Law Partnership Agreement with Provisions for Terminating Partner's Interest

Law Partnership Agreement with Provisions for Terminating the Interest of a Partner – No Managing Partner

Agreement made on the

of , referred to herein as Alpha, of , referred to herein as Beta, of , referred to herein as Delta, and of , referred to herein as Sigma. Alpha, Beta, Delta, and Sigma are sometimes referred to herein as the Partners.

Whereas, the Partners are licensed to practice law in ; and

Whereas, the Partners desire to form a Partnership to conduct the general practice of law.

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Name and Purpose

The Partnership shall be known as . If a Partner withdraws or is expelled from the Partnership, the name of the Partner will be deleted from the Partnership name. However, the Partnership may continue to use the name of a deceased or retired Partner, but no compensation shall be paid for use of that name. The Partnership is established for the purpose of engaging in the practice of law.

2. Place or Business

A. The offices of the Partnership shall be located at .

B. The office location of the Partnership may be changed, and additional offices for the Partnership may be established, as mutually agreed on by Partners.

3. Term of Partnership

The Partnership shall commence as of , and shall continue until , and from year to year afterward, unless this Agreement shall be terminated in the manner provided in this Section 11 of this Agreement.

4. Contributions to Capital

A. The capital of the Partnership shall be $. Each Partner shall contribute towards such capital cash or assets at agreed valuations, as shown on Exhibit B.

B. Partnership shall pay no interest on the capital contributions of any Partner.

C. An individual capital account shall be maintained for each Partner and shall not be added to or withdrawn from without the consent of all Partners.

D. Capital gains and losses shall be shared between and among Partners in the same percentages as their capital contributions.

E. When all Partners consent to such an arrangement, interest at the rate of % per annum shall be allowed to a Partner on all loans made to the Partnership, and on any funds left with the Partnership that Partner would otherwise be entitled to withdraw.

5. Books and Accounting

The Partnership shall maintain a complete and accurate set of books relating to all receipts and expenditures. Monthly and annual operating statements shall be prepared and distributed to the Partners as promptly as possible. The books shall be maintained on a basis.

6. Expenses

All expenses incurred by a Partner on behalf of the Partnership shall be reimbursed. The Partners shall designate by agreement the particular expenses which are reimbursable and which are not.

7. Profits and Losses

A. The gross income of the Partnership shall consist of:

1. All fees for legal services rendered by any Partner or employee of the Partnership; and

2. All fees received by any Partner or employee for non-legal services rendered, such as, but not limited to, fees for serving as a fiduciary or trustee.

B. The net profits shall be determined by deducting all expenses of the Partnership from the gross income. The net profits shall be distributed to the Partners as follows:

1. Partner Alpha %;

2. Partner Beta %;

3. Partner Delta %; and

4. Partner Sigma %;

C. Losses of the Partnership shall be borne by the Partners in the same proportion as they share in the net profits. Partners shall contribute their share of the loss within days from their receipt of the monthly or annual operating statement, as the case may be. Failure to make such contribution within the period specified will entitle the Partnership to debit the Partner's share of Partnership capital. If the Partner's share of the capital is insufficient to cover the Partner's share of the loss, the Partner shall become indebted to the Partnership for the amount not covered by the Partner's capital and shall execute a negotiable promissory note in favor of the Partnership for that amount, payable within days.

8. Partnership Decisions

All decisions of the Partnership shall be made by a vote of the majority of the Partners, with each Partner having one vote. A Partner who is not present may may not vote by proxy.

9. Termination of Partner’s Interest

A. A Partner's interest in the Partnership shall terminate on the occurrence of any of the following:

1. Withdrawal or retirement of the Partner on days' written notice to the other Partners;

2. Expulsion of the Partner by a % vote of the other Partners;

3. Disability of the Partner as determined by a % vote of the other Partners. A determination that a Partner is disabled shall be made only after a period of disability exceeding consecutive days or a total of days within a period of consecutive calendar years; or

4. Death of the Partner.

B. When a Partner's interest in the Partnership is terminated, the Partnership must pay to the Partner or to the Partner's successor in interest the following:

1. A terminated Partner shall be paid the Partner's capital account as of the date of termination, the account to be paid within days after termination. In making the determination of the capital account, the assets of the Partnership consisting of tangible personal property, such as furniture, fixtures, office equipment, and law books shall be valued as agreed on between the terminated Partner or the Partner's successor in interest and the Partnership. If no agreement is reached, the determination of the value shall be made pursuant to Arbitration as set forth in Paragraph below.

2. A terminated Partner shall share in the accounts receivable of the Partnership when collected in the same proportion that the Partner shares in the net profits, after deducting the cost of collecting the receivables. A terminated Partner shall not share in the income for work in progress.

3. A terminated Partner shall share in the undistributed net profits of the Partnership to be determined as of the end of the month in which the termination occurred.

10. Client Records

All records of clients shall be retained by the Partnership until it receives written instructions from the client regarding those records.

11. Termination by Voluntary Dissolution

A. The Partnership may terminate effective on such date as it chooses. The effective date shall become the date of termination. Those individuals exercising the majority vote may choose to re-establish the firm business following such termination using the same name (excluding from that name only those who do not remain) and continue to firm assets except for personally owned items which may be removed by those not remaining. However, payment must then be made to each Partner excluded, as though he or she were deceased or retired; that is, he or she will be paid in accordance with Section 9.

B. If a majority do not choose to so re-establish the firm, then the firm will liquidate. After payment of debts (or reserves for them are set aside), assets will be divided according to the percentages set forth in Section 7.

C. During liquidation, decisions as to how this be accomplished shall be determined by a majority vote of the Partners. All rights to withdraw, to expel a member, to retire, and all rights to disability and death benefits shall be extinguished as of the date of termination.

D. All partners will attempt to complete all work before the termination date so that matters can be billed and collected.

E. From the date of termination, there shall be no further business transacted for the terminated Partnership. Offices may be maintained by a re-established firm or by the Partnership in liquidation, as the case may be.

F. As soon as practicable, the Partnership will assign all pending matters, including the files, to one or another of the Partners who most nearly may be considered the attorney of that client. While any client may choose by whom he or she prefers to be represented, should it be with a Partner to whom he or she was not assigned, then that Partner shall pay % of all fees earned from that client for a month period following the date of termination to the Partner to whom the client was assigned. This will be true whether the client actually pays the earned fees or not. No Partner shall collect receivables outstanding on the date of termination; rather the Partnership in liquidation will receive and account for the same.

G. Each Partner receiving any file shall immediately reimburse the Partnership for any advances which it may have made on behalf of that client. Such repaid amounts shall be received by the Partnership in liquidation and accounted for accordingly.

12. New Partners

The admission of any new Partner shall require the consent of all existing Partners. The capital contribution of the new Partner and the percentage of the new Partner's interest in the Partnership shall be determined by the existing Partners. A new Partner must consent to be bound by and sign this Agreement on admission as a Partner.

13. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

14. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

15. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices. Unless provided to the contrary above, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

17. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.