Partnership Renewal Agreement

PARTNERSHIP RENEWAL AGREEMENT

This Partnership Renewal Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Partner A Name: with principal address , and Partner B Name: with principal address .

RECITALS

WHEREAS, the parties formed a partnership identified as (the "Partnership") under a Partnership Agreement dated ; and

WHEREAS, the parties desire to renew and amend certain terms of the Partnership Agreement to continue the Partnership for an additional term and to set forth current capital, management and allocation arrangements;

WHEREAS, the parties intend for this Agreement to supplement and, where inconsistent, to supersede the prior Partnership Agreement only to the extent provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Agreement" means this Partnership Renewal Agreement and any schedules attached hereto. "Capital Account" means the account maintained for each Partner in accordance with the Partnership's accounting policies and applicable law. Terms not otherwise defined herein shall have the meanings given in the original Partnership Agreement.

2. RENEWAL OF TERM

The term of the Partnership shall be extended for an additional period commencing on and ending on , unless sooner terminated in accordance with the provisions of this Agreement.

3. CAPITAL CONTRIBUTIONS

Each Partner agrees to make the following additional capital contributions for the renewal term:

Failure by a Partner to make a required contribution when due shall constitute an Event of Default under this Agreement entitling the non-defaulting Partner to exercise remedies specified herein, including dilution of the defaulting Partner's interest and payment of interest on overdue contributions at the rate of per annum, compounded monthly.

4. PROFITS, LOSSES AND DISTRIBUTIONS

Net profits and net losses of the Partnership for each fiscal period shall be allocated among the Partners in proportion to their respective Percentage Interests as set forth below:

Distributions shall be made at such times and in such amounts as agreed by the Partners, subject to preservation of reasonable reserves for anticipated Partnership liabilities and working capital.

5. MANAGEMENT AND AUTHORITY

The Partners shall continue to manage the Partnership as set forth in the original Partnership Agreement, except as modified herein. Routine decisions concerning day-to-day operations shall be made by . Major decisions, including but not limited to the sale of substantially all Partnership assets, admission of additional partners, or amendment of this Agreement, shall require the affirmative vote or written consent of Partners holding at least of the Percentage Interests.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants that: (a) such Partner has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a legal, valid and binding obligation of such Partner enforceable in accordance with its terms; and (c) execution and delivery of this Agreement does not violate any agreement, judgment, or order applicable to such Partner.

7. CONFIDENTIALITY

Each Partner shall maintain in confidence all proprietary and non-public information of the Partnership and of the other Partner acquired in the course of the Partnership's business and shall not disclose such information except as required by law or with the prior written consent of the other Partner. This obligation shall survive termination of the Partnership for a period of three (3) years.

8. DEFAULT; REMEDIES

An Event of Default shall include, without limitation, a material breach of this Agreement, failure to make required capital contributions, insolvency, or material misappropriation of Partnership assets. Upon an Event of Default, the non-defaulting Partner shall be entitled to pursue all remedies at law or in equity, including specific performance, damages, and equitable relief. Remedies are cumulative and the election of one remedy shall not preclude the election of others.

9. DISSOLUTION AND WINDING UP

In the event of dissolution of the Partnership pursuant to applicable law or by written agreement of the Partners, the Partnership shall be wound up in an orderly manner. The Partnership shall liquidate assets, satisfy liabilities, and distribute remaining assets in accordance with the Partners' respective Capital Accounts and Percentage Interests after giving effect to all allocations and adjustments required by this Agreement and applicable law.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to the Partners at the addresses set forth below or at such other address as a party may designate by written notice.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by all Partners. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. Failure to enforce any provision shall not constitute a waiver of any other provision.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

13. DISPUTE RESOLUTION

The Partners agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties shall submit the dispute to mediation in the State specified in Section 12. If mediation does not resolve the dispute, the parties agree that any unresolved controversy or claim shall be resolved by binding arbitration administered in accordance with the parties' agreement, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

14. ENTIRE AGREEMENT

This Agreement, together with the Partnership Agreement to the extent expressly incorporated herein, constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Partners.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the provision held invalid shall be reformed only to the extent necessary to make it enforceable.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as original signatures.

17. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The obligations and liabilities of the Partners under this Agreement shall be joint and several to the extent required by applicable law.

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