Silent Partnership Agreement

					This is an agreement that forms a general partnership with the inclusion of one or more
silent partners. General partners are allowed to participate in the management
decisions of the partnership but will also be personally liable for the debts of the
partnership. Silent partners differ from general partners in that they do not participate in
the management decisions of the partnership and they are not personally liable for the
debts of the partnership. This agreement should be used by small businesses or other
entities that want to operate as a general partnership with at least one silent partner.
                                           Partnership Agreement•

                                                 [Silent Partnership]

On this ____ of ___________, 20____, the undersigned individuals, hereinafter referred to as the
“Partners,” entered into the following Partnership Agreement, hereinafter referred to as the
“Agreement.”

WHEREAS the Partners desire to form a partnership;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set
forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by all parties, the Partners hereby mutually agree as follows:

                                                              I.

                                      Partnership Name, Place, and Business

The name of the Partnership shall be ______________________________ , (the “Partnership”)
and its purpose shall be to engage in and conduct business as set out specifically in Exhibit “A.”
The principal place of business of the Partnership shall be _____________________ and or any
other places as may be agreed upon by the Partners.

                                                              II.

                                                            Term

The Partnership shall begin on ____ of ___________, 20____, and shall continue thereafter until
lawfully dissolved.

                                                             III.

                                                    Capital Accounts

The Partners shall make initial capital contributions as set out in Exhibit “B.” No Partner's
contribution to the capital of the Partnership shall bear interest in his or her favor. The capital of
the Partnership and all other monies, documents of title, securities, and commercial papers shall
be deposited in the name of the Partnership in the bank or financial institution known as
_____________________ and located in _________________ in the State of
__________________.

                                                             IV.

                                                     Profit and Loss

Except as otherwise provided in this Agreement, the profits and losses of the Partnership and all
items of income, gain, loss, deduction, or credit shall be shared equally by the Partners. Profits


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and losses shall be computed in accordance with generally accepted accounting principles,
consistently applied.

                                                              V.

                                                 Banking and Records

The Partnership shall maintain two accounts, a capital account and an income account, for each
Partner. Each Partner's capital contribution, as set forth in Exhibit "B," shall be maintained in
such Partner's capital account. Except as provided in this Agreement, neither Partner shall
withdraw any part of his or her capital account. Each Partner's income shall be deposited in his
or her income account and such Partner's share of profit or loss shall be credited to, or debited
from, such account. In the event that the funds in a Partner's income account are insufficient to
satisfy such Partner's share of Partnership losses, the insufficiency shall be debited from that
Partner's capital account.

The Partnership books and records shall be maintained at the principal office of the Partnership
and each Partner shall have access to the books and records at all reasonable times. The
Partnership books shall be maintained on a fiscal year ending the ____ of ___________ of each
year.

                                                             VI.

                                           Time, Salary, and Draw Rights

Each Partner shall devote such time and attention to the business and affairs of the Partnership as
shall from time to time be agreed upon by the Partners. No Partner shall be entitled to any salary
or to any compensation for services rendered to the Partnership or to another Partner. At any
time, any Partner may withdraw the balance of his or her income account.

                                                             VII.

                                                      Silent Partner

The parties hereby agree that ___________________• [Name of Silent Partner] shall be a silent
Partner of the Partnership. • [Name of Silent Partner] • shall not be active in the business of the
Partnership and is not restricted from engaging in any other business or from entering into any
other partnerships. Furthermore, the silent Partner shall not be personally liable for any debts or
other obligations of the Partnership.

                                                            VIII.

                                Restrictions on Transfer of Partnership Interests

No Partner shall have any right to sell, assign, transfer, mortgage, encumber, or otherwise
dispose of any part of such Partner's interest in the Partnership.

                                                             IX.

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                                              Termination of Partnership

This Partnership shall terminate immediately upon the death, incompetency, withdrawal, or
bankruptcy of any Partner. Upon dissolution of the Partnership, the Partners shall wind up its
business by selling all Partnership assets, paying all Partnership liabilities, and distributing the
balance, if any, to the Partners; or, in the case of the death or incompetence of a Partner, to such
Partner's representative, in equal shares. In addition, the profits and/or losses of the Partnership
shall be calculated and credited to, or charged against, each Partner's accounts as set forth in
paragraph V above.

                                                              X.

                                                     Governing Law

This Agreement shall be interpreted under and governed by the laws of the State of
_____________________________.

                                                             XI.

                                                   Dispute Resolution

The Partners hereby agree that any dispute, controversy, or claim arising out of this Agreement
shall be referred first to a mutually agreed upon mediator for mediation of such dispute. The cost
of the mediation will be shared equally by all Partners.

In the event any such dispute is not resolved within ten days following the first day of mediation,
such dispute shall be settled by binding arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon any award rendered may be entered in any court
having jurisdiction.

Signed and executed this ____ of ___________, 20____.

______________________________                         _______________________




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                                                       Exhibit A•

The purpose of the Partnership shall be to conduct the following described business:




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                                                       Exhibit B•

Partner Name & Address: Capital Contribution:




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                                       Partner Non-Disclosure Agreement

The undersigned, a Partner in ___________________________________, hereby promises to
keep the Partnership's business secrets confidential and not to disclose such secrets to any third
party during and/or after the term of the Partnership Agreement, a copy of which is attached
hereto.

The undersigned understands and accepts that, if he/she violates this Nondisclosure Agreement
for any reason, the Partnership may be severed and/or dissolved without affecting the validity or
enforceability of any other provisions of the Partnership Agreement.

Signed this _____ of _____________, 20_____.

____________________________                                       _________________________




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Description: This is an agreement that forms a general partnership with the inclusion of one or more silent partners. General partners are allowed to participate in the management decisions of the partnership but will also be personally liable for the debts of the partnership. Silent partners differ from general partners in that they do not participate in the management decisions of the partnership and they are not personally liable for the debts of the partnership. This agreement should be used by small businesses or other entities that want to operate as a general partnership with at least one silent partner.
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