of the other partners, creates a real and s$bstantial ris% of
inolement of the partnership property which will probably(
(i! Act to their financial detriment) or
(ii! Ces$lt in the creditor, or his assigns, s$cceeding in or to all or a part of the
interest of s$ch partner in the partnership"
g" The fail$re of the distrib$tees to appoint, in the manner and within the
time prescribed, the agent re*$ired $nder paragraph <"&"
#3"& Bpon the occ$rrence of an eent of defa$lt by a partner, ./0 in interest, not in
n$mbers, or more of the other partners shall hae the right, at their election made at any
time within one year from the date of defa$lt, and on giing the defa$lting partner #3
days1 written notice of the election, proided the defa$lt is contin$ing on the date the
notice is gien, to terminate the interest of the defa$lting partner, witho$t effecting a
termination of the partnership"
a" 4n the eent of s$ch a termination, each and eery nondefa$lting partner
who oted to elect the option ("p$rchasing partners"! shall be re*$ired to p$rchase, pro
rata, in the proportion that the interest of each in the partnership bears to the aggregate of
all interests in the partnership of p$rchasing partners who oted to elect s$ch option, the
interest of the defa$lting partner"
b" The p$rchase price to be paid to the defa$lting partner shall be paid in
cash, or, at the option of the p$rchasing partners, by the exec$tion and deliery of each
p$rchasing partner1s note payable to the order of the defa$lting partner, in a total amo$nt
e*$al to the p$rchase price, or the exec$tion and deliery of a note made by all the
p$rchasing partners in the amo$nt of the p$rchase price"
c" The note or notes shall bear interest at the rate of _____ percent (_____0!
per ann$m and shall be payable in __________ e*$al monthly installments of principal
and interest, the first s$ch payment to be made one month from the date of exec$tion and
deliery of the note) the note or notes shall hae f$ll prepayment priileges witho$t
penalty"
d" 4n the eent the p$rchasing partners elect to exercise the option contained
in this paragraph, the p$rchase price to be paid to the defa$lting partner shall be the lower
of(
(i"! The fair mar%et al$e of the defa$lting partner1s partnership
interest) or
(ii!" The total cash inestment of the defa$lting partner in the
partnership, or the agreed al$e of the property contrib$ted, as of the date of defa$lt"
e" The p$rchase price shall be red$ced by the aggregate amo$nt of any
o$tstanding debts to the partnership and by the amo$nt of any and all damages ca$sed by
the defa$lt of the defa$lting partner" ?air mar%et al$e shall be determined in the manner
set forth in :ection #& of this Agreement"
f" =n receipt of the p$rchase price, either in cash or by note, if any, by the
defa$lting partner, the defa$lting partner shall hae no f$rther interest in the partnership
or its b$siness or assets and the defa$lting partner shall exec$te and delier s$ch
assignments and other instr$ments as may be reasonable to eidence and f$lly and
effectiely transfer the interest of the defa$lting partner to the nondefa$lting partners"
g" 4n the eent the appropriate instr$ments are not deliered, after notice by
the manager of the partnership that the consideration is aailable to the defa$lting partner,
the manager of the partnership may delier s$ch consideration to the defa$lting partner,
and exec$te as the defa$lting partner1s irreocable agent, any appropriate legal
instr$ments to the appropriate contin$ing partners" All parties to this Agreement agree
that the manager of the partnership shall not hae any indiid$al liability for any actions
ta%en in this connection"
h" 5o assignment or transfer of a defa$lting partner1s interest as proided in
this Agreement shall reliee the defa$lting partner from any personal liability for
o$tstanding indebtedness, liabilities, liens, and obligations relating to the partnership that
may exist on the date of the assignment or transfer"
i" The defa$lt of any partner here$nder shall not reliee any other partner
from that partner1s agreements, liabilities, or obligations $nder this Agreement" A
defa$lting partner1s interest in the partnership shall not be considered in any partnership
oting re*$irement"
#3"' Any partner may agree to assist any other partner in the eent of defa$lt and that
agreement or any adancement or payment made $nder it shall be sec$red by a lien $pon
the interest of the defa$lting partner in the partnership, which lien may be foreclosed, at
the option of the assisting partner, by the manager of the partnership"
#3"- 4f any partner shall defa$lt in the performance or obserance of any coenant,
condition, or other proision of this Partnership Agreement, any other partner may,
witho$t waiing any claim for breach of this Partnership Agreement, and after written
notice which is reasonable $nder the circ$mstances, c$re the defa$lt for the acco$nt of
the defa$lting partner"
a" The defa$lting partner shall reimb$rse or repay any reasonable amo$nt
paid and any reasonable expense or contract$al liability so inc$rred, with interest at the
highest lawf$l rate" The obligation to reimb$rse and repay shall be sec$red by a lien on
the interest of the defa$lting partner in the partnership, which lien may be foreclosed, at
the election of the partner exercising this option to c$re defa$lt, by the manager of the
partnership"
#3"/ 4n the eent a partner is in defa$lt $nder the terms of this Partnership Agreement,
the lien proided for in paragraph -"' of this Agreement may, at the election of ./0 or
more in interest, not in n$mbers, of the nondefa$lting partners, be foreclosed by the
manager of the partnership"
#3". Each partner hereby ma%es, constit$tes, and appoints the manager of the
partnership as the partner1s attorney in fact in the eent the partner becomes a defa$lting
partner whose interest in the partnership has been foreclosed in the manner prescribed
aboe"
a" =n any s$ch foreclos$re, the manager of the partnership is a$thori2ed and
permitted to exec$te and delier a f$ll assignment or other transfer of the defa$lting
partner1s interest in the partnership" The manager of the partnership shall hae no liability
to any person in ma%ing s$ch an assignment or transfer"
#3"7 P$rs$it of any of the foregoing remedies shall not precl$de p$rs$it of any of the
other remedies proided by law, nor shall p$rs$it of any remedy proided in this
Agreement constit$te a forfeit$re or waier of any amo$nt d$e to the remaining partners
or of any damages accr$ing to them by reason of the iolation of any of the terms,
proisions, and coenants contained in this Agreement"
a" 5o waier by the remaining partners of any iolation or breach shall be
deemed or constr$ed to constit$te a waier of any other iolation or breach of any of the
terms, proisions, and coenants contained in this Agreement, and forbearance by them
to enforce one or more of the remedies proided in this Agreement on an eent of defa$lt
shall not be deemed or constr$ed to constit$te a waier of the defa$lt"
11. AMENDMENT
##"# :$b+ect to the proisions of :ection 8, this Agreement may be amended or
modified by the partners from time to time b$t only by a written instr$ment exec$ted by
partners owning collectiely at least ./0 in interest, not in n$mbers, in the partnership"
12. PROCEDURE FOR APPRAISEMENT
#&"# Dithin #3 days after an appraisal is re*$ired $nder any proisions of this
Agreement, each gro$p or indiid$al, as the case may be, shall select an appraiser who is
a member of the American 4nstit$te of Ceal Estate Appraisers" 4f either party fails to
name an appraiser within the specified time, the other party may select the second
appraiser"
#&"& The two appraisers so selected shall promptly proceed to determine the fair
mar%et al$e of the partnership interest and e*$ity in the partnership of the partner in
*$estion, ta%ing into consideration any o$tstanding indebtedness, liabilities, liens, and
obligations to be charged against the partnership property"
a" The determination of the fair mar%et al$e by the two appraisers, selected
as proided aboe, shall be final and binding on all parties) and if the two appraisers so
selected are $nable to agree on a fair mar%et al$e, the two appraisers shall select a third
appraiser, who shall also be a member of the American 4nstit$te of Ceal Estate
Appraisers, whose determination as to the fair mar%et al$e shall be aeraged with the
appraisals of the original two appraisers"
b" The aerage of the three appraisals shall be concl$sie eidence as to the
fair mar%et al$e and shall be final and binding on all parties" The appraisers shall
delier a written report of their appraisal to the manager of the partnership, who shall
proide copies of the appraisal to all interested parties"
#&"' Each party shall pay the fee and expense of the appraiser selected by that party,
and, if a third appraiser is selected, the fee of the third appraiser shall be borne e*$ally by
the parties appointing the other two appraisers"
13. TERMINATION OF THE PARTNERSHIP
#'"# The partnership may be terminated at any time at a specially called meeting on the
affirmatie ote of ./0 in interest, not in n$mbers, of the partners"
a" Bpon s$ch a termination the assets of the partnership shall be applied first
to payment of the o$tstanding partnership liabilities, altho$gh an appropriate resere, the
amo$nt determined by the manager of the partnership, may be maintained for any
contingent liability $ntil the contingent liability is satisfied"
b" The balance of the resere, if any, shall be distrib$ted, together with any
other s$ms remaining after payment of the o$tstanding partnership liabilities, to the
partners pro rata as their interest appears on Exhibit "A," $nless otherwise proided in
this Agreement"
14. MISCELLANEOUS PRO"ISIONS
#-"# Except as may be otherwise specifically proided in this Agreement, all notices
re*$ired or permitted $nder this Agreement shall be in writing and shall be deemed to be
deliered when deposited in the Bntied :tates mail, postage prepaid, registered or
certified mail, ret$rn receipt re*$ested, addressed to the parties at the respectie addresses
set forth in Exhibit "A" or at s$ch other addresses as may hae been specified by written
notice deliered in accordance with this proision"
#-"& This Agreement shall be constr$ed $nder and in accordance with the laws of the
:tate of __________, and all obligations of the parties created $nder this Agreement are
performable in __________ 9o$nty, __________"
#-"' The parties to this Agreement coenant and agree that they will exec$te s$ch
other and f$rther instr$ments and doc$ments as are or may become necessary or
conenient to effect and carry o$t the partnership created by this Agreement"
#-"- The headings $sed in this Agreement are $sed for administratie p$rposes only
and do not constit$te s$bstantie matter to be considered in constr$ing the terms of this
Agreement"
#-"/ This Agreement shall be binding on and shall in$re to the benefit of the parties
and their respectie heirs, exec$tors, administrators, legal representaties, s$ccessors, and
assigns where permitted by this Agreement"
#-". This Agreement shall not be more strictly constr$ed against any one party than
against any other"
#-"7 4n case any one or more of the proisions contained in this Partnership Agreement
shall, for any reason, be held to be inalid, illegal, or $nenforceable in any respect, that
inalidity, illegality, or $nenforceability shall not affect any other proision of this
Agreement, and this Partnership Agreement shall be constr$ed as if the inalid, illegal, or
$nenforceable proision had neer been contained in it"
#-"8 This Partnership Agreement may be exec$ted in any n$mber of co$nterparts and
each of the co$nterparts shall for all p$rposes be deemed to be an original"
#-"< Dhereer the context shall so re*$ire, all words in the male gender shall be
deemed to incl$de the female or ne$ter gender, all sing$lar words shall incl$de the pl$ral,
and all pl$ral words shall incl$de the sing$lar"
#-"#3 This Agreement s$persedes any prior $nderstandings or written or oral
agreements between the parties respecting the s$b+ect matter contained in this Agreement"
:igned on ______________________"
________________________
Partner
_______________________
Partner
EEF4A4T "A"
5ame and Address __________
:ocial :ec$rity 5$mber __________
4nitial 9apital 9ontrib$tion __________
Percentage of =wnership __________