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Limited Liability Partnership Agreement

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Limited Liability Partnership Agreement Powered By Docstoc
					A limited liability partnership (LLP) is a partnership in which some or all partners have
limited liability. This Limited Liability Partnership Agreement is an agreement between
the partners that sets forth the material terms and conditions of the relationship between
the partners. It outlines the capital contributions, distribution of profits and losses,
bookkeeping, termination, dissolution and winding up of the partnership, among other
things. This document contains numerous standard provisions that are commonly
included in LLP agreements and may be customized to fit the specific needs of the
partners. This agreement should be used by individuals when forming a limited liability
partnership.
                            LIMITED LIABILITY PARTNERSHIP AGREEMENT

     THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT (hereinafter “the Agreement”)
     made and effective on date, by and between the following Parties:

     __________________ (“Partner 1”) having his, her or its physical place of business at
     __________________, and ________________________ (“Partner 2”) having his, her or its
     physical place of business at _______________________, collectively referred to as the
     “Partners” or “Parties”. [Comment: Additional partners may be added to this Agreement]

     The Partners wish to set forth, in this Agreement, the terms and conditions by which they will
     associate themselves in the Limited Liability Partnership (“LLP”).

     The Partners wish to set forth, in this Agreement, the terms and conditions by which they will
     associate themselves in the Partnership.

     NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners
     affirm in writing their association as a Partnership in accordance with the following provisions:
     The Partners wish to set forth, in this Limited Liability Partnership Agreement, the terms and
     conditions by which they will associate themselves in the Limited Liability Partnership.

1.        Formation; Name and Place of Business.

      A.      By this Limited Liability Partnership Agreement and pursuant to the
     ____________________________, or its laws regarding limited liability partnerships, the Partners
     hereby agree to form a limited liability partnership named __________________ (“_____”) or
     such other name as is approved by the Partners, and also agree that such name shall be used at all
     times in connection with the limited liability partnership’s business and affairs. Its principal
     place of business shall be located at____________________ until changed by agreement of the
     Partners, but the limited liability partnership may own property and transact business in any and
     all other places as may from time to time be agreed upon by the Partners. The Partners shall
     execute such assumed or fictitious name certificates as may be desirable or required by law to be
     filed in connection with the formation of the Limited Liability Partnership and shall cause such
     certificates to be filed in all appropriate public records.

     [Insert the name of the individual or partner who] is hereby authorized and empowered
     by all the Limited Partners to prepare, file, and publish either the original or any
     amended or modified Certificates of Limited Liability Partnership as may be necessary
     or desirable.

     B.       A complete list of all Partners are as follows:

              Partners:
              ____________________________

              ____________________________


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2.       Purpose.

     The purpose of the Limited Liability Partnership shall be to [_______________________]. The
     Limited Liability Partnership may also engage in any and every other kind or type of business,
     whether or not pertaining to the foregoing, upon which the Partners may at any time or from time
     to time agree.

3.       Term.

     The Limited Liability Partnership shall commence as of the date of this Agreement and shall
     continue until terminated as provided herein or by law.

4.       Partners' Addresses.

     The addresses of the Partners are as stated above. A Partner may change such address by written
     notice to the other Partners pursuant to Section 17.

5.      Capital Accounts and Loans.
     A. The Partners shall make an initial investment of capital, contemporaneously with the
     execution of this Agreement, as follows:

     Partners                              Capital

     1. _______________, ________________ Dollars ($__________) ___% (_______ percent).

     2. _______________, _________________ Dollars ($__________) ___%.(_____ __percent).

     B.      Each Partner shall be personally liable to the LLP for the entire amount his/her/its initial
     capital contribution. In addition to each Partner’s share of the profits and losses of the LLP, as
     set forth in Section 6, each Partner is entitled to an interest in the assets of the LLP.

     C.      The amount credited to the capital account of the Partners at any time shall be such
     amount as set forth in this Section 5 in addition to the Partner’s share of the net profits of the
     LLP and any additional capital contributions made by the Partner and less the Partner’s share of
     the losses of the LLP and any distributions to or withdrawals made by the Partner. For all
     purposes of this Limited Liability Partnership Agreement, the LLP’s net profits and each
     Partner’s capital account shall be computed in accordance with Generally Accepted Accounting
     Principles, consistently applied, and each Partner’s capital account, as reflected on the LLP’s
     federal income tax return as of the end of any year, shall be deemed conclusively correct for all
     purposes, unless an objection in writing is made by any Partner and delivered to the accountant
     or accounting firm preparing the income tax return within one (1) year after the same has been
     filed with the Internal Revenue Service. If an objection is so filed, the validity of the objection
     shall be conclusively determined by an independent certified public accountant or accounting
     firm mutually acceptable to the Partners.




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     D.      Additional Capital Contributions: Each Partner hereby agrees that, in addition to
     his/her/its initial Capital Contribution he/she/it will contribute additional capital to the LLP in an
     amount proportionate to his/her/its ownership interest if the Partners determine, in their
     reasonable business judgment, that such contributions are required to enable the LLP to continue
     to operate or do as follows:

     Such additional capital contributions shall be made by the Partners within twenty (20) business
     days after written notice is received by such Partner setting forth the amount of additional capital
     required.

     E.       Default In Making Additional Capital Contributions.

             (1) If any Partner fails to contribute the additional capital required of him/her within
     thirty (30) days after written call for contribution, the other Partners shall be given the
     opportunity to contribute amounts that will equal the assessment in default. They shall contribute
     amounts equaling the assessment in default in a proportion commensurate with the proportion of
     the capital interest in the LLP of the non-defaulting Partner(s) prior to the call for additional
     contributions or in any other proportions that they may determine. The allocation of profits or
     losses among all the Partners shall be adjusted according to the change in capital contributions
     by the Partners.

     F.      Withdrawal and Return of Capital: A Partner shall not have the right to withdraw any of
     its capital without the consent of all the Partners, except upon dissolution and liquidation of the
     LLP. Except as otherwise stated herein, no Partner shall be allowed to receive property other
     than in the case of the return of any Capital Contribution.

     G.      A partner may loan or advance money to or for the benefit of the LLP when the terms of
     said loan have been approved by [insert vote required, for example majority vote] of the
     Partners. In such cases, a loan from a Partner to the LLP shall bear an interest rate approved by
     [insert vote required] of the Partners.

6.        Profits and Losses.

     A. At the end of every financial year the net profit of the LLP shall be determined.

     B. Such profit shall be divided between the Partners in the same proportion as their respective
     contribution to the LLP. While the Partners shall be entitled to make such monthly drawings from
     the LLP as may be agreed by and between them, the same shall be adjusted against their share of the
     net profits at the end of the relevant financial year. In the event of profits not being earned or not
     being sufficiently earned in the relevant financial year, the Partners shall forthwith reimburse to the
     LLP the amount of their drawings or the amounts drawn by them in excess of their share of profits,
     or alternatively shall have their drawing adjusted against profits, if any earned during the
     immediately succeeding financial year. In the event of a Partner choosing to have his/her/its
     drawings or excess drawings adjusted against net profits earned during the next financial year, the
     same shall be considered to be a loan granted by the LLP to such Partner, which shall carry interest
     at the rate of ___% (_______ percent) per annum.



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     C. In the event any Partner chooses to leave his/her/its share of net profits in the company, he/she/it
     shall not be entitled to any interest on the same and shall further be liable for any tax that the LLP
     may be liable to pay thereon.

     D. The Partners shall be entitled to leave the profits in the firm for reasons that may suit their
     personal situation, but they shall withdraw the dividends.

     E. The Partners shall not be entitled to any salary, except as may be agreed by all the Partners.

     F. The losses of the business shall be borne by the Partners in proportion with their shares in the
     LLP unless otherwise expressly agreed in writing.

7.       Books and Records of Account.

     A.    The LLP books and records shall be maintained by [insert the name of the designated
     partner(s)] at the principal office of the LLP.

     B.     The books shall be kept on a fiscal year basis, and shall be closed and balanced at the end
     of each fiscal year. An audit shall be made as of the closing date.

     C.      Each Partner shall have access to the books and records at all reasonable times. There
     shall be established on the books and records of the LLP a Capital Account for each Partner. The
     LLP shall determine whether the cash or accrual method of accounting is to be used in
     keeping the LLP records. Within not more than ninety (90) days after the close of each
     calendar year, [insert the name of the designated partner(s)] shall furnish to all Partners
     a year-end balance sheet for the LLP and a full and detailed financial report on the
     business operations of the LLP for and during the entire preceding calendar year.

     D.     [Insert the name of the designated partner(s)] shall furnish to all Partners their
     Federal and State income tax forms, including statements of the net distributable
     income or loss to each Partner from the operation of the LLP. The Capital Account for
     each Partner shall at all times be maintained and adjusted according to the rules set forth in
     Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

8.       Transfer of Partnership Interests.

     A.      Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage,
     encumber, hypothecate, or otherwise dispose of the whole or part of that Partner’s interest in the
     LLP, and no purchaser or other transferee shall have any rights in the LLP as an assignee or
     otherwise with respect to all or any part of that Partnership interest attempted to be sold,
     assigned, transferred, mortgaged, encumbered, hypothecated, or otherwise disposed of, unless
     and to the extent that the remaining Partner(s) have given consent to such sale, assignment,
     transfer, mortgage, hypothecation, or encumbrance, but only if the transferee forthwith assumes
     and agrees to be bound by the provisions of this Limited Liability Partnership Agreement and to




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     become a Partner for all purposes hereof, in which event, such transferee shall become a
     substituted Partner under this Limited Liability Partnership Agreement.

     B.      Transfer Does Not Dissolve Partnership. No transfer of any interest in the LLP, whether
     or not permitted under this Limited Liability Partnership Agreement, shall dissolve the LLP. No
     transfer, except as permitted under Subsection 8A, shall entitle the transferee, during the
     continuance of the LLP, to participate in the management of the business or affairs of the LLP, to
     require any information or account of Partnership transactions, or to inspect the books of account
     of the LLP; but it shall merely entitle the transferee to receive the profits to which the assigning
     Partner would otherwise be entitled and, in case of dissolution of the LLP, to receive the interest
     of the assigning Partner and to require an account from the date only of the last account agreed to
     by the Partners.

9.       Death, Incompetency, Withdrawal, or Bankruptcy.

     Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any
     successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership
     shall continue as set forth in Section 3, subject, however, to the following terms and conditions:

     A.  Death or              Incompetency.         [CHOOSE          ONE      OF   THE   FOLLOWING   TWO
     PARAGRAPHS]

     In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the
     surviving Partner(s) shall have the right either to purchase the interest of the decedent in the LLP
     or to terminate and liquidate the LLP business. If the surviving Partner(s) elects to purchase the
     decedent’s interest, he/they shall serve notice in writing of such election, within three months
     after the death of the decedent, upon the executor or administrator of the decedent, or, if at the
     time of such election no legal representative has been appointed, upon any one of the known
     legal heirs of the decedent at the last-known address of such heir. (a) If the surviving Partner(s)
     elects to purchase the interest of the decedent in the LLP, the purchase price shall be equal to the
     decedent’s capital account as at the date of his death plus the decedent’s income account as at the
     end of the prior fiscal year, increased by his share of Partnership profits or decreased by his share
     of Partnership losses for the period from the beginning of the fiscal year in which his death
     occurred until the end of the calendar month in which his death occurred, and decreased by
     withdrawals charged to his income account during such period. No allowance shall be made for
     goodwill, trade name, patents, or other intangible assets, except as those assets have been
     reflected on the LLP books immediately prior to the decedent’s death; but the survivor shall
     nevertheless be entitled to use the trade name of the LLP. (b) Except as herein otherwise stated,
     the procedure as to liquidation and distribution of the assets of the LLP business shall be the
     same as stated in Section 10 with reference to voluntary termination.

                                                              [OR]

     In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the
     successors in interest of that Partner shall succeed to the LLP interest of that Partner and shall
     have the rights, duties, privileges, disabilities, and obligations with respect to this Partnership,



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the same as if the successors in interest were parties to this Limited Liability Partnership
Agreement, including, but not limited to, the right of the successors to share in the profits or the
burden to share in the losses of this Partnership, in the same manner and to the same extent as the
deceased or incompetent Partner; the right of the successors in interest to continue in this
Partnership and all such further rights and duties as are set forth in this Limited Liability
Partnership Agreement with respect to the Partners, the same as if the words “or his/her/its
successors in interest” followed each reference to a Partner; provided, however, that no successor
in interest shall be obligated to devote any service to this Partnership and, provided further, that
such successors in interest shall be treated as holding a passive, rather than active, ownership
investment.

B.       Payments Upon Retirement or Withdrawal of Partner.
         1)      Amount of Payments: Upon the retirement or withdrawal of a Partner, that
         Partner, shall be entitled to receive the amount of the Partner’s capital account (as of the
         end of the fiscal year of the LLP next preceding the day on which the retirement or
         withdrawal occurs) adjusted for the following:
                a)       Any additional capital contributions made by the Partner and any
                distributions to or withdrawals made by the Partner during the period from the
                end of the preceding fiscal year to the day on which the retirement or withdrawal
                occurs;
                b)       The Partner’s share of profits and losses of the LLP from the end of the
                preceding fiscal year of the LLP to the day on which the retirement or withdrawal
                occurs, determined in accordance with Generally Accepted Accounting
                Principles, consistently applied; and
                c)       The difference between the Partner’s share of the book value of all of the
                LLP assets and the fair market value of all Partnership assets, as determined by a
                fair market value appraisal of all assets. Unless the retiring or withdrawing
                Partner and the LLP can agree on one appraiser, three (3) appraisers shall be
                appointed: one by the LLP, one by the retiring or withdrawing Partner, and one
                by the two appraisers thus appointed. All appraisers shall be appointed within
                ___________ days of the date of retirement or withdrawal. The average of the
                three appraisals shall be binding on all Partners.

Time of Payments: Subject to a different written agreement among the Partners or successors
thereto, the amount specified above shall be paid within __________ (_____) business days
following the receipt of the appraisal by the Partners (A) in cash, in full. (B) in at least _____
percent (__%) cash, with the remainder to be paid in equal monthly installments over a period of
no more than ______ (__) months from the first payment, with interest to be paid at ___ percent
(__%) per year.

         2)     Alternate Procedure: In lieu of purchasing the interest of the retiring or
         withdrawing Partner as provided in Section 9A, the remaining Partners may elect to
         dissolve, liquidate and terminate the LLP. Such election shall be made, if at all, within
         ________ (___) calendar days following receipt of the appraisal referred to above.

C. Removal of a Partner.



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      Any Partner may be removed by agreement of the Partners whose capital accounts total a
      majority [Comment: This may also be by unanimous vote or any other vote as decided by
      the Partners] of the value of all Partners capital accounts. Written notice of a meeting where
      removal of a Partner is to be considered shall include a specific reference to this matter. The
      removal shall become effective upon payment of the value of the removed partners capital
      account, which shall be in accordance with the provisions on full withdrawal of a Partner noted
      in Section ___. The vote action shall be treated as receipt of request for withdrawal.

10.       Procedure on Dissolution of Partnership.

      A.      Except as provided in Section 9A, the LLP may be dissolved only by the affirmative vote
      of at least ___ percent (__ %) of the total partnership interests (not one person, one vote). Upon
      dissolution, the Partners shall proceed with reasonable promptness to liquidate the LLP business
      and assets and wind-up its business by selling all of the LLP assets, paying all LLP liabilities,
      and by distributing the balance, if any, to the Partners in accordance with their capital accounts,
      as computed after reflecting all losses or gains from such liquidation in accordance with each
      Partner’s share of the net profits and losses as determined under Section 6.

      B.    On the termination of the LLP, regardless of how it is terminated, the affairs of
      the Partnership shall be wound up by [insert the name of the designated partner(s)].

      C.     If for any reason the partner designated in Section 10A refuses to serve or is
      incapable of serving, a majority in interest, not in number, of the Partners may appoint
      or designate a Trustee in Liquidation who shall serve to wind up the affairs of the
      Partnership.

      D.    The Trustee in Liquidation need not be a commercial corporate trustee, need not
      be bonded, and may be a Partner. Whoever serves to wind up the affairs of the
      Partnership, the following procedure shall be followed:
            1)      On termination, the assets of the LLP shall be applied to payment of the
            outstanding LLP liabilities, although an appropriate reserve may be maintained
            and the amount determined by the [insert the name of the designated partner(s)]
            or Trustee in Liquidation for any contingent liability, until that contingent liability is
            satisfied.
            2)      The balance of the reserve, if any, shall be distributed together with any
            other sum remaining after payment of the outstanding LLP liabilities to the
            Partners as their interest appears in Section 5 unless otherwise provided in this
            Agreement.
            3)      At the time of the termination of the LLP, no Partner, shall be liable to the
            LLP for the repayment of any deficit in his/her/its capital account resulting from
            the allocation of non-cash items such as depreciation to that Partner's capital
            account; provided, however, that any deficit resulting from cash withdrawals by
            the Partner shall be repaid to the Partnership and be available for distribution
            hereunder.




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      E.      Nothing contained in this Agreement shall defeat the right of a Partner to require
      and/or to seek to and obtain a court-supervised or court-ordered accounting, winding
      up, liquidation, and dissolution of the LLP.

      F.     No Partner shall be entitled to demand a distribution be made in Limited Liability
      Partnership property, but [insert the name of the designated partner(s)] may make or
      direct property distributions to be made, using the property's fair market value as of the
      time of distribution as the basis for making the distribution.

11.       Management Duties and Restrictions

      A.      The Partners shall have equal rights in the management of the Partnership business.
      Without the consent of the other Partner (neither or no) Partner shall, on behalf of the
      Partnership, make, deliver, or accept any commercial paper, or execute any mortgage, security
      agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any
      property for or of the Partnership other than the type of property bought and sold in the regular
      course of its business. All ordinary business decisions including salaries, the hiring and firing of
      employees, issues related to the purchase or lease of office space, marketing, supplies, web
      design, incurrence of any expense, the purchase of any asset, or the execution of any agreement
      or contract with a monetary value over __________ dollars ($_________) shall be decided only
      by [Insert how decisions shall be made, for example, mutual consent, majority consent if there
      are more than two partners, etc.].

      B.       Each Partner shall diligently attend to the business and devote his whole time and attention
      thereto;

      C. Each Partner shall forthwith pay all monies, checks and negotiable instruments received by him
      or her on account of the firm into said bank to the firm account;

      D. Each Partner shall be just and faithful to the other Partners and at all times give to such full
      information and truthful explanations of all matters relating to the affairs of the Partnership and
      afford every assistance in his or her power in carrying on the business for their mutual advantage;

      E. The First Partner shall be responsible for _____________________________________


      F. The Second Partner shall be responsible for _____________________________________

      [Comment: The Partnership may appointment a Managing Partner(s) to manage
      all or a portion of the Partnership’s operations and if so, this Section may be
      modified to reflect the names of said Managing Partners and their specific
      responsibilities and duties]

12.       Liabilities




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      No Partner shall be liable to the LLP, or any third party individuals or entities (in their capacities
      as Partners of the LLP) for monetary damages or otherwise liable, responsible or accountable for
      any acts performed, or for any failure to act, except that this provision shall not eliminate or limit
      the liability of a Partner (i) for acts or omissions that involve willful or intentional misconduct or
      gross negligence or (ii) for any transaction from which the Partner received any improper
      personal benefit.

13.       Banking

      All funds of the LLP shall be deposited in its name in such checking account or accounts of
      ________________ as shall be designated by the Partners. All withdrawals therefrom are to be
      made upon checks signed only by [Insert the name of the designated partner(s)].

14.       Title to Limited Liability Partnership Property

      If for purposes of confidentiality, title to LLP property is taken in the name of a nominee or of
      any individual Partner, the assets shall be considered to be owned by the LLP and all beneficial
      interests shall accrue to the Partners in the percentages set forth in this Limited Liability
      Partnership Agreement.

15.       Governing Law and Venue.

      This Limited Liability Partnership Agreement and the rights of the Partners shall be governed by and
      construed in all respects in accordance with the laws of the ______ of ___________________ as they
      apply to agreements entered into and to be performed entirely within ___________ between
      ____________ residents, without regard to conflict of law provisions and shall be treated, in all
      respects, as a _____________ contract. The Parties further agree that venue of any legal action or
      claim hereunder shall be exclusively in and with a court having jurisdiction over __________
      County, __________. The Parties further agree and hereby consent to, and waive all defenses of lack
      of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the _____
      of ________ and _________ County. Notwithstanding the foregoing either party may seek equitable,
      preliminary, or permanent injunctive relief from any court of competent jurisdiction, which rights and
      remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to
      which either party may be entitled.

 16.      Dispute Resolution [ You MUST Choose (A), (B), (C), (D), (E), or (F)]

      The Partners shall endeavor to resolve any differences of opinion which may arise between them with
      respect to the provisions of this Limited Liability Partnership Agreement by negotiation between
      themselves personally or with the assistance of their attorneys and unless in the opinion of any party,
      acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed
      otherwise, no party shall commence any public proceedings until the negotiations have failed to
      produce a resolution. In furtherance of the provisions of this paragraph, all Partners hereby agree to
      make themselves available on short notice and to negotiate promptly and in good faith, any matter any
      party may wish to negotiate. If there is no resolution then:




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A. Litigation in Court
The Parties agree that any legal dispute, claim, or action hereunder shall be resolved exclusively in
and with a court of law or equity having jurisdiction over the Parties and subject matter.
The Parties further agree that service of process may be effectuated upon them by first class mail,
postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other
Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
signing for and receiving such service.

B. Mediation followed by Litigation in Court
The Parties agree that any dispute shall first be submitted in a good faith effort for resolution by
mediation, and then, if necessary, litigation in court, as set forth below.

Mediation is deemed to be good faith settlement negotiations, with each of the Parties with settlement
authority in attendance, with or without attorneys, with the assistance of one qualified neutral
mediator, which mediator will attempt to facilitate a consensual resolution of part or all of our dispute.

If the Parties cannot agree upon a mediator within thirty (30) calendar days of the giving of notice of a
demand for mediation, each Partner shall submit the names of three mediators. All such mediators
shall be (i) members of a reputable mediation service (such as, for example only, JAMS/Endispute or
Judicate West), (ii) persons actively involved in mediating private cases, and (iii) residents of the area
where the mediation is to occur, so as to minimize travel related expenses related to the mediator. If
the Parties cannot agree on a mediator from that list, then the Parties shall alternately strike four names
from the list, with the first Partner and succeeding Partners to strike being determined by lot. After
each Partner has used two strikes, the mediator shall be determined by entering the remaining names
on the list in a drawing, and randomly selecting from those two names, with the Partner selecting
being the Partner who was not the last Partner to strike a name. Unless agreed to otherwise, the
Partner submitting the dispute for mediation will advance ___% (___ percent) of all necessary costs
and expenses for the mediation and the responding Partner or Partners will be responsible for ____%
(___ percent), unless there are cross-claims asserted, in which instance the Parties will each advance
an equal share. The Parties, however, shall bear their own legal fees and costs for the mediation. The
ultimate apportionment of the costs of the mediation, including legal fees and costs, may be an issue in
the mediation.

If mediation fails, or it is determined that a Partner has an absolute legal right to forego mediation
regarding part or all of the dispute, then that portion of the dispute will be resolved exclusively in and
with a court of law or equity having jurisdiction over the Parties and subject matter.

Notwithstanding the foregoing either Partner may seek equitable, preliminary, or permanent injunctive
relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in
addition to any other rights or remedies at law or in equity to which either Partner may be entitled.
The Parties further agree that service of process may be effectuated upon them by first class mail,
postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other
Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
signing for and receiving such service.

C. Mediation followed by Binding Arbitration



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The Parties agree that any dispute shall first be submitted in a good faith effort for resolution by
mediation, and then, if necessary, binding arbitration, as set forth below.

Mediation is deemed to be good faith settlement negotiations, with each of the Parties with settlement
authority in attendance, with or without attorneys, with the assistance of one qualified neutral
mediator, which mediator will attempt to facilitate a consensual resolution of part or all of our dispute.

If the Parties cannot agree upon a mediator within thirty (30) calendar days of the giving of notice of a
demand for mediation, each Partner shall submit the names of three mediators. All such mediators
shall be (i) members of a reputable mediation service (such as, for example only, JAMS/Endispute or
Judicate West), (ii) persons actively involved in mediating private cases, and (iii) residents of the area
where the mediation is to occur, so as to minimize travel related expenses related to the mediator. If
the Parties cannot agree on a mediator from that list, then the Parties shall alternately strike four names
from the list, with the first Partner and succeeding Partners to strike being determined by lot. After
each Partner has used two strikes, the mediator shall be determined by entering the remaining names
on the list in a drawing, and randomly selecting from those two names, with the Partner selecting
being the Partner who was not the last Partner to strike a name. Unless agreed to otherwise, the
Partner submitting the dispute for mediation will advance ___% (___ percent) of all necessary costs
and expenses for the mediation and the responding Partner or Partners will be responsible for ____%
(___ percent), unless there are cross-claims asserted, in which instance the Parties will each advance
an equal share. The Parties, however, shall bear their own legal fees and costs for the mediation. The
ultimate apportionment of the costs of the mediation, including legal fees and costs, may be an issue in
the mediation.

If mediation fails, or it is determined that a Partner has an absolute legal right to forego mediation
regarding part or all of the dispute, then that portion of the dispute, will be submitted to binding
confidential arbitration before the American Arbitration Association ("AAA"), JAMS/Endispute,
Judicate West, or a similar reputable arbitration service, in accordance with the rules and procedures
of the organization at the time of the arbitration, except as set forth herein. The process for choosing
the arbitration service and the single arbitrator shall be the same as above regarding selecting a
mediator, and the criteria for the arbitrators shall also be the same as above.

If there is arbitration there shall be full rights of discovery and ability to subpoena and call witnesses
pursuant to the law and court rules of the jurisdiction or venue where the arbitration is being held,
even if the rules of the arbitration organization do not require or allow this.

Unless agreed to otherwise, the Partner who initially asserts a claim or claims for arbitration will
advance ___% (___ percent) of all necessary costs and expenses of arbitration (excluding the legal
fees and costs of a Partner) and the other Partner or Partners will be responsible for ____% (___
percent), unless the arbitrator decides otherwise upon motion by a Partner, including by taking into
consideration whether cross-claims are asserted and the proportionate value of those cross claims as
well as the likely percentage of time to be devoted in the arbitration to such cross-claims, and the
financial ability and proportionate resources of the Parties, which may be submitted in private. The
ultimate cost of the arbitration, including legal fees and costs, shall be borne by the losing Partner or in
such proportion as the arbitrator shall decide based upon law and facts, including for motions brought



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and lost if the arbitrator determines that there was not a good faith basis for bringing or opposing some
portion or all of the motion, which arbitration and attorneys’ fees and costs may be sought, awarded,
payable, and confirmable by a court of competent jurisdiction following a ruling on the motion and
prior to the conclusion of the arbitration.

It is agreed that the decision, award or judgment of the arbitrator(s) in the arbitration may be
confirmed by a court of competent jurisdiction and thereafter enforced or appealed in the same
manner as if it had been rendered by a judge or jury in a judicial proceeding. The Parties agree to use
all reasonable efforts to keep all matters relating to any mediation and arbitration hereunder
confidential.

In the event a mediation settlement agreement is entered into or an arbitration decision, award or
judgment is obtained, or settlement consent judgment agreed to, whether entered, filed or confirmed in
court or not, the Partner against which there may be obligation or against which the decision, award or
judgment has been made agrees to pay all attorneys' fees and costs incurred in the enforcement of any
such agreement, decision, award or judgment. This provision is separate and apart from any other
provision for attorneys' fees and costs incurred to enforce the agreement, decision, award or judgment.

This provision does not merge with any arbitration or judgment and may be used either (1) as a basis
for obtaining attorneys' fees and costs in the same matter in which an award or judgment was obtained
or (2) as a basis for obtaining attorneys' fees and costs in a separate action.

It is further agreed that any mediation settlement shall be reduced to a consent judgment, which may
be confirmed by a court of competent jurisdiction and thereafter enforced (but not appealed) in the
same manner as if the judgment had been rendered in a judicial proceeding. Again, however, the
Parties agree to use all reasonable efforts to keep all matters relating to any mediation and arbitration
hereunder confidential.

The arbitrator shall set forth in writing evidentiary rulings, findings of fact and conclusions of law, and
shall render all awards based thereon. Following application by either Partner to a court of competent
jurisdiction for an order confirming, modifying, or vacating the award, the court shall have the duty,
right and power to review: (a) whether the findings of fact rendered by the arbitrator(s) are supported
by admissible evidence, and by the proper burden of proof; and, (b) whether, as a matter of law based
on such findings of fact, the award should be confirmed, modified or vacated. Upon such
determination, judgment shall be entered in favor of either Partner consistent therewith. The Court
shall grant attorneys’ fees and costs to the Partner that prevails on any action, proceeding, motion,
appeal, or the like, to oppose confirmation, or to modify or vacate an award.

Notwithstanding the foregoing either Partner may seek equitable, preliminary, or permanent injunctive
relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in
addition to any other rights or remedies at law or in equity to which either Partner may be entitled.
Each Partner will bear their own fees and costs, including those of attorneys or experts, in relation to
any mediation, arbitration, or litigation, except as specifically set forth herein.

The Parties further agree that service of process may be effectuated upon them by first class mail,
postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other



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Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
signing for and receiving such service.

D. Mediation followed by Non-Binding Arbitration followed by Litigation in Court
The Parties agree that any dispute shall first be submitted in a good faith effort for resolution by
mediation, and then, if necessary, non-binding arbitration, and then if necessary, litigation in court, as
set forth below.

Mediation is deemed to be good faith settlement negotiations, with each of the Parties with settlement
authority in attendance, with or without attorneys, with the assistance of one qualified neutral
mediator, which mediator will attempt to facilitate a consensual resolution of part or all of our dispute.

If the Parties cannot agree upon a mediator within thirty (30) calendar days of the giving of notice of a
demand for mediation, each Partner shall submit the names of three mediators. All such mediators
shall be (i) members of a reputable mediation service (such as, for example only, JAMS/Endispute or
Judicate West), (ii) persons actively involved in mediating private cases, and (iii) residents of the area
where the mediation is to occur, so as to minimize travel related expenses related to the mediator. If
the Parties cannot agree on a mediator from that list, then the Parties shall alternately strike four names
from the list, with the first Partner and succeeding Partners to strike being determined by lot. After
each Partner has used two strikes, the mediator shall be determined by entering the remaining names
on the list in a drawing, and randomly selecting from those two names, with the Partner selecting
being the Partner who was not the last Partner to strike a name. Unless agreed to otherwise, the
Partner submitting the dispute for mediation will advance ___% (___ percent) of all necessary costs
and expenses for the mediation and the responding Partner or Partners will be responsible for ____%
(___ percent), unless there are cross-claims asserted, in which instance the Parties will each advance
an equal share. The Parties, however, shall bear their own legal fees and costs for the mediation. The
ultimate apportionment of the costs of the mediation, including legal fees and costs, may be an issue in
the mediation.

If mediation fails, or it is determined that a Partner has an absolute legal right to forego mediation
regarding part or all of the dispute, then that portion of the dispute, will be submitted to non-binding
confidential arbitration before the American Arbitration Association (“AAA”), JAMS/Endispute,
Judicate West, or a similar reputable arbitration service, in accordance with the rules and procedures
of the organization at the time of the arbitration, except as set forth herein. The process for choosing
the arbitration service and the single arbitrator shall be the same as above regarding selecting a
mediator, and the criteria for the arbitrators shall also be the same as above.

If there is arbitration there shall be full rights of discovery and ability to subpoena and call witnesses
pursuant to the law and court rules of the jurisdiction or venue where the arbitration is being held,
even if the rules of the arbitration organization do not require or allow this.

Unless agreed to otherwise, the Partner who initially asserts a claim or claims for arbitration will
advance ___% (___ percent) of all necessary costs and expenses of arbitration (excluding the legal
fees and costs of a Partner) and the other Partner or Partners will be responsible for ____% (___
percent), unless the arbitrator decides otherwise upon motion by a Partner, including by taking into
consideration whether cross-claims are asserted and the proportionate value of those cross claims as



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well as the likely percentage of time to be devoted in the arbitration to such cross-claims, and the
financial ability and proportionate resources of the Parties, which may be submitted in private. The
ultimate cost of the arbitration, including legal fees and costs, shall be borne by the losing Partner or in
such proportion as the arbitrator shall decide based upon law and facts, including for motions brought
and lost if the arbitrator determines that there was not a good faith basis for bringing or opposing some
portion or all of the motion, which arbitration and attorneys’ fees and costs may be sought, awarded,
payable, and confirmable by a court of competent jurisdiction following a ruling on the motion and
prior to the conclusion of the arbitration.

It is agreed that the decision, award or judgment of the arbitrator(s) in the arbitration may be
confirmed by a court of competent jurisdiction and thereafter enforced or appealed in the same
manner as if it had been rendered by a judge or jury in a judicial proceeding. If a Partner wishes to
challenge some portion or all of the decision, award, or judgment that Partner may. The Parties agree
to use all reasonable efforts to keep all matters relating to any mediation and arbitration hereunder
confidential.

In the event a mediation settlement agreement is entered into or an arbitration decision, award or
judgment is obtained, or settlement consent judgment agreed to, whether entered, filed or confirmed in
court or not, the Partner against which there may be obligation or against which the decision, award or
judgment has been made agrees to pay all attorneys' fees and costs incurred in the enforcement of any
such agreement, decision, award or judgment. This provision is separate and apart from any other
provision for attorneys' fees and costs incurred to enforce the agreement, decision, award or judgment.
This provision does not merge with any arbitration or judgment and may be used either (1) as a basis
for obtaining attorneys' fees and costs in the same matter in which an award or judgment was obtained
or (2) as a basis for obtaining attorneys' fees and costs in a separate action.

It is further agreed that any mediation settlement shall be reduced to a consent judgment, which may
be confirmed by a court of competent jurisdiction and thereafter enforced (but not appealed) in the
same manner as if the judgment had been rendered in a judicial proceeding. Again, however, the
Parties agree to use all reasonable efforts to keep all matters relating to any mediation and arbitration
hereunder confidential.

The arbitrator shall set forth in writing evidentiary rulings, findings of fact and conclusions of law, and
shall render all awards based thereon. Following application by either Partner to a court of competent
jurisdiction for an order confirming, modifying, or vacating the award, the court shall have the duty,
right and power to review: (a) whether the findings of fact rendered by the arbitrator(s) are supported
by admissible evidence, and by the proper burden of proof; and, (b) whether, as a matter of law based
on such findings of fact, the award should be confirmed, modified or vacated. Upon such
determination, judgment shall be entered in favor of either Partner consistent therewith. The Court
shall grant attorneys’ fees and costs to the Partner that prevails on any action, proceeding, motion,
appeal, or the like, to oppose confirmation, or to modify or vacate an award.

Notwithstanding the foregoing either Partner may seek equitable, preliminary, or permanent injunctive
relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in
addition to any other rights or remedies at law or in equity to which either Partner may be entitled.




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Each Partner will bear their own fees and costs, including those of attorneys or experts, in relation to
any mediation, arbitration, or litigation, except as specifically set forth herein.
The Parties further agree that service of process may be effectuated upon them by first class mail,
postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other
Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
signing for and receiving such service.

E. Binding Arbitration

The Parties agree that any dispute shall be resolved by binding confidential arbitration, before a single
arbitrator, as set forth below.

If the Parties cannot agree upon an arbitrator within thirty (30) calendar days of the giving of notice of
a demand for arbitration, each Partner shall submit the names of three arbitrators. All arbitrators shall
be (i) members of a reputable mediation service (such as, for example only, JAMS/Endispute ,
Judicate West, or American Arbitration Association), (ii) persons actively involved in arbitrating
private cases, and (iii) residents of the area where the arbitration is to occur, so as to minimize travel
related expenses related to the arbitrator. If the Parties cannot agree on an arbitrator from that list, then
the Parties shall alternately strike four names from the list, with the first Partner and each succeeding
Partner to strike being determined by lot. After each Partner has used two strikes, the arbitrator shall
be determined by entering the remaining names on the list in a drawing, and randomly selecting from
those names, with the Partner selecting being the last Partner to strike a name.

The arbitration shall be conducted in accordance with the rules and procedures of the organization at
the time of the arbitration, except as set forth herein.

If there is arbitration there shall be full rights of discovery and ability to subpoena and call witnesses
pursuant to the law and court rules of the jurisdiction or venue where the arbitration is being held,
even if the rules of the arbitration organization do not require or allow this.

Unless agreed to otherwise, the Partner who initially asserts a claim or claims for arbitration will
advance ___% (___ percent) of all necessary costs and expenses of arbitration (excluding the legal
fees and costs of a Partner) and the other Partner or Partners will be responsible for ____% (___
percent), unless the arbitrator decides otherwise upon motion by a Partner, including by taking into
consideration whether cross-claims are asserted and the proportionate value of those cross claims as
well as the likely percentage of time to be devoted in the arbitration to such cross-claims, and the
financial ability and proportionate resources of the Parties, which may be submitted in private. The
ultimate cost of the arbitration, including legal fees and costs, shall be borne by the losing Partner or in
such proportion as the arbitrator shall decide based upon law and facts, including for motions brought
and lost if the arbitrator determines that there was not a good faith basis for bringing or opposing some
portion or all of the motion, which arbitration and attorneys’ fees and costs may be sought, awarded,
payable, and confirmable by a court of competent jurisdiction following a ruling on the motion and
prior to the conclusion of the arbitration.

It is agreed that the decision, award or judgment of the arbitrator(s) in the arbitration may be
confirmed by a court of competent jurisdiction and thereafter enforced or appealed in the same



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manner as if it had been rendered by a judge or jury in a judicial proceeding. The Parties agree to use
all reasonable efforts to keep all matters relating to any mediation and arbitration hereunder
confidential.

In the event a mediation settlement agreement is entered into or an arbitration decision, award or
judgment is obtained, or settlement consent judgment agreed to, whether entered, filed or confirmed in
court or not, the Partner against which there may be obligation or against which the decision, award or
judgment has been made agrees to pay all attorneys' fees and costs incurred in the enforcement of any
such agreement, decision, award or judgment. This provision is separate and apart from any other
provision for attorneys' fees and costs incurred to enforce the agreement, decision, award or judgment.
This provision does not merge with any arbitration or judgment and may be used either (1) as a basis
for obtaining attorneys' fees and costs in the same matter in which an award or judgment was obtained
or (2) as a basis for obtaining attorneys' fees and costs in a separate action.
It is further agreed that any mediation settlement shall be reduced to a consent judgment, which may
be confirmed by a court of competent jurisdiction and thereafter enforced (but not appealed) in the
same manner as if the judgment had been rendered in a judicial proceeding. Again, however, the
Parties agree to use all reasonable efforts to keep all matters relating to any mediation and arbitration
hereunder confidential.

The arbitrator shall set forth in writing evidentiary rulings, findings of fact and conclusions of law, and
shall render all awards based thereon. Following application by either Partner to a court of competent
jurisdiction for an order confirming, modifying, or vacating the award, the court shall have the duty,
right and power to review: (a) whether the findings of fact rendered by the arbitrator(s) are supported
by admissible evidence, and by the proper burden of proof; and, (b) whether, as a matter of law based
on such findings of fact, the award should be confirmed, modified or vacated. Upon such
determination, judgment shall be entered in favor of either Partner consistent therewith. The Court
shall grant attorneys’ fees and costs to the Partner that prevails on any action, proceeding, motion,
appeal, or the like, to oppose confirmation, or to modify or vacate an award.

Notwithstanding the foregoing either Partner may seek equitable, preliminary, or permanent injunctive
relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in
addition to any other rights or remedies at law or in equity to which either Partner may be entitled.
Each Partner will bear their own fees and costs, including those of attorneys or experts, in relation to
any mediation, arbitration, or litigation, except as specifically set forth herein.
The Parties further agree that service of process may be effectuated upon them by first class mail,
postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other
Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
signing for and receiving such service.

F. Non-Binding Arbitration followed by Litigation in Court

The Parties agree that any dispute shall be resolved by non-binding arbitration, before a single
arbitrator, as set forth below.

If the Parties cannot agree upon an arbitrator within thirty (30) calendar days of the giving of notice of
a demand for arbitration, each Partner shall submit the names of three arbitrators. All arbitrators shall



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be (i) members of a reputable mediation service (such as, for example only, JAMS/Endispute ,
Judicate West, or American Arbitration Association), (ii) persons actively involved in arbitrating
private cases, and (iii) residents of the area where the arbitration is to occur, so as to minimize travel
related expenses related to the arbitrator. If the Parties cannot agree on an arbitrator from that list, then
the Parties shall alternately strike four names from the list, with the first Partner and each succeeding
Partner to strike being determined by lot. After each Partner has used two strikes, the arbitrator shall
be determined by entering the remaining names on the list in a drawing, and randomly selecting from
those names, with the Partner selecting being the last Partner to strike a name.

The arbitration shall be conducted in accordance with the rules and procedures of the organization at
the time of the arbitration, except as set forth herein.
If there is arbitration there shall be full rights of discovery and ability to subpoena and call witnesses
pursuant to the law and court rules of the jurisdiction or venue where the arbitration is being held,
even if the rules of the arbitration organization do not require or allow this.

Unless agreed to otherwise, the Partner who initially asserts a claim or claims for arbitration will
advance ___% (___ percent) of all necessary costs and expenses of arbitration (excluding the legal
fees and costs of a Partner) and the other Partner or Partners will be responsible for ____% (___
percent), unless the arbitrator decides otherwise upon motion by a Partner, including by taking into
consideration whether cross-claims are asserted and the proportionate value of those cross claims as
well as the likely percentage of time to be devoted in the arbitration to such cross-claims, and the
financial ability and proportionate resources of the Parties, which may be submitted in private. The
ultimate cost of the arbitration, including legal fees and costs, shall be borne by the losing Partner or in
such proportion as the arbitrator shall decide based upon law and facts, including for motions brought
and lost if the arbitrator determines that there was not a good faith basis for bringing or opposing some
portion or all of the motion, which arbitration and attorneys’ fees and costs may be sought, awarded,
payable, and confirmable by a court of competent jurisdiction following a ruling on the motion and
prior to the conclusion of the arbitration.

It is agreed that the decision, award or judgment of the arbitrator(s) in the arbitration may be
confirmed by a court of competent jurisdiction and thereafter enforced or appealed in the same
manner as if it had been rendered by a judge or jury in a judicial proceeding. The Parties agree to use
all reasonable efforts to keep all matters relating to any mediation and arbitration hereunder
confidential.

In the event a mediation settlement agreement is entered into or an arbitration decision, award or
judgment is obtained, or settlement consent judgment agreed to, whether entered, filed or confirmed in
court or not, the Partner against which there may be obligation or against which the decision, award or
judgment has been made agrees to pay all attorneys' fees and costs incurred in the enforcement of any
such agreement, decision, award or judgment. This provision is separate and apart from any other
provision for attorneys' fees and costs incurred to enforce the agreement, decision, award or judgment.
This provision does not merge with any arbitration or judgment and may be used either (1) as a basis
for obtaining attorneys' fees and costs in the same matter in which an award or judgment was obtained
or (2) as a basis for obtaining attorneys' fees and costs in a separate action.




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      It is further agreed that any mediation settlement shall be reduced to a consent judgment, which may
      be confirmed by a court of competent jurisdiction and thereafter enforced (but not appealed) in the
      same manner as if the judgment had been rendered in a judicial proceeding. Again, however, the
      Parties agree to use all reasonable efforts to keep all matters relating to any mediation and arbitration
      hereunder confidential.

      The arbitrator shall set forth in writing evidentiary rulings, findings of fact and conclusions of law, and
      shall render all awards based thereon. Following application by either Partner to a court of competent
      jurisdiction for an order confirming, modifying, or vacating the award, the court shall have the duty,
      right and power to review: (a) whether the findings of fact rendered by the arbitrator(s) are supported
      by admissible evidence, and by the proper burden of proof; and, (b) whether, as a matter of law based
      on such findings of fact, the award should be confirmed, modified or vacated. Upon such
      determination, judgment shall be entered in favor of either Partner consistent therewith. The Court
      shall grant attorneys’ fees and costs to the Partner that prevails on any action, proceeding, motion,
      appeal, or the like, to oppose confirmation, or to modify or vacate an award.

      Notwithstanding the foregoing either Partner may seek equitable, preliminary, or permanent injunctive
      relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in
      addition to any other rights or remedies at law or in equity to which either Partner may be entitled.
      Each Partner will bear their own fees and costs, including those of attorneys or experts, in relation to
      any mediation, arbitration, or litigation, except as specifically set forth herein.

      The Parties further agree that service of process may be effectuated upon them by first class mail,
      postage pre-paid, certified, return receipt, to the above address, or such new postal address as the other
      Partner receives written notice of, or which may be readily ascertained. The Parties agree not to avoid
      signing for and receiving such service.

      To be included regardless of which provision is selected:
      The Parties hereto agree that no report of anything said or of any admission or communication made
      in the course of the dispute resolution shall be used as evidence or shall otherwise be admissible in any
      legal proceeding, except with the consent, in writing, of all of the Parties.

17.            Notices.

      Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by
      letter delivered either by personal delivery, registered mail certified return receipt requested, postage
      prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the
      sender of a confirmation of receipt, or by other electronic means so long as the recipient has
      acknowledged receipt (for purposes of this section an automatically generated receipt confirmation
      does not qualify as acknowledgement of receipt), addressed to the recipient as follows:

               In the case of Partner 1:

               [Partner 1]
               Attn: _____________
               _____________________________



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               _____________________________
               Tel: __________________
               Fax: __________________
               Email: _______________________



               In the case of the Partner 2:

               [Partner 2]
               Attn: _____________
               _____________________________
               _____________________________
               Tel: __________________
               Fax: __________________
               Email: _______________________

18.       Amendments.

      No modification, supplement, termination, extension, waiver or amendment to or of this Limited
      Liability Partnership Agreement (or any attachments or exhibits) or any of its provisions may be
      made, and any attempts, shall not be binding unless agreed to by all of the Parties in writing, by pen on
      paper, by duly authorized representatives of the Parties. There shall be no oral agreements. Electronic
      writings, including E-mail messages, text messages, tweets, instant messages, etc., their contents, and
      any attachments, and any prior or subsequent communications including oral discussions or
      negotiations concerning some or all of this Limited Liability Partnership Agreement, or anything at
      all, are not intended to represent and do not reflect an offer or acceptance to enter into (or amend,
      modify, revise, terminate, abrogate, extend, waive a breach or damages of, etc.) a binding contract,
      transaction or agreement, and are not intended to and do not bind any party to this Limited Liability
      Partnership Agreement. The Parties may determine that they wish to attempt to negotiate a written
      agreement that is binding that amends, modifies, revises, terminates, abrogates, extends, waives a
      breach or damages of, this Limited Liability Partnership Agreement , however, the Parties intend and
      will continue to intend that there shall be no contract formations, waivers, modifications,
      abrogations, extensions, amendments, etc., without one or more formal written documents executed
      non electronically but with holographic signatures by hand with ink pen on paper signed by a duly
      authorized representative of each of the Parties (aka “wet signatures” or “pen on paper signatures”).
      Any communication to the contrary in the past, now or future, is not binding on any party to this
      Limited Liability Partnership Agreement. Absent the written express statement to the contrary as set
      out below, it is the intention of the Parties, and the Parties agree not to conduct any contract formation,
      modifying transaction, amend any agreement, abrogate any agreement, grant any extension, or waive
      any right by electronic writing. Any alleged communication to the contrary is not binding on any
      party. The written express statement mentioned above ("electronic express statement") shall be the
      following, or that which expresses the same intent as the following: “I expressly intend that this shall
      constitute an electronic signature to a writing thereby [forming, modifying, amending, abrogating,
      granting an extension in relations to, or waiving a breach to] a binding [contract or agreement].” For
      purposes of any agreement, a formal written document on paper with wet signatures (pen on paper



      © Copyright 2013 Docstoc Inc. registered document proprietary, copy not                       20
  signatures) and otherwise consistent with the requirements herein, which is transmitted by facsimile,
  the internet, or any cell/wireless/mobile telephone system, or the like, as an image or .pdf document is
  valid when signed by pen on paper by all Parties to be charged. The Parties expressly state and intend
  that Emails / texts / tweets / instant messages, etc., sent or received - even when there are multiples or
  combinations of these - do not include all of the essential or material terms required in order for there
  to be a legally binding agreement or contract between the Parties, and are ineffective for purposes of
  contract formation, modification, amendment, waiver, etc., without the electronic express statement
  mentioned above. No addition to or modification or consensual cancellation of this agreement, notice
  or statement shall be binding unless made in one or more formal written documents consistent with
  the pen on paper or "electronic express statement" requirements herein. Any purported
  communication to the contrary is not binding.

19.   Entire Agreement.

  This Limited Liability Partnership Agreement shall constitute the entire agreement between the Parties
  and will supersede all prior agreements, representations, warranties, statements, promises,
  information, arrangements and understandings, whether oral or written, express or implied, with
  respect to the subject matter hereof . The Parties shall not be bound or charged with any oral or
  written agreements, representations, warranties, statements, promises, information, arrangements or
  understandings not specifically set forth in this Limited Liability Partnership Agreement. This
  Limited Liability Partnership Agreement has been carefully drafted and the Parties are convinced that
  this document completely and clearly expresses their intentions. Further, the Parties place great value
  on the quick and inexpensive resolution of any dispute that may arise between them concerning this
  contract or the subject hereof. Therefore, the Parties agree that: (i) all disputes concerning this
  agreement or the subject matter hereof shall be resolved as provided herein; (ii) this Limited Liability
  Partnership Agreement constitutes the sole agreement among the Parties, and supersedes any and all
  prior or contemporaneous oral or written agreements, promises, or understandings among them,
  pertaining to the matters contemplated in this Limited Liability Partnership Agreement; (iii) no
  express or implied representations, warranties, or inducements have been made by any party to any
  other party except as set forth in this Limited Liability Partnership Agreement; (iv) this Limited
  Liability Partnership Agreement may not be amended, added to, or altered except by a writing duly
  executed by each of the Parties hereto, as set forth herein; and (v) no parole or extrinsic evidence
  whatsoever may be introduce or considered in any judicial or arbitration proceeding involving this
  agreement, for any purpose, including to interpret, explain, clarify, or add to this Limited Liability
  Partnership Agreement, except in any instance in which a provision is found in whole or in part to be
  invalid, illegal or unenforceable and subject to severability and the arbitrator or court undertakes to re-
  write or construe the severed provision as closely as possible to conform to the intent of the Parties.

20.             Severability.

  Each of the provisions of this Limited Liability Partnership Agreement (and each part of each such
  provision) is severable from every other provision hereof (and every other part thereof). In the
  event that any provision (or part thereof) contained in this Limited Liability Partnership Agreement
  or the application thereof to any circumstance shall be invalid, illegal or unenforceable, in whole
  or in part, and to any extent: (i) the validity, legality or enforceability of such provision (or such
  part thereof) in any other jurisdiction and of the remaining provisions contained in this Limited



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      Liability Partnership Agreement (or the remaining parts of such provision, as the case may be)
      shall not in any way be affected or impaired thereby; (ii) the application of such provision (or
      such part thereof) to circumstances other than those as to which it is held invalid, illegal or
      unenforceable shall not in any way be affected or impaired thereby; (iii) if possible, such
      provision (or such part thereof) shall be construed or re-written as closely as possible to conform
      to the intent of the Parties, in which instance parole or extrinsic evidence may be considered to
      do so; (iv) if not susceptible to such construction, such provision (or such part thereof) shall be
      severed from this Limited Liability Partnership Agreement and ineffective to the extent of such
      invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and (v)
      the remaining provisions of this Limited Liability Partnership Agreement (or the remaining parts of
      such provision, as the case may be) shall nevertheless remain in full force and effect.

21.       Binding Effect.

      This Limited Liability Partnership Agreement shall bind each of the Partners and shall inure to
      the benefit of (subject to Sections 8 and 9) and be binding upon their respective heirs, executors,
      administrators, devisees, legatees, successors and assigns.

22.       Waiver.

      Any party which is entitled to the benefits of this Limited Liability Partnership Agreement may, and
      has the right to, waive any term or condition hereof at any time on or prior to the time when such term
      or condition is required to be fulfilled under this Limited Liability Partnership Agreement; provided,
      however, that such waiver shall be evidenced by written instrument duly executed on behalf of such
      party by a duly authorized agent. The waiver by a party of any term or condition hereof shall not
      operate as a waiver of that party's rights under this Limited Liability Partnership Agreement in respect
      of any other term and condition (whether of the same or any other nature). No failure to exercise and
      no delay in exercising any right, remedy, or power under this Limited Liability Partnership Agreement
      shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power
      under this Limited Liability Partnership Agreement preclude any other or further exercise thereof, or
      the exercise of any other right, remedy, or power provided herein or by law or in equity. No agreed
      waiver by either Party of a provision or breach of this Limited Liability Partnership Agreement shall
      operate or be construed as a subsequent waiver of the same, or waiver of a different, provision,
      including a waiver of the same but subsequent breach of this Limited Liability Partnership Agreement
      or a waiver of a different such breach.

23.       Construction.

      If there is any controversy regarding this agreement or the terms of this Limited Liability
      Partnership Agreement, this Limited Liability Partnership Agreement, will be deemed to have been
      drafted by all Parties herein and will not be strictly construed as against any party. The Parties
      have been made aware of their right and opportunity to consult with independent legal counsel
      and have either done so, or knowingly waive the right to do so. Further, the Parties acknowledge
      that they have engaged in negotiations to reach this Limited Liability Partnership Agreement.

24.       Confidential Information.



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The term “Confidential Information” shall mean any and all information or proprietary materials
(in every form and media) not generally known in the relevant trade or industry and which has
been or is hereafter disclosed or made available by either party (the “disclosing party”) to the
other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i)
all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes,
technical data, engineering, techniques, methodologies and concepts and any information related
thereto, (iii) information relating to business plans, sales or marketing methods or merchandising
techniques, plans or information, and actual or potential customer lists or requirements. (iv)
financial information or materials, (v) cost data, (vi) user lists and information, (vii) actual or
potential vendor lists and information, (viii) procurement requirements, (ix) purchasing
information, (x) manufacturing or development information, (xi) pricing policies, (xii)
information about employees, consultants, independent contractors, interns, officers, directors,
shareholders, investors, lenders, accountants, attorneys, and any other agents of either party,
(xiii) information about actual, under development, or what might reasonably be anticipated to
be or become business and contractual relationships, (xiv) actual or potential lender, investor or
“partner” lists and information, and (xv) other proprietary business information of either Party.
“Information” as it relates to people or entities includes all contact information, including name,
title, position, address, phone numbers, and email addresses. Further, “Confidential
Information” includes any and all technical and non-technical information or material in which
either party has rights, opportunities, or obligations, whether or not owned or developed by such
party (or people or entities such party may have disclosed to or received from pursuant to non-
disclosure agreements).

“Trade Secrets” means information, including a formula, pattern, compilation, program device,
method, technique, or process, that: (i) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy

Each party acknowledges that disclosure or use of a trade secret without express or implied
consent violates the Uniform Trade Secrets Act. Each party acknowledges that the other party is
not seeking to obtain trade secrets or confidential information of others that such party might
possess and agrees not to improperly disclose trade secrets or confidential information of others
to the other party.

Company and Consultant shall each (i) hold the Confidential Information of the other in trust and
confidence and avoid the disclosure or release thereof to any other person or entity by using the
same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own
Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use
the Confidential Information of the other party for any purpose whatsoever except as expressly
contemplated under this Agreement or any SOW. Each party shall disclose the Confidential
Information of the other only to those of its employees, independent contractors, permitted
subcontractors (including their employees and independent contractors) having a need to know
such Confidential Information, provided that such persons and entities have signed a non-




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  disclosure agreement containing provisions no less restrictive that those contained in this
  Section.

  The obligations of either party under this Section will not apply to information or materials that
  the receiving party can demonstrate (i) was in its possession at the time of disclosure and without
  restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or
  after disclosure becomes generally available to the public through no breach of agreement or
  other wrongful act by the receiving party, (iii) has been received from a third party without
  restriction on disclosure and without breach of agreement or other wrongful act by the receiving
  party, (iv) is independently developed by the receiving party without reference to the
  Confidential Information of the other party, or (v) is required to be disclosed by law or order of a
  court of competent jurisdiction or regulatory authority, provided that the receiving party shall
  furnish prompt written notice of such required disclosure and reasonably cooperate with the
  disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing
  party to seek a protective order or other appropriate protection of its Confidential Information
  and any disclosure under this clause (v) is limited to the extent of the legal requirement.

25.   Headings.

  The headings for sections herein are for convenience only and shall not affect the meaning of the
  provisions of this Limited Liability Partnership Agreement. Such headings shall not be deemed to
  govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions
  of this Limited Liability Partnership Agreement or any part thereof, nor shall they otherwise be
  given any legal effect.

26.   No Unannounced Modifications To Signature Documents.

  The Parties have reviewed (and, if applicable, negotiated) this Limited Liability Partnership
  Agreement, in its electronic form. They desire to sign the hard-copy version without having to re-
  read it to confirm that no unauthorized changes were made before the final printout.
  Accordingly, by signing and delivering this Limited Liability Partnership Agreement, and/or any
  exhibit, amendment, or addendum to it, now or in the future, each Party represents that it has not
  made any changes to any other draft provided to (or by) the other party, unless the signing Party
  has redlined the changes or otherwise expressly called them to the other party’s attention in
  writing. (Non-substantive format clean-up and correction of immaterial spelling errors need not
  be redlined.)

27.    Survival.

  Those sections of this Limited Liability Partnership Agreement, that should logically survive
  termination or expiration of this Limited Liability Partnership Agreement, shall survive
  termination or expiration of this Limited Liability Partnership Agreement.

28.   Counterparts.




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  This Limited Liability Partnership Agreement, may be executed in several counterparts, each of
  which shall constitute an original and all of which, when taken together, shall constitute one and
  the same agreement, including the judicial proof of any of the terms hereof. A photocopy, fax
  copy, or electronic image copy, which depicts the inclusion of one or more signatures by pen on
  paper, shall be deemed an original.

29.   Attorneys’ Fees.

  In the event of litigation or arbitration relating to the subject matter of this Limited Liability
  Partnership Agreement, the prevailing party shall have the right to collect from the other party its
  reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this
  Limited Liability Partnership Agreement.

30.   Authority.

  Each person signing warrants and represents that he or she has full authority to enter into this
  Limited Liability Partnership Agreement, and that all representations and warranties in this Limited
  Liability Partnership Agreement, are true and correct.


  IN WITNESS WHEREOF, the Parties hereto have duly executed this Limited Liability
  Partnership Agreement, as of the day and year first written above.

  Partner 1                                              Partner 1
  Per:                                                   Per:



  Name:__________________                                Name:___________________
  Title: ___________________                             Title:____________________
  I have authority to bind Partner 1.                    I have authority to bind Partner 1.




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Description: A limited liability partnership (LLP) is a partnership in which some or all partners have limited liability. This Limited Liability Partnership Agreement is an agreement between the partners that sets forth the material terms and conditions of the relationship between the partners. It outlines the capital contributions, distribution of profits and losses, bookkeeping, termination, dissolution and winding up of the partnership, among other things. This document contains numerous standard provisions that are commonly included in LLP agreements and may be customized to fit the specific needs of the partners. This agreement should be used by individuals when forming a limited liability partnership.