Professional Limited Liability Partnership Agreement to Practice Medicine
THIS PARTNERSHIP AGREEMENT is made and entered into as of ______________
(date), by and among Partner Alpha of
_____________________________________________ (street address, city, state, zip
code) , hereinafter called Partner Alpha, Partner Beta of
_____________________________________________ (street address, city, state, zip
code) , hereinafter called Partner Beta, Partner Gamma of
_____________________________________________ (street address, city, state, zip
code) , hereinafter called Partner Gamma, and Partner Zeta, of
_____________________________________________ (street address, city, state, zip
code) , hereinafter called Partner Zeta. Partner Alpha, Partner Beta, Partner Gamma,
and Partner Zeta are each also referred to herein as a Partner and together as the
Partners.
Whereas, Partners are all physicians licensed to practice medicine in
________________________ (name of state) ; and
Whereas, Partners desire to form a Professional Limited Liability Partnership
(hereinafter referred to as the Partnership ), for the purpose of practicing medicine;
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:
I. Basic Structure
A. The Partners hereby form a Professional Limited Liability Partnership
under the laws of the State of ________________________ (Name of State) for
the purpose of the practice of medicine and agree to operate the Partnership
pursuant to the terms and provisions hereafter set forth.
B. The Partners have caused a Statement of Qualification relating to the
Partnership to be duly filed with the Secretary of State of the State of
________________________ (Name of State) on ________________________
(filing date), hereinafter called the Qualification Date ). From and after the
Qualification Date, the Partnership's business shall be governed by this
Agreement and the ________________________ (e.g., the Revised Uniform
Partnership Act), including the provisions relating to Limited Liability
Partnerships.
C. Name. The business ( i.e., the practice of medicine) of the Partnership
shall be conducted under the name of ________________________ (name) .
D. Use of Partner's Names in Partnership Name . In the event a Partner
whose name is included in the Partnership's name leaves the Partnership by
reason of death, disability, or retirement, the estate of the Partner, or the disabled
or retiring Partner, hereby expressly authorizes and consents to the continued
use of such Partner's name, at the option of the Partnership.
E. If a Partner whose name is included in the Partnership's name withdraws
or is expelled from the Partnership for any reason other than death, disability or
retirement, the Partnership may continue to use such Partner's name in the
Partnership's name unless and until the former Partner requests in writing that
his name be removed from the Partnership's name; then his name shall be
deleted from the Partnership name within sixty (60) days from the date of such
request.
F. Place of Business. The principal office and place of business of the
Partnership shall be located at ______________________________________
(street address, city, state, zip code) , or such other place as the Partners may
from time to time designate.
G. Term. The Partnership shall commence on ________________________
(date) , and shall be perpetual ______________________________________ [or
shall continue for (number) years], unless earlier terminated in the following
manner:
1. Pursuant to this Agreement;
2. By applicable ____________________ (Name of State) law; or
3. By death, insanity, bankruptcy, retirement, withdrawal, resignation,
expulsion, or disability of all of the then Partners.
H. Liability. No Partner shall incur any liability for any mistakes or errors in
judgment made in good faith and in the exercise of due care in connection with
the Partnership business, and no Partner shall be deemed to have violated any
of the provisions of this Agreement for any such mistakes or errors in judgment.
II. Management.
A. Managing Partner. The Managing Partner shall be __________________
(name).
B. Rights, Powers and Restrictions of Payments. No Partner without the
consent of all the other Partners shall:
1. Do any act in contravention of this Agreement.
2. Do any act which would make it impossible to carry on the ordinary
business of the Partnership.
3. Confess judgment against the Partnership.
4. Possess rights in specific Partnership property.
C. Powers. The Managing Partner shall have the authority to exercise the
powers reasonably necessary in order to pursue the Partnership's purpose,
provided, however, that the consent of all of the Partners shall be necessary for
any decision in contravention of the express desires of any other Partner or
involving $ __________________ or more:
D. Extent of Services . The Managing Partner shall devote his time,
attention, and energies to the business of the Partnership, and shall not during
the term of this Agreement be engaged in any other business activity, whether or
not such business activity is pursued for gain, profit, or other pecuniary
advantage, without first obtaining the prior written consent of the Partners; but
this shall not be construed as preventing the Managing Partner from investing,
when such investment will not interfere with the Managing Partner’s full time
employment by the Partnership.
E. Vacancies. Managing Partner vacancies shall be filled by a vote of the
Partners at a special meeting for such purpose.
F. Dissenting Vote . A Partner who is either present at a meeting of the
Partners at which action on any matter is taken, or who is absent but has notice
of such action by certified mail, shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person action as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by certified mail to the other Partners immediately after the adjournment
of the meeting or within __________________ (number) days after written
notification of such action by certified mail. The objection shall be deemed made
when mailed by certified mail. Such right to dissent shall not apply to a Partner
who voted in favor of such action.
G. Unanimous Consent Required to Admit Partners. There shall be no
right to admit additional Partners, except by unanimous consent of all of the
Partners.
H. Removal of Managing Partner
1. The Managing Partner may be removed by the Partners, but only if:
_____________________________________________ (set forth
circumstances; e.g., loses license to practice medicine).
2. A __________________ ( number) day notice must be given to the
Managing Partner spelling out to the Managing Partner those acts which
have caused such removal. The moving Partner shall, in writing, submit to
all of the Partners the basis upon which he seeks removal of the
Managing Partner and the name of another person as the proposed
successor Managing Partner of the Partnership. If, within ____________
(number) days after the submission of the allegation and the proposal of
substitution to all of the Partners, the Partners owning an aggregate of at
least __________________ (number) percent of the total capital income
approve such removal and proposed Partner substitution in writing, the
person so proposed shall be admitted as the Managing Partner.
III. Meetings of Partners
A. The Partners may hold meetings, both regular and special, either within or
without the State of __________________ (Name of State). Regular meetings of
the Partners may be held without notice at such time and at such place as shall
from time to time be determined by the Managing Partner.
B. Annual Meetings of Partners. Annual meetings of Partners, if actually
held, shall be held on such date and time as shall be designated from time to
time by the Partners and stated in the notice of the meeting, at which they shall
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each Partner entitled to vote at such meeting not less
than __________________ (number) nor more than __________________
(number) days before the date of the meeting.
C. Special Meetings. Special meetings of Partners, for any purpose or
purposes, may be held by waiver of notice and consent or may be called by a
Managing Partner and shall be called by a Managing Partner at the request in
writing of a Partner owning not less than __________________ (number)
percent of the entire capital or profit interest of the Partnership. Such request
shall state the purpose or purposes of the proposed meeting. Written notice of a
special meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be given not less than
__________________ (number) nor more than __________________ (number)
days before the date of the meeting, to each Partner entitled to vote at such
meeting.
D. Voting. Unless specifically provided herein to the contrary, w henever the
vote of Partners at a meeting thereof is required or permitted to be taken for or in
connection with any action, a majority shall control and the meeting and the vote
of the Partners may be dispensed with if the written consent to each such action
from Partners having not less than the minimum percentage of the vote for such
action.
E. At all meetings of the Partners, a majority of the Partners shall constitute a
quorum for the transaction of business and the act of a majority of the Partners
present at any meeting at which there is a quorum shall be the act of the
Partners. If a quorum shall not be present at any meeting the Partners present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
F. Any action required or permitted to be taken at any meeting of the
Partners thereof may be taken without a meeting, if all the Partners consent in
writing.
G. Partners may participate in a meeting by means of telephone conference
or similar communications equipment..
IV. Capitalization
A. Definitions
1. For purposes of this document capital shall be defined as property
owned by the Partnership other than property of a kind which would be
includable in the inventory of the Partnership in its ordinary course of
business in accordance with generally accepted accounting principles .
The gain on such property and the losses, deductions, amortization and
depreciation associated with such property shall be added to or subtracted
from the Partners' capital accounts.
2. All other operating profits or losses of the Partnership shall be (if
income) deemed to be income of the Partners according to their share of
profits and losses. If losses, these shall be deducted from the Partners
capital accounts according to their share of profits and losses.
Undistributed profits shall be added to the relevant Partners' capital
accounts. Amounts distributed in excess of current profits shall be
deducted from the relevant Partners' capital accounts.
3. Upon dissolution, any Partner having a negative capital account
balance shall be required to make up such balance.
B. Initial Contributions of Partners. Each Partner has contributed to the
initial capital of the Partnership property in the amount and form indicated on
Exhibit A attached hereto and made a part hereof. Capital contributions to the
Partnership shall not bear interest. An individual capital account shall be
maintained for each Partner.
C. Additional Capital Contribution. If at any time during the existence of
the Partnership it becomes necessary to increase the capital with which the said
Partnership is doing business, then upon the majority vote of the Partner: each
Party to this Agreement shall contribute to the capital of this Partnership, within
__________________ (number) days notice of written request for the same, an
amount according to his then Percentage Share of Capital as called for by the
Managing Partner.
D. Rights of the Partners upon the Default of a Partner . Upon the refusal
of any Partner to make a capital contribution as required in Section IV-C:
1. The Managing Partner shall notify, in writing, the remaining
Partners of any default no later than __________________ (number) days
following the date upon which the defaulted Partner's payment was
originally due.
2. Any Partner, other than the defaulted Partner may, within
__________________ (number) days thereafter, purchase the
Partnership interest of the defaulted Partner by notifying the Partners and
by making payment:
(i) To the defaulted Partner, an amount equal to
__________________ (number) percent of such defaulted
Partner's then capital, less the expenses incurred in the sale; and
(ii) To the Partnership, the amount of the capital contribution
required upon which the defaulting Partner defaulted.
3. Should more than one Partner notify the Managing Partner of an
intention to purchase the Partnership interest of the defaulting
Partner, then each such Partner desiring to purchase the defaulted
Partner's interest may purchase that portion according to such
purchasing Partner's then percentage share of capital. The purchase
shall be made in accordance with the provisions if Subsection
D-2 above.
E. Percentage Share of Capital . The Percentage Share of Capital of each
Partner shall be (unless otherwise modified by the terms of this Agreement) as
follows:
Initial Percentage
________________________ ________________________
(Partner Alpha) (Share of Capital)
________________________ ________________________
(Partner Beta) (Share of Capital)
________________________ ________________________
(Partner Gamma) (Share of Capital)
________________________ ________________________
(Partner Zeta) (Share of Capital)
F. Partner's Share of Profits and Losses. The individual Partners shall
share in the profits and losses of the Partnership according to their then
Percentage Share of Capital. Notwithstanding the foregoing, the Managing
Partner shall receive an additional $ __________________ for his services as
Managing Partner.
G. Adjustments. Nothing herein to the contrary withstanding, the rules of
Internal Revenue Code § 704(b) shall be followed in determining capital and the
Partners' capital accounts.
H. Interest. No interest shall be paid on any contribution to the capital of the
Partnership.
I. Return of Capital Contributions . No Partner shall have the right to
demand the return of his capital contributions except as herein provided.
J. Rights of Priority. Except as herein provided, the individual Partners
shall have no right to any priority over each other as to the return of capital
contributions.
K. Distributions
1. Distributions to the Partners of net operating profits of the
Partnership, as hereinafter defined, shall be made at least monthly . Such
distributions shall be made to the Partners simultaneously.
2. For the purpose of this Agreement, net operating profit for any
accounting period shall mean the gross receipts of the Partnership
for such period, less the sum of all cash expenses of operation of the
Partnership, and such sums may be necessary to establish a
reserve for operating expenses.
V. Assignment of Partnership Interest
A. No Right to Assign Right to Profits and Losses. Except as herein
provided, the Partnership interest shall not be assigned.
B. Transfers. The Partners shall not sell, assign, pledge or otherwise
transfer or encumber in any manner or by any means whatever, and share in all
or any part of the interests of the Partnership now owned or hereafter acquired
by them without having first obtained the consent of or offered it to the other
Partners and to the Partnership in accordance with the terms and conditions of
this Agreement.
C. Offer to Purchase Partnership Interest
1. In the event that any Partner is in receipt of a bona fide offer to
purchase his interest, and shall desire to sell, assign, transfer or otherwise
dispose of his interest without the prior written consent of the other
Partners, he shall serve notice to such effect upon the other Partners and
the Partnership by registered or certified mail, return receipt requested,
and said notice shall indicate the name and address of the person desiring
to purchase the same and the price and terms of payment upon which
said sale is proposed. Said notice shall also imply an offer to sell such
interest first to the Partnership and then, if the Partnership does not
exercise its option, to the other Partners upon the same payment terms as
the proposed sale. The Partnership and then, if the Partnership does not
exercise its option, the other Partners shall each have two weeks in which
to exercise the option to purchase.
2. The purchase of such interest shall be in accordance with Section
V-I.
D. Partner Desires To Sell
1. In the event that any Partner, not in receipt of a bona fide offer,
shall desire to dispose of his interest, dissolve, make an assignment for
the benefit of creditors or be adjudicated bankrupt, he shall, at least
__________________ (number) days prior to the date he is to dispose of
his interest, serve notice upon the other Partners and upon the
Partnership by registered or certified mail, return receipt requested, said
notice containing an offer to sell such interest first to the Partnership and
then, if the Partnership does not exercise its option, to the other Partners
upon the following terms and conditions. The Partnership and then, if the
Partnership does not exercise its option, the other Partners shall each
have two weeks in which to exercise the option to purchase.
2. The purchase price of the interest of a Partner shall be as set forth
in Section V-I of this Agreement.
3. The purchase of such interest shall be in accordance with Section
V-I .
E. Disability
1. If any Partner is, by reason of illness, injury or disability, unable to
carry on his normal duties in the conduct of the Partnership business then
such inactive Partner shall be deemed permanently disabled. Such
disability shall be deemed to have occurred when the Partner is unable to
effectively carry on his normal duties during any __________________
(number) months during any __________________ (number) consecutive
period. A permanently disabled Partner shall be deemed to have offered
his interest first to the Partnership and then, if the Partnership does not
exercise its option, to the other Partners upon the following terms and
conditions. The Partnership and then, if the Partnership does not exercise
its option, the other Partners shall each have two weeks in which to
exercise the option to purchase.
2. The purchase price paid for such interest shall be as set forth in
Section V-I .
3. The purchase of such interest shall be in accordance with Section
V-I .
F. Death
1. Upon the death of any Partner, the entire interest of such deceased
Partner shall be sold to the Partnership.
2. The purchase price paid for such interest shall be as set forth in
Section V-I .
3. The purchase of such interest shall be in accordance with Section
V-I .
4. Inasmuch as the Partnership has arranged to provide funds needed
to acquire the interest of any of the Partners through life insurance policies
on their respective lives, it is hereby agreed that the Partnership shall
secure life insurance at its own expense, on the lives of the
Partners and in amounts set forth in Exhibit B attached hereto.
G. Termination of Employment before Normal Retirement
1. If any Partner's employment with the Partnership voluntarily or
involuntarily is terminated before age __________________ (number),
then such event shall constitute an implied offer to sell his interest first to
the Partnership and then, if the Partnership does not exercise its option, to
the other Partners upon the following terms and conditions. The
Partnership and then, if the Partnership does not exercise its option, the
other Partners shall each have two weeks in which to exercise the option
to purchase.
2. The purchase price paid for such interest shall be as set forth in
Section V-I .
3. The purchase of such interest shall be in accordance with Section
V-I .
H. Termination of Employment after Certain Age.
1. If any Partner voluntarily or involuntarily terminates employment
with the Partnership after age __________________ (number) such event
shall constitute an implied offer to sell his interest first to the Partnership
and then, if the Partnership does not exercise its option, to the other
Partners upon the following terms and conditions. The Partnership and
then, if the Partnership does not exercise its option, the other Partners
shall each have two weeks in which to exercise the option to purchase.
2. The purchase price paid for such interest shall be as set forth in
Section V-I .
3. The purchase of such interest shall be in accordance with Section
V-I.
I. Purchase Price. The purchase price paid for an interest pursuant to the
terms of this Agreement shall be calculated as follows:
1. The Partner's Partnership Value shall be determined by calculating
the adjusted capital contribution rendered by the Partner which has not yet
been repaid to the Partner;
2. After calculating the adjusted capital contribution which has not yet
been re-paid to the Partner, the figure shall be supplemented by the
portion of the Partnership's profits, if any, earned through the date of
disposition of the interest;
3. The purchase price shall be paid in cash or by cashier's check. The
purchase of the Partnership interest will take place at a closing, held at
__________________ (time) on the __________________ (number) day
after the date on which the option to purchase is exercised at the
Partnership's primary place of business, or at any other place to which the
parties agree.
J. Substitution of Additional Partners . Notwithstanding anything to the
contrary the assignee (including, but without limitation, any transferee or
purchaser) of the whole or any part of the Partnership interest shall not he
substituted as a Partner without prior written consent of the Managing Partner. In
no event shall the consent of the Managing Partner be given unless such
assignee, as a condition precedent to such consent has:
1. Accepted and assumed in a form satisfactory to the Managing
Partner, all and provisions of this Agreement;
2. Executed such other documents or instruments as may be required
in order to effectuate its admission as a Partner; provided an opinion or
counsel in form and substance satisfactory to counsel for the
Partnership, that neither the offering nor the assignment of the
Partnership interest violates any provision of any federal or state
securities law and executed a statement that he is acquiring his interest in the
Partnership for his own account for investment, and not with a view to
sale or distribution thereof;
3. Executed such other documents or instruments as the Managing
Partner may reasonably require in order to effectuate the admission
of assignee as a Partner;
4. Be licensed to practice medicine in the state of _______________
(name of state); and
5. Paid such reasonable expenses, which expenses are estimated to
be __________________ (amount) , as may be incurred in connection with
such admission as a Partner.
K. Death, Dissolution, Withdrawal of a Partner. The death, expulsion,
dissolution, withdrawal, assignment for the benefit of creditors, retirement,
adjudication or bankruptcy or legal incapacity of a Partner shall not dissolve or
terminate the Partnership. Upon any such event the financial interest of such
Partner and all rights and obligations under this Agreement shall descend to and
vest in the heirs, legatees or legal representatives of such Partner; however,
such heirs, legatees or legal representatives may be bought out in accordance
with the provisions of this Agreement.
L. Sale of More Than 50% in Any 12-Month Period. No assignment of any
Partnership interest shall be effective if such assignment would result in there
having occurred within a 12-month period a sale or exchange of 50% or more of
the total interest in the Partnership capital and profits.
VI. Liquidation of Partnership and of Partner's Interests
A. Dissolution . In the event that the Partnership shall hereafter be dissolved
for any reason whatsoever, a full and general account of its assets, liabilities and
transactions shall at once be taken. Such assets may be sold and turned into
cash as soon as possible and all debts and other amounts due the Partnership
collected. The proceeds thereof shall thereupon be applied as follows:
1. To discharge the debts and liabilities of the Partnership and the
expenses of liquidation.
2. To pay each Partner or his legal representative any unpaid salary,
drawing account, interest or profits to which he shall then be
entitled and in addition, to repay to any Partner his capital contributions
in excess of his original capital contribution.
3. To divide the surplus, if any, amount the Partners or their
representatives as follows:
(i) First (to the extent of each Partner's then capital account) in
proportion to their then capital accounts;
(ii) Then according to each Partner's then Percentage Share of
Capital (or Income) .
B. Liquidations
1. Upon liquidation of the Partnership (or any Partner's interest in the
Partnership), liquidating distributions are required in all cases to be made
in accordance with the positive capital account balances of the Partners,
as determined after taking into account all capital account adjustments for
the Partnership taxable year during which such liquidation occurs by the
later of the end of such taxable year or __________________ (number)
days after the date of such liquidation.
2. If such Partner has deficit balance in his capital account following
the liquidation of his interest in the Partnership, as determined after
taking into account all capital account adjustments for the Partnership
taxable year during which such liquidation occurs, he is
unconditionally obligated to restore the amount of such deficit balance to
the Partnership by the end such year. Such amount shall, upon liquidation
of the Partnership, be paid to creditors of the Partnership or
distributed to other Partners in accordance with their positive capital
account balances.
C. Right to Demand Property. No Partner shall have the right to demand
and receive property in kind for his distribution.
VII. Limitations. P artners shall not endorse, guarantee, or act as surety on any
obligation, contract any indebtedness, or transfer any interest that may obligate the
Partnership for the indebtedness or may not give a third party an interest in the
Partnership, without the prior written permission of Partners representing a majority
interest in the Partnership. Partners shall not engage in any business or professional
activity relating to the practice of medicine outside of the Partnership except an activity
requiring the Partner's capital investment only.
IX. Patients and Medical Records. Partners shall continue to treat and care for all
patients who consulted them prior to the formation of the Partnership. All new patients
shall be given an initial opportunity to select the doctor under whose care they desire to
be placed. If the patient has no preference, the patient shall be assigned to a Partner,
with new patients distributed equally among Partners. Once an election or assignment
has been made as to a patient's doctor, the patient shall remain under that doctor's care
until the patient elects to terminate the relationship. The medical records shall be the
property of the Partnership, and the records shall be centrally filed. Partners shall be
responsible for the maintenance of the medical records of their patients. On dissolution
of the Partnership, Partners may retain the records of those patients that they cared for
or are presently treating, unless the patients elect otherwise. On withdrawal of a
Partner, the records shall be handled as specified in Section X.
X. Expulsion. A Partner shall be expelled from the Partnership if the Partner shall
(i) be expelled from a professional organization or have the Partner's license to practice
medicine revoked; (ii) resign from a professional organization under threat of expulsion;
or (iii) be convicted of a felony for a crime involving moral turpitude. ______________
(Number) days' prior written notice shall be required of any intent to expel a Partner,
and the notice shall contain a statement of the reason for expulsion. The expulsion shall
become operative at the expiration of the notice period unless the Partner to be
expelled has filed an appeal which has not been finally determined at the time.
XI. Retirement or Death. A Partner may retire from the Partnership after attaining
age __________________ (age) , on giving __________________ (number) months'
prior written notice of an intention to do so. On either retirement or death, the
Partnership shall pay to the retired Partner or to the decedent Partner's estate: _______
% of the Partner's average annual earnings for the last __________________
(number) years for a period of __________________ (number) months; _______ % for
a period of __________________ (number) months, and _______ % for a period
of __________________ (number) months. Additionally, the Partner or the estate shall
be entitled to the Partner's share of the profits for the last active fiscal year or part of
that fiscal year.
XII. New Partners. New Partners may be admitted to the Partnership only on a vote
of Partners representing _______ % of the Partnership interests. The Partnership
interests and capital accounts of existing Partners shall be adjusted proportionately to
provide a new Partner with an interest in the Partnership, once the new Partner's
contribution to capital is received. All new Partners must acknowledge their concurrence
in being bound by this Agreement.
XIII. Insurance. The Partnership shall obtain and maintain a policy of malpractice
insurance providing for $ __________________ in benefits for any one occurrence, and
$ __________________ total liability for any one practicing physician. The policy shall
insure against any accidental or negligent acts of the physicians, but shall not insure
against deliberate or reckless conduct.
XIV. Vacations and Leave. Each Partner shall be entitled to __________________
(number) weeks of vacation and __________________ (number) weeks of sick leave
during each calendar year. Partners shall not carry over any unused vacation time,
except with the express consent of the remaining Partners representing _______ % of
the Partnership interest. Each Partner shall receive __________________
(number) days per year to attend medical meetings, seminars, and courses necessary
to maintain skills and knowledge in the practice of medicine. A Partner who takes time
off in excess of the above provisions may do so without compensation, and that
Partner's share of the annual net profits shall be reduced by _______ % for each week
of additional time off used. The Partner's lost profits shall be divided proportionately
among the remaining Partners.
XV. Miscellaneous Provisions.
A. Year, Books, Statements
1. The Partnership's fiscal year shall commence on January 1st of
each year and shall end on the 31st day of December each year.
Full and accurate books of account shall be kept at such place as the
Managing Partner may from time to time designate, showing the
condition of the business and finances of the Partnership; and each
Partner shall have access to such books of account and shall be entitled
to examine them at any time during ordinary business hours. At the end of
each year, the Managing Partner shall cause the Partnership's
accountant to prepare a balance sheet setting forth the financial
position of the Partnership as of the end of that year and a statement of
operations (income and expenses) for that year. A copy of the balance
sheet and statement of operations shall be delivered to each Partner
as soon as it is available.
2. Each Partner shall be deemed to have waived all objections to any
transaction or other facts about the operation of the Partnership disclosed
in such balance sheet and/or statement of operations unless he shall have
notified the Managing Partner in writing of his objectives within
__________________ (number) days of the date on which such
statement is mailed.
3. The Partnership books shall be kept on the __________________
(cash or accrual) basis and in accordance with generally accepted
accounting principles consistent with those employed for determining its
income for Federal income tax purposes.
B . Protection of Confidential Information. No Partner, while a Partner of
the Partnership, shall directly or indirectly disclose to any other person, firm or
corporation the business secrets, confidential business information, or the names
or addresses of any of the patients of the Partnership or its successors or use
such items to the detriment of the Partnership or any successor entity.
C. Additional Instruments . This Agreement shall be binding upon the
parties hereto and upon their heirs, executors, administrators, successors or
assigns, and the parties hereto agree for themselves and their heirs, executors,
administrators, successors and assigns to execute any and all instruments in
writing which are or may become necessary or proper to carry out the purpose
and intent of this Agreement.
D. Amendments. This Agreement may be altered at any time by the decision
of Partners holding not less than two-thirds (2/3) of the then capital of the
Partnership confirmed by an instrument in writing, which instrument the Partners
hereby agree to execute.
E. Banking. The Partnership shall maintain a bank account or bank accounts
in the Partnership's name in a national or state bank in the State of
__________________ (Name of State). Checks and drafts shall be drawn on the
Partnership's bank account for Partnership purposes only.
F. 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.
G. 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.
H. Governing Law. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of __________________
(name of state).
I. Notices. Unless provided herein to the contrary, 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.
J. 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.
K. 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.
L. 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.
M. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
N. Gender. Words used herein regardless of the gender specifically used,
shall be deemed and construed to any other gender, masculine, feminine or
neuter, as the context requires.
O. Compliance with Laws. In performing under this Agreement, all
applicable governmental laws, regulations, orders, and other rules of duly-
constituted authority will be followed and complied with in all respects by both
parties.
WITNESS our signatures as of the day and date first above stated.
__________________________
General Partner Alpha
__________________________
General Partner Beta
__________________________
General Partner Gamma
__________________________
General Partner Zeta
