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Sample Partnership Agreement


5.2. An individual capital account shall be maintained for each Partner. The capital account of each Partner shall consist of his or her original capital contribution, increased by (a) additional capital contributions made by him or her, (b) his or her share of Partnership profits, and decreased by (i) distributions of such profits and capital to him or her, and (ii) his or her share of Partnership losses.

5.3. Except as specifically provided in this Agreement, or as otherwise provided by and in accordance with law to the extent such law is not inconsistent with this Agreement, no Partner shall have the right to withdraw or reduce his or her contributions to the capital of the Partnership.

Section 6. Profit and Loss

6.1. The percentages of Partnership Rights and Partnership Interest of each of the Partners shall be as follows:

Doe50 %
Smith50 %

6.2. Except as provided in Section 7.3. of this Agreement, for purposes of Sections 702 and 704 of the Internal Revenue Code of 1954, or the corresponding provisions of any future federal internal revenue law, or any similar tax law of any state or jurisdiction, the determination of each Partner's distributive share of all items of income, gain, loss, deduction, credit or allowance of the Partnership for any period or year shall be made in accordance with, and in proportion to, such Partner's percentage of Partnership Interest as it may then exist.

Section 7. Distribution of Profits

7.1. The net cash from operations of the Partnership shall be distributed at such times as may be determined by the Partners in accordance with Section 8 of this Agreement among the Partners in proportion to their respective percentages of Partnership Interest, provided, however, that no amount of net cash from operations shall be distributed during any fiscal year of the Partnership until after the Partnership has paid any required installment of the aggregate Purchase Price or Special Aggregate Purchase Price, as the case may be, provided in Section 19 hereof.

Copyright 1998 Steven M. Sack

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