Partnership Agreement

Partnership Agreement with Covenant not to Compete

THIS PARTNERSHIP AGREEMENT is made and entered into as of (date), by and among Partner A of , hereinafter called Partner A, Partner B of , hereinafter called Partner B, and Partner C of , hereinafter called Partner C. Partner A, Partner B, and Partner C, are each also referred to herein as a Partner and together as the Partners.

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 Partners agree as follows:

1. Nature of Business. The Partners listed above hereby agree that they shall be considered Partners in business for the following purpose:

2. Name. The Partnership shall be conducted under the name of and shall maintain offices at .

3. Day-To-Day Operation. The Partners shall provide their full-time services and best efforts on behalf of the Partnership. No Partner shall receive a salary for services rendered to the Partnership. Each Partner shall have equal rights to manage and control the Partnership and its business. Should there be differences between the Partners concerning ordinary business matters, a decision shall be made by . It is understood that the Partners may elect one of the Partners to conduct the day-to-day business of the Partnership; however, no Partner shall be able to bind the Partnership by act or contract to any liability exceeding $ without the prior written consent of each Partner.

4. Capital Contribution. The capital contribution of each Partner to the Partnership shall consist of the following property, services, or cash which each Partner agrees to contribute:

Name of Partner    Capital Contribution    Agreed-Upon Cash    % Share

Partner A    $     $     %

Partner B    $     $     %

Partner C    $     $     %

The Partnership shall maintain a capital account record for each Partner; should any Partner’s capital account fall below the agreed to amount, then that Partner shall (i) have his share of Partnership profits then due and payable applied instead to his capital account; and (ii) pay any deficiency to the Partnership if his share of Partnership profits is not yet due and payable or, if it is, his share is insufficient to cancel the deficiency.

5. Profits and Losses. The profits and losses of the Partnership shall be divided by the Partners according to a mutually agreeable schedule and at the end of each calendar year according to the proportions listed in Paragraph 4 above.

6. Term; Termination. The term of this Agreement shall be for a period of years, unless the Partners mutually agree in writing to a shorter period. Should the Partnership be terminated by unanimous vote, the assets and cash of the Partnership shall be used to pay all creditors, with the remaining amounts to be distributed to the Partners according to their proportionate share.

7. Withdrawal; Death of Partner. In the event a Partner withdraws or retires from the Partnership for any reason, including death, the remaining Partners may continue to operate the Partnership using the same name. A withdrawing Partner shall be obligated to give sixty (60) days’ prior written notice of his intention to withdraw or retire and shall be obligated to sell his interest in the Partnership. No Partner shall transfer interest in the Partnership to any other party without the written consent of the remaining Partners. The remaining Partners shall pay the withdrawing or retiring Partner, or to the legal representative of the deceased or disabled Partner, the value of his interest in the Partnership, or:

A. The sum of his capital account,

B. Any unpaid loans due him,

C. His proportionate share of accrued net profits remaining undistributed in his capital account, and

D. His interest in any prior agreed appreciation in the value of the Partnership property over its book value.

No value for good will shall be included in determining the value of the Partner’s interest.

8. Non-Compete Agreement. A Partner who retires or withdraws from the Partnership shall not directly or indirectly engage in a business which is or which would be competitive with the existing or then anticipated business of the Partnership for a period of , in those counties of this State where the Partnership is currently doing or planning to do business.

9. 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.

10. 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.

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

12. 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.

13. 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.

14. 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.

15. 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.

16. Assignment of Rights. Except as provided herein, 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.

17. 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.

18. 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.

19. 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.