Fill and Sign the Partnership Agreement 497332479 Form

Partnership Agreement between Accountants Partnership agreement made _______________ (date) between _____________________________ (Name of Accountant Alpha) of _____________ _____________________________________ (street address, city, state, zip code) , hereinafter called Alpha , and _______________________ (Name of Accountant Beta) of ______________________________________________________ (street address, city, state, zip code) , hereinafter called Beta , and ______________________ (Name of Accountant Gamma ) of ______________________________________________ (street address, city, state, zip code) , hereinafter called Gamma , (collectively, the Partners ). Whereas, each of the parties to this Agreement is a certified public accountant licensed by _______________ (N ame of State) to practice as an accountant in ____________________ (N ame of State) ; and Whereas, the parties desire to form a partnership under the laws of ________________ (N ame of State) ; to carry on the business of accounting; 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. General Provisions A. The name of the Partnership shall be: ______________________ (Name of Partnership) . B. The original address of the Partnership shall be: ________________ ___________________________ (street address, city, state, zip code) . C. The Partnership shall commence on _______________ (date) a nd shall continue until terminated as provided here. D. The Partners voluntarily associate themselves together for the purpose of sharing in the profits and conducting the business of accounting. E. The initial capital of the Partnership will be $___________, contributed by amount and property as follows: Partner Cash Contribution Value of Property Total Contribution Alpha $______________ $_________________ $__________ Beta $______________ $_________________ $__________ Gamma $______________ $_________________ $__________ F. The profit and losses of the Partnership shall be allocated based on the initial capitalization as stated above. Any adjustments to this must be agreed to in writing by all Partners. No Partner shall withdraw any portion of the capital of the Partnership without the express written consent of the other Partners. G. Draws of the Partners from the profits shall be on an equal basis. In no event may a Partner's withdrawal exceed his basis in the Partnership. Amounts withdrawn will be charged to the Partner's distributive share of the profits and capital of the Partnership. H. No interest shall be paid to Partners for contributions of capital. All subsequent contributions of capital, after the initial contribution, will be in the same proportion as the original contribution. I. The Partnership will keep monthly financials prepared by a certified public accountant. The books shall be kept on a cash basis and shall be open to examination at any time by any Partner. The Partnership shall have a review prepared annually, as of the closing date of the year. J. The fiscal year of the Partnership shall end on _______________ (date) of each year. K. Each Partner shall devote his total and undivided time and attention to the Partnership. He shall use his utmost skills and ability to the furtherance of the Partnership business. No Partner is allowed outside business activities or moonlighting jobs. No Partner may enter into other business activities which may be considered competitive in nature to the Partnership. L. Each Partner shall have authority to bind the Partnership in making contracts and incurring obligations in the name of and on the credit of the Partnership. M. Banking shall be handled by ______________________ (Name of Bank) of _________________________ (Name of City and State) . Each Partner has the right to sign on checks. 2. Termination and Withdrawal Any Partner may withdraw from the Partnership at any time by providing _______ (number) days' written notice of such intent. The Partner will be paid, within _______ (number) months of withdrawal, the book value of the Partner's capital account as of the latest fiscal year-end review. 3. Termination; Liquidation Should a majority of Partners agree to terminate the Partnership, the proceeds of the liquidation shall be distributed in proportion to the original capital contributions after all liabilities have been satisfied. If there is a shortfall regarding liabilities, the Partners shall contribute in the same proportion as their original contribution to make up the deficit. 4. Termination by Death Upon the death of any Partner, the Partnership will pay the estate of the deceased or surviving spouse, within ______ (number) months of death, the book value of the deceased Partner's capital account as of the latest fiscal year-end review. Upon payment, such estate or spouse shall have no further interest in the Partnership or Partnership assets and property. The surviving Partners have the right to continue the use of the deceased Partner's name for ______ (number) years after death. 5. Expulsion of Partner Should a Partner violate any of these agreements, or by misconduct, or by willful inattention to the business welfare of the Partnership, the majority of Partners have the right to elect that such Partner shall be terminated from the Partnership. _______ (Number) of days' written notice shall be provided the Partner. Any loss due to the delinquency shall be charged to the Partner's capital account and be deducted before payment of the book value of his capital account as determined by the latest fiscal year- end review. 6. 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. 7. 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. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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. ________________________ _________________________ (P rinted Name of Alpha) (P rinted Name of Beta) ________________________ ________________________ (Signature of Alpha) (Signature of Beta) ________________________ (P rinted Name of Gamma) ________________________ (Signature of Gamma)