PARTNERSHIP AGREEMENT (TYPE B)

THIS AGREEMENT made this _______ day of __________, 20_____, by and among _____________________________________ (hereinafter referred to as "Partner One") and _________________________________ (hereinafter referred to as "Partner Two").

WHEREAS, partner one and partner two desire to form a partnership in the State of _______________________________.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.  The parties hereby form a partnership that will engage in the business of _____________________________ under the name of ________________________ 

2.  The partners ownership interest and capital account shall be as follows: ___________________________________________________________________

3.  The principal office of the partnership is to be located at ______________________, or in such other place as the parties agree.

4.  The partnership shall exist for a period of _____________________, commencing on _____________, 20____, and shall continue until ________, 20____, unless terminated earlier as hereinafter provided.

5.  Either party to this partnership agreement may withdraw from the partnership upon six (6) months notice to the remaining party to this partnership agreement.

6.  The partners shall share the profits and losses of the partnership in relationship to their ownership interest. 

7.  This partnership agreement shall immediately terminate upon the death of either partner.

8.  All controversies arising under or in connection with, or relating to any alleged breach of, this partnership agreement shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon any award rendered may be entered in any court having jurisdiction.

9.  This partnership agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

10. This partnership agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, negotiations and understandings of any nature with respect to the subject matter hereto. No amendment, waiver or discharge of any of the provisions of this agreement shall be effective against any party unless that party shall have consented thereto in writing.

11.  This partnership agreement shall be construed, interpreted and enforced in accordance with the laws of the state of _________________________.

IN WITNESS WHEREOF, Partner One and Partner Two have caused this partnership agreement to be duly executed the day and year set out above.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.

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Signature                                                 Date