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Personal Services Partnership, Page 1 PERSONAL SERVICES PARTNERSHIP Partner 1:__________________________________ Partner 2:_________________________________ Address___________________________________ Address ____________________________________________________________________________ _________________________________________City/County/State/Zip City/County/State/ZipAGREEMENT MADE between the Partners shown above, both herein referred to as Partners.Recitals:1. Partners are both engaged in providing personal services to the public.2. Partners desire to create a Partnership for conducting their personal service business.IN CONSIDERATION of the mutual covenants contained herein the parties agree as follows:1. Name and Purpose. The Partnership shall be known as ___________________________________, and shall be established to provide the following service to the public: 2. Principal Place of Business. The principal place of business shall be: ________________________________________________________________________________________________________________________The place of business may be changed at any time by consent of the Partners.3. Term. The Partnership shall commence on ______________________________, and continue until terminated as provided in this Agreement. 4. Ratification of Prior Business. Partners ratify and accept the duties and benefits of all executory agreements entered into by each of them prior to the execution of this Agreement. The Partnership shall complete all of these obligations, and all income therefrom shall be the property of the Partnership.5. Capital Contributions. The initial capitalization of the Partnership shall be as follows:By___________________________________________________ $____________________ = _______%By___________________________________________________ $____________________ = _______%Additional capital contributions may be assessed against the Partners periodically if the value of the capitalization of the Partnership shall fall below $______________________. Both Partners shall be assessed their proportionate share of the difference between actual and desired capitalization. Personal Services Partnership, Page 2 6. Services. Partners shall give their full time and skill to the activities of the Partnership. Neither Partner shall engage in any outside activity of any nature, and any income earned by either Partner shall be the income of the Partnership.7. Salaries and Commissions. Each Partner shall be entitled to receive monthly salaries and commissions as follows:Partner___________________________________________Salary $______________ Comm. _______%Partner___________________________________________Salary $______________ Comm. _______%Each Partner shall also be entitled to a commission on the total value for each customer personal service contract that the Partner secures for the Partnership. All money received for salaries and commissions shall be a business expense of the Partnership and shall be paid out of the Partnership before distribution of profits or losses, and shall not be considered in determining the Partners' entitlement to distribution of profits or losses.8. Profits and Losses. At the close of each Partnership fiscal year, a financial statement shall be prepared reflecting the Partnership annual net profits or losses. Each Partner shall receive a copy of the financial statement, and shall have ___________ days to request any desired corrections thereto. Annual profits shall be distributed to the Partners indirect proportion to their percentage interest in the Partnership. Distribution shall be made ___________ days after the last day for corrective action on the financial statement has expired.Annual losses shall be assessed against the Partners in direct proportion to their percentage interest in the Partnership. Partners shall contribute their share of the loss within ________________ days or the Partnership shall debit Partner's share of the capital. Partners shall subsequently reestablish the capital at the minimum level required herein.9. Limitations on Duties. Neither Partner shall obligate the Partnership indirectly as a result of any personal business dealings, or directly by assuming or discharging any liability for or to the Partnership, without the prior written concurrence of the remaining Partner.10. Management. The establishment, implementation, and conduct of Partnership business policy shall be the responsibility of both Partners. There shall be no regular Partnership business meetings, but each Partner shall be responsible for obtaining the concurrence of the other Partner before putting any new or changed policy or management decision into effect.11. Books and Accounting. The Partnership shall maintain a complete, current, and accurate set of books relating to all business receipts and expenditures. The books shall be audited by an independent certified public accountant semiannually. The books shall be maintained on a cash accounting basis, with the Partnership fiscal year ending on ______________________ each year. The books shall be open for inspection to either Partner.12. Disability, Expulsion, or Resignation. The rights and interests of a Partner shall be sold to the other Partner if the former Partner becomes totally and permanently disabled, desires to resign from the Partnership for any reason, or is expelled from the Partnership by the revocation of his license to perform any Partnership services, by his acts or deeds against the best interests of the Partnership or by his breach of this Agreement. Personal Services Partnership, Page 3 The other Partner shall purchase the withdrawing Partner's interest at a price to be determined by an independent appraiser. Nothing herein shall prevent the purchasing Partner from selling the purchased interest to a third party and thereafter continuing the Partnership business with the purchasing party as a new Partner.13. Death of Partner and Liability. On the death of either Partner the Partnership shall be dissolved as provided herein. Decedent Partner's liability for Partnership debts and expenses shall be deducted from the value of his interest prior to distribution of his share of the Partnership. Decedent Partner shall not be liable for any expenses or debts incurred by the Partnership or surviving Partner subsequent to the date of his death.14. Indemnity. Each Partner shall indemnify the Partnership and the other Partner from any liability for that Partner's personal debts or liabilities, and shall hold the Partnership and the other Partner harmless thereon.15. Transfers of Interest. Neither Partner shall transfer, assign, or sell his respective interest in the Partnership without the prior written consent of the other Partner.16. Payment for Interest. On the purchase of a departing Partner's interest in the Partnership by the remaining Partner, or after the resignation, expulsion, or death of the former Partner, a valuation of the Partner's interest shall be made, based on an appraisal by an independent third party. The purchasing Partner shall pay either the selling Partner or the decedent Partner's estate that valuation percentage of the appraised value (per year for _____________ years, plus _______ per cent interest thereon).17. New Partner. The admission of any new partner shall require the consent of all existing Partners at that time, and the existing Partners shall determine the contribution requirements and percentage interest in the Partnership of the new partner. The percentage interest of existing Partners shall be reduced proportionately. A new partner must consent to be bound by and sign this Agreement prior to admission as a partner.18. Remedy for Breach. The remedy for a breach of this Agreement shall be the required sale of the interest in the Partnership of the responsible party to the other party as provided herein.19. Termination. The Partnership may be terminated by agreement of the Partners at any time on __________ days' notice to creditors and customers of the intention to terminate. All current business shall be completed or transferred to any firm that customer elects. Assets of the Partnership shall be liquidated to pay all debts and expenses, and the debts and expenses shall be settled within _________ days after issuance of the notice of termination. The balance of the proceeds of the liquidation shall be distributed to the Partners on apportioned basis.20. Construction. The provisions of this Agreement shall be interpreted and construed in accordance with the statutes of the State of ________________________ and the provisions thereof, governing the conduct of the personal services being rendered by the Partnership.21. Notices. All notices between the Partners shall be in writing and shall be delivered to the party to be notified in person, or shall be mailed to that Partner, postage prepaid, at his last known address.22. Effect of Agreement. This Agreement shall bind and be for the benefit of the parties to the Agreement as well as their respective representatives, executors, administrators, or successors. Personal Services Partnership, Page 4 IN WITNESS WHEREOF, the parties have executed this Agreement at _________________________on this _______ day of ____________________________________________, 20___.Partner 1: ______________________________________Partner 2: ______________________________________