Fill and Sign the Silent Partner Form

Agreement Adding Silent Partner to Existing Partnership This agreement is made the       day of       , 20       , between       of       , (Name of Alpha ) (Street Address, City, County, State, Zip Code) referred to herein as Alpha , and       (Name of Beta ) of       , referred to herein as Beta , (Street Address, City, County, State, Zip Code) Partners under the Partnership name of       , and (Name of Partnership)       , of       , referred to (Name of Zeta ) (Street Address, City, County, State, Zip Code) herein as Zeta . Whereas, Alpha and Beta have carried on the business of       , (Describe Type of Business) (the Business ) as Partners under and by virtue of Articles of Partnership, dated       ; (Date) and; Whereas, Alpha and Beta are desirous of increasing the capital of their business, for the purpose of more effectually carrying it on, and have agreed to admit Zeta into Partnership with them, upon the terms and conditions contained herein upon his advancing $       , to be added to the Partnership capital and effects. Now, therefore, for and in consideration of $       , and the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I. Upon payment of said $       on or before       each of them, (Date) Alpha , Beta and Zeta covenant and agree that they will be Partners in the Business for the term of       years, (Number) commencing from the       until       , subject to the (Date) (Date) agreements below. Agreement Adding Silent Partner to Existing Partnership Page 1 of 5 II. The capital of the Partnership shall be $       dollars, to be brought in by the Partners in the following proportions, namely: Alpha $       ; Beta $       ; and Zeta $       . III. The Business of the Partnership shall be carried on at the present store, warehouse, and premises located at       , or at such other place (Street Address, City, State, Zip Code) or places as the Partners shall from time to time agree upon, under the same style and firm, and in the same manner in all respects as the Partnership Business has been carried on by Alpha and Beta . IV. The Partnership Business shall be managed and carried on, and all purchases, sales, bills of parcels, orders, notes, letters, bills, receipts, payments, contracts, securities, dealings, and transactions, which shall be made, given, or taken for any matter or thing concerning the same, shall from time to time be so made, given, taken, and entered into in the name of Alpha and Beta . V. All goods, wares, and merchandise bought and sold, received in or delivered out, and the prices for which they were bought and sold, and all moneys, payments, securities, and dealings in general relating to the Partnership Business, shall be charged daily and entered by Alpha and Beta in proper books for that purpose, and, in particular, that a book shall be kept for the entry of the account of cash received and paid on the Partnership account. VI. Alpha and Beta shall, during the continuance of the Partnership, be the keepers of the cash, bonds, bills, notes, and other securities belonging to the Partnership, and shall balance the Partnership accounts once in every month in such manner as to exhibit the true state and condition of the affairs of the concern. VII. That if at any time during the continuance of the Partnership any cash, or bills, or other securities are received by Zeta on the Partnership account, he will immediately pay it to Alpha and Beta . VIII. Alpha and Beta will, at all times during the continuance of the Partnership, devote the whole of their time and skill, and to the best of their abilities carry on all the affairs of the Partnership, and shall not nor will, at any time during the continuance of such Partnership, either directly or indirectly, be concerned in any other trade, business or profession. Agreement Adding Silent Partner to Existing Partnership Page 2 of 5 IX. Zeta shall not be required to bestow any attention, or to act in any way in the Business any further than he shall think fit nor shall he during the continuance of the Partnership, or at any other time, be prevented from carrying on any other business or trade, excepting that of       , or any other (Type of Business) profession or employment whatsoever, either on his own account or in Partnership with any other person or persons. X. The profits of the joint Partnership concern, after deducting all the above expenses shall be divided into three equal portions, and that Alpha and Beta shall each receive       % of the profits. Zeta shall receive       % of the profits. Losses will be borne in the same proportions, unless they are caused by the willful neglect or default of either of the Partners, in which case the loss so incurred shall be made good by the partner through whose default it shall arise; XI. Except as all of the Partners may otherwise agree in writing, all actions and decisions respecting the management, operation and control of the Partnership and its Business (including without limitation all determinations referred to in this Agreement) may be taken or made with (and shall not be taken or made except with) the consent and agreement of Partners having aggregate Partnership Interests of not less than       %. XII. Alpha and Beta shall devote to the Business of the Partnership so much of his time as shall in such Partner's sole judgment be reasonably necessary for the efficient operation of the Business XIII. Nothing contained in this Agreement shall be deemed to constitute any Partner the agent of another Partner. A ll money advanced by any of the Partners on the joint Partnership account shall be passed to his credit in the Partnership account, and be entered in the books of the Partnership, and bear interest at the rate of %       percent per annum for so long a time as it shall be permitted to remain and shall be considered as a distinct loan, as if it had been borrowed from any other person, and be accounted for and paid to him before any division shall be made of the profits of the Partnership. XIV. Zeta shall, from time to time, be allowed to draw out of the Partnership Business weekly, and for his private expenses, any sum or sums not exceeding $       . Alpha and Beta s hall also be allowed from time to time to draw out of the Partnership Business weekly, for their own private expenses, any sum or sums not exceeding $       each. All such sums of money, from the time of drawing out will be entered in the cashbook belonging to the Partnership, and be duly accounted for by the parties respectively on every settlement of accounts and division of the profits of the Partnership. XV. If either of the Partners is desirous of terminating the Partnership at any time before the expiration of the term of       years, he shall be at liberty so to do, on giving (Number) Agreement Adding Silent Partner to Existing Partnership Page 3 of 5       calendar months' previous notice in writing of that desire to the others, or any of (Number) them. The continuing Partners shall have the privilege of taking all of the Partnership Business, at the rate at which it shall be appraised and valued, on paying his or their shares of the valuation to the retiring partner. XVI. in case of the death of any of the Partners before the expiration of the term of Partnership, the surviving Partners will settle and adjust all accounts, matters and things relating to the Partnership, with the executors or administrators of the deceased partner; but the surviving Partners shall have the option of taking all of the Partnership property at a fair market value. XVI. 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. XVII. 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. XVIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XIX. 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. XX. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XXI. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, 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. XXII. 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. Agreement Adding Silent Partner to Existing Partnership Page 4 of 5 XXIII. 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. XXIV. 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. XXV. 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. XXVI. 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. (Signature o Alpha ) (Signature of Beta )             (P rinted Name of Alpha ) (P rinted Name of Beta ) (Signature of Zeta )       (P rinted Name of Zeta ) Agreement Adding Silent Partner to Existing Partnership Page 5 of 5