DEATH-PAYMENTS IN GUARANTEED AMOUNTS
made __________________ (Month & Day), _________ (Year) among the following
1. Name and
business. The parties hereby
form a partnership under the firm name of
_______________________________________________ to conduct a general
advertising business in ______________________________________
2. Term. This Agreement shall be for the calendar
year _______ and thereafter from year to year.
Any partner may withdraw at the end of any calendar year, provided such
withdrawing partner gives written notice to each of the other partners of his
intention to withdraw at least _________ month(s) before the effective date of
3. Capital. The partners shall contribute to the capital
of the partnership as follows:
the senior partners shall determine that additional capital is required, such
additional capital shall be contributed by the partners in the same proportions
as the original contributions to partnership capital. Withdrawals of capital shall be permitted only by a decision made
by a majority of the senior partners. The junior and senior partners are
designated in paragraph 8.
partners capital account shall be determined and maintained throughout the term
of the partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, or its counterpart in any subsequently enacted
Internal Revenue Code (the Code), and any of the Treasury Regulations (the
Regulations) promulgated from time to time thereunder.
and loss. The net profits
and losses of the partnership, after deduction of monthly salaries to partners
as hereinafter provided for, shall be allocated among the partners in
proportion to their shares of capital as set forth in paragraph 3.
accounts. In addition to a
capital account, each partner shall have an income account which shall be
credited or charged with his share of net profits or losses of the partnership.
Withdrawals against any credit balance in an income account shall be made upon
the decision of the senior partners in accordance with the authority given to
them in paragraph 8. A debit balance in
an income account shall be repaid to the partnership at such time or times and
in such amounts as may be determined by the senior partners.
6. Salaries. The partners shall receive such monthly
salaries as may, from time to time, be fixed by the senior partners in
accordance with the authority given to them in paragraph 8.
7. Interest. No interest shall be paid to any partner on
his capital account or on any undistributed partnership profits.
8. Management. There shall be two classes of partners,
senior partners and junior partners.
___________________________________________ shall constitute the senior
shall constitute the junior partners.
Decisions with respect to the following matters shall rest exclusively
with a majority of the senior partners:
(A) All questions of general business policy.
(B) The necessity for additional capital.
(C) The amount of monthly salaries to be paid to
all partners, and the salaries of all employees.
(D) The duties to be performed by each
(E) The establishment and maintenance of
reserves of every character, and the amount or amounts to be allocated to such
reserves from time to time.
(F) The terms and amounts of all distributions
of profits to the partners.
9. Banking. All funds of the partnership shall be
deposited in such accounts as shall be designated by the senior partners and
all withdrawals from such accounts shall require the signature of at least one
of the senior partners.
10. Books. The books of the partnership shall be
closed, and the accounts of the partners stated, as at the end of each calendar
after death or withdrawal.
The death or withdrawal of one or more partners shall not require a
liquidation of the partnership, but the partnership business shall be continued
by the remaining partners under the same name as a continuing partnership,
subject to all of the terms and conditions of this Agreement. Any withdrawing partner or the estate of any
deceased partner shall not be entitled to share in the profits of the continuing
partnership, and the partners of the continuing partnership shall indemnify and
save harmless such withdrawing partner or the estate of a deceased partner from
any and all acts and liabilities of the continuing partnership. However, any withdrawing partner or the
estate of any deceased partner shall continue to be liable for all debts,
obligations, or liabilities incurred by the partnership prior to any such
withdrawal or death.
after death or withdrawal.
Upon the death or withdrawal of any partner, such withdrawing partner,
or the estate of any deceased partner, shall be entitled to receive an amount
equivalent to his capital account and his income account, as maintained in
accordance with the requirements of Section 704(B) of the Code and the
Regulations thereunder, but, in computing the assets of the business for this
purpose, no value for goodwill shall be included and proper provisions shall be
made for any contingent liability The amount due to a withdrawing partner shall
be determined as of the day of withdrawal and shall be payable, without
interest, one half within _______ days and the balance within ________ days
from the day of withdrawal. The amount
due to a deceased partner shall be determined as of the last business day of
the calendar month in which he dies, and shall be payable, without interest,
one half within three months and the balance within six months of such
day. His estate shall also be entitled
to receive monthly for ________ month(s) a sum equal to the monthly salary
payable to the deceased partner immediately prior to his death. Upon the termination of the partnership at
the end of any year based upon the vote of a majority of the junior and senior
partners in the aggregate, or upon the dissolution of the partnership under
applicable state law, the senior partners shall wind up and liquidate the
partnership in such manner as they shall deem to be advisable.
proceeds of such liquidation shall be applied in the following order of
priority: (I) to the payment of any
debts and liabilities of the partnership (II) to the setting up of any reserve
which the partners shall reasonably deem necessary to provide for any
contingent or unforeseen liabilities or obligations of the partnership. At the expiration of such period of time as
the partners shall deem advisable, the balance of such reserve remaining after
the payment of such contingency shall be distributed in the manner hereinafter
set forth (III) thereafter, the balance of the proceeds, if any, shall be
distributed in accordance with the positive capital account balances of the
partners, as determined after taking into account all capital account
adjustments for the partnership taxable year during which such liquidation
occurs, and shall be made by the end of such taxable year (or, if later, within
_______ days after the date of such liquidation). For purposes of this subparagraph, a liquidation of the
partnership shall mean a liquidation as set forth in Section
1.704-1(B)(2)(II)(G) of the Regulations.
following the liquidation of a partners interest in the partnership (within the
meaning of Treasury Regulations Section 1.704-1(B)(2)(II)(G) a partner has a
deficit balance in his capital account (as determined after taking into account
all adjustments to said capital account, including the adjustments for the year
during which such liquidation occurs), such partner shall be unconditionally
obligated to pay the amount of such deficit balance to the partnership by the
end of such taxable year or, if later, within ______ days after the date of such
liquidation, which amount shall be applied and distributed in accordance with
the provisions of this paragraph.
witness whereof the parties have signed this Agreement.