Partnership Agreement

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A partnership agreement sets forth the terms and conditions that govern the relationship between business partners and their obligations to the partnership. Without a written partnership agreement, state law may determine the default rules as to the rights of partners and how partnership assets and liabilities will be distributed. As drafted, this sample agreement provides that any disputes arising out of or related to the agreement will be settled by arbitration. This short-form template contains standard provisions common to partnership agreements and can be customized to ensure that the understandings of the parties are properly set forth.

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									Partnership Agreement
A partnership agreement sets forth the terms and conditions that govern the relationship
between business partners and their obligations to the partnership. Without a written
partnership agreement, state law may determine the default rules as to the rights of
partners and how partnership assets and liabilities will be distributed. This short-form
template contains standard provisions common to partnership agreements and can be
customized to ensure that the understandings of the parties are properly set forth. This
agreement is ideal for small businesses that operate as a partnership and want a written
partnership agreement to specify the duties and obligations of each partner.
                                   PARTNERSHIP AGREEMENT

                                                          OF

                   ________________ [Instructions: Insert partnership name]

                a __________ [Instructions: Insert state] General Partnership

THIS PARTNERSHIP AGREEMENT (hereinafter referred to as the “Agreement”) is entered
into as of _______________ [Instructions: Insert the date of this agreement] by and between
the partners listed herein (henceforth, the “Partners”), the signatories to this Agreement.

1.       PARTNERSHIP

       a.       Formation. The Partners do hereby form a general partnership (the “Partnership”)
pursuant to the provisions of _______________ Code [Instructions: Insert the state of
formation] (the “Code”). Concurrently with the execution of this Agreement, the Partners shall
cause to be filed with the _______________ [Instructions: Insert the state of formation]
Secretary of State a Statement of Partnership Authority, setting forth the Partners’ rights to manage
and control the Partnership and any limitations thereon.

        b.    Name. The name of the Partnership is __________________. [Instructions:
Insert the partnership’s name]

        c.     Term. The Partnership shall commence on ________________ [Instructions:
Insert the date the partnership will start conducting business] and shall continue until
dissolved by agreement of the Partners or terminated under the provisions of this Agreement.

         d.     Purpose. The purpose of the Partnership shall be to ____________________,
[Instructions: Insert the business purpose of the partnership] to engage in all activities
reasonably necessary or incidental thereto, and to engage in any or all businesses and related
activities approved by the Partners as set forth herein.

       e.       Place of Business. The Partnership's principal place of business shall be
______________________. [Instructions: Insert the partnership’s address] The Partnership
shall maintain any other place or places of business agreed upon by the Partners.

2.       PARTNERS

       a.       Initial Partners. The name, social security number, business or residence street
address, initial capital contribution, and percentage interest in the Partnership (the “Sharing
Ratio”) of each Partner are as follows:




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Name                  Social Security        Address                      Initial Capital   Sharing
                      Number                                              Contribution      Ratio
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]
__________            __________             _________________            $__________       ___%
[Instructions:        [Instructions:         [Instructions: Insert        [Instructions:    [Instructions:
Insert name]          Insert SSN]            address]                     Insert            Insert
                                                                          amount]           percent]

Each such Partner shall make the Initial Capital Contribution and have the Sharing Ratio set
forth above. The Initial Capital Contribution shall be in the form of cash.

        b.      New Partners. If any person subsequently becomes a Partner of the Partnership,
that person shall become a party to this Agreement by executing and delivering to the Partners a
Partnership supplement (the “Partnership Supplement”) to this Agreement in such form as the
Partners prescribe. The Partnership Supplement shall include: (i) the full name, business or
residence street address and social security number of the new Partner; (ii) the initial capital
contribution, if any, to be made by the new Partner; (iii) the Sharing Ratio of the new Partner;
and (iv) any adjustments in the Sharing Ratios of other Partners resulting from the admission of
the new Partner. By executing and delivering the Partnership Supplement, the new Partner shall
become a party to this Agreement without further action.

       c.      Spousal Consent. In the event that any Partner is married as of the date on which
such Partner becomes a party to this Agreement, such Partner’s spouse shall execute and deliver
to the Partnership the Spousal Consent attached hereto as Exhibit A and incorporated herein
(“Spousal Consent”), effective as of such date. If any Partner should marry or remarry after the
date on which such Partner becomes a party to this Agreement, such Partner shall, within
__________ (__) [Instructions: Insert the number of days a recently married partner has to


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submit a spousal consent] days thereafter, obtain his/her new spouse’s acknowledgement of and
consent to the existence and binding effect of all restrictions contained in this Agreement by
causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions
and obligations contained in this Agreement and agreeing and consenting to the same.

        d.     Additional Capital Contributions. Any Partner may make a subsequent additional
capital contribution in the form of money (including promissory notes), property, and services
rendered or to be rendered, provided that such contribution is previously approved in writing by
Partners whose Sharing Ratios equal more than __________ percent (___%) [Instructions:
Insert the percentage of sharing ratios that must approve additional capital contributions
from a partner] of the Sharing Ratios of all Partners. No Partner will be obligated to make any
additional capital contribution to the Partnership. However, if Partnership’s revenues are
insufficient to pay Partnership’s expenses, the Partners have the opportunity, but not the
obligation, to contribute additional capital in cash to Partnership on a pro-rata basis in
accordance with their respective Sharing Ratio. Each Partner will receive a credit to that
Partner’s Capital Account (as defined herein) in the amount of any additional capital that the
Partner contributes to Partnership. Immediately following such capital contributions, the Sharing
Ratio’s will be adjusted to reflect the new relative proportions of the Partners’ Capital Accounts.

        e.     Capital Withdrawals. No Partner shall be entitled to withdraw any part of their
capital contributions to the Partnership, or receive any distributions from the Partnership, except
as provided in herein. No Partner shall be entitled to demand or receive any property from the
Partnership other than cash, except as otherwise expressly provided for herein.

       f.       Partner Loans to Partnership. No Partner will be required to loan any funds to
Partnership. Notwithstanding the foregoing, any Partner may loan funds to the Partnership,
provided that such loan is previously approved in writing by Partners whose Sharing Ratios
equal more than __________ percent (___%) [Instructions: Insert the percentage of sharing
ratios that must approve partner loans to the partnership] of the Sharing Ratios of all
Partners. All loans must be evidenced by a promissory note (each a “Note”) payable by
Partnership to the lending Partner.

        g.      Liability for Partnership Obligations. All Partners acknowledge that their
participation in the Partnership may subject them to joint and several liability for Partnership
obligations; the Partners agree that as among themselves the liability of each Partner shall be in
proportion to said Partner’s Sharing Ratio in the Partnership.

        h.      Capital Accounts. A Capital Account shall be maintained for each Partner. The
Capital Account of each Partner will be credited initially with the amount of the Initial Capital
Contribution by that Partner. Thereafter, each Partner’s Capital Account will be credited with
that Partner’s Sharing Ratio of Profits and the amount of any additional capital contributed to the
Partnership by that Partner, and will be debited with that Partner’s Sharing Ratio of Losses and
the amount of any capital distributed to that Partner. Each Capital Account shall be maintained
in accordance with the requirements of the Internal Revenue Code (“IRC”) and all other
applicable local, state and/or federal regulations. In the event that the Partners determine that it
is necessary to modify the manner in which the Capital Accounts are computed to comply with



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local, state and/or federal regulations in order to reflect the agreed allocations, the Partners may
make a modification, provided that it such allocation is not likely to have a material effect on the
amounts distributable to any Partner upon the dissolution of Partnership. No interest will be paid
to the Partners on capital contributions or on Capital Account balances.

      i.      Profits and Losses. The Profits and Losses of the Partnership shall be allocated
among the Partners in accordance with their Sharing Ratios.

        j.      Distributions. Annually or at more frequent intervals, the Partnership shall
distribute available funds to the Partners, in proportion to their Sharing Ratios. As used herein,
“Available funds” shall mean the Partnership’s gross cash receipts (other than cash funds
obtained as contributions to the Partnership by its Partners and cash funds, if any, obtained from
loans to the Partnership), less the Partnership’s operating expenses including provisions for
payment of outstanding and unpaid current obligations of the Partnership as of such time, and
less the amount that, in the Partners’ reasonable judgment, the Partnership should retain in order
to maintain a reasonable reserve and to satisfy Partnership’s current obligations (including the
current portion of long term debt) and fulfill Partnership’s business purposes.

3.       BOOKS AND RECORDS

        a.     Maintenance of Books and Records. Complete and accurate books of account of
the Partnership's affairs shall be maintained at the Partnership's principal place of business or at
such other place designated by Partnership and shall remain open to inspection by any of the
Partners or their authorized representatives at any reasonable time during business hours. The
accounting records will be maintained in accordance with generally accepted bookkeeping
practices for Partnership's type of business and those methods followed for federal and state
income tax purposes.

        b.     Reports. The books of account shall be closed promptly after the close of the
fiscal year. Each Partner shall promptly be sent a statement of the Partner's distributive share of
income and expense for federal income tax reporting purposes.

        c.     Fiscal Year. The fiscal year end of Partnership for financial reporting and for
federal income tax purposes will be ___________ to ___________. [Instructions: Insert the
fiscal year dates]

4.       MANAGEMENT

        a.     Management by Partners. The Partners will manage the Partnership. Except as
otherwise provided in this Agreement, the Partners shall have equal rights in and the exclusive
authority to manage the operations and affairs of the Partnership and to make all decisions
regarding the Partnership and its business. The Partners will take all actions that may be
necessary or appropriate for the continuation of the Partnership’s valid existence as a partnership
under the Code. Except as otherwise provided herein, any action approved by Partners whose
Sharing Ratios equal more than __________ percent (___%) [Instructions: Insert the
percentage of sharing ratios that must approve an action to bind the partnership] of the



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Sharing Ratios of all Partners will constitute the act of and serve to bind the Partnership. The
signature of any Partner authorized to do so by such approval is sufficient to bind the Partnership
with respect to the matter or matters so approved. No Partner acting alone without such approval
may bind the Partnership to any agreement with or obligation to any third party or represent or
claim to have the ability to do so. Any obligation incurred in violation of this provision shall be
charged to and collected from the Partner who incurred the obligation. The Partners will not be
required to hold meetings to make management decisions but may do so if and as desired and
appropriate, as provided herein.

        b.     Meetings and Consents of Partners. Actions of the Partners may be taken at
meetings, by written consent of all Partners, or otherwise as agreed among the Partners. If action
is taken at a meeting, an appropriate record of the action taken shall be made and retained in the
Partnership’s records. If the action is by written consent, executed copies shall be maintained in
the Partnership's records. Meetings of Partners may be called by any Partner. Reasonable notice
shall be given to each Partner of any meeting of Partners. Notice is reasonable if it specifies
briefly the nature of the matters to be presented at the meeting, and is sent or delivered in a
manner that in the ordinary course of business would be received by each Partner not less than
__________ (__) [Instructions: Insert the number of days advance notice required for
partner meetings] days prior to the day of the meeting.

        c.      Deadlock. In the event that the Partners are divided and are unable to reach an
agreement with respect to any proposed course of action, within __________ (__) [Instructions:
Insert the number of days the partners have to be in a deadlock to trigger this section] days
after such request for action by any Partner, a deadlock (the “Deadlock”) shall be deemed to
exist. In the event of a Deadlock the Partners shall unanimously agree upon an independent
third-party (the “Tie-Breaker”), who will, after good faith discussions with the Partners, resolve
the Deadlock (including, if necessary, by voting in favor of or against a proposed resolution). In
the event that a Tie-Breaker cannot be unanimously agreed, each Partner shall appoint a Tie-
Breaker, and the Tie-Breakers shall mutually agree upon and appoint a Tie-Breaker, provided
that such Tie-Breaker is an independent third-party of good reputation and possesses significant
experience in the subject matter of the Deadlock. As soon as practicable after the appointment of
the Tie-Breaker, the Tie-Breaker shall, after good faith discussions with the Partners, resolve the
Deadlock (including, if necessary, by voting in favor of or against a proposed resolution). The
determination of the Tie-Breaker shall be final and binding upon all of the Partners and the
Partnership. Any fee charged by the Tie-Breaker shall be paid by Partnership.

         d.      Other Activities. Each Partner understands that each of the Partners may devote a
substantial part of their time to activities other than those of the Partnership and that certain of
those activities may involve conflicts with the affairs of the Partnership. This Agreement shall
not, except as expressly set forth herein, limit in any way the pursuit of such other activities by a
Partner. Notwithstanding the foregoing, each Partner represents and warrants that said Partner
will: (i) actively participate in the control of the Partnership’s business; (ii) act in good faith in
the interest of the Partnership; (iii) maintain sufficient financial resources, knowledge and
experience in business; and (iv) exercise said Partner’s powers independently.




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        e.     Information Relating to Partnership. Any Partner is entitled to receive any
information regarding the Partnership or its activities. Each Partner or authorized representative
shall have access to and may inspect and copy all books, records, and materials regarding the
Partnership or its activities. The exercise of the rights contained in this paragraph shall be at the
requesting Partner's expense.

        f.      Partner Compensation. Unless otherwise specifically agreed among the Partners,
no Partner shall receive any payment or compensation for performance of obligations under this
Agreement or for management services to the Partnership. Notwithstanding the foregoing,
subject to local, state and/or federal regulations, the Partnership shall reimburse any Partner for
all, previously approved, reasonable, direct out-of-pocket expenses incurred by such Partner in
the course of managing the Partnership.

5.       ADMISSION; TRANSFER; AND WITHDRAWAL

       a.      Admission of New Partners. Notwithstanding anything to the contrary in this
Agreement, additional persons may be admitted as Partners of the Partnership upon the
affirmative vote of __________ percent (___%) [Instructions: Insert the percentage of sharing
ratios that must approve the admission of a new partner] of the Sharing Ratios of all
Partners. Concurrently with admission of a person as a Partner, that new Partner shall execute
and deliver the Partnership Supplement.

        b.     Assignment. Notwithstanding anything to the contrary in this Agreement, a
Partner's interest in the Partnership may be assigned only with the written consent of
__________ percent (___%) [Instructions: Insert the percentage of sharing ratios that must
approve an assignment of a partner’s sharing ratios] of the Sharing Ratios of all Partners.

        c.      Withdrawal of Partner. Upon __________ (__) [Instructions: Insert the
number of days advance notice required to withdraw from the partnership] day’s written
notice of intent to the other Partners, a Partner may dissociate from the partnership by
withdrawing as a Partner. Upon dissociation of a Partner, whether by the death, withdrawal, or
other act, the remaining Partners may continue the Partnership business by purchasing the
outgoing Partner’s Sharing Ratio of the Partnership. The remaining Partners shall have the
option to purchase the dissociated Partner’s Sharing Ratio of the Partnership by paying to the
dissociating Partner or the appropriate personal representative the fair market value of the
dissociating Partner’s Sharing Ratio of the Partnership. The fair market value of the dissociating
Partner’s Sharing Ratio of the Partnership shall be determined by mutual agreement of the
remaining Partners and the dissociating Partner. If the parties cannot reach an agreement on the
value within __________ (__) [Instructions: Insert the number of days the parties must be in
a deadlock to trigger this section] days following the dissociating Partner’s notice, then the
remaining Partners and the dissociating Partner each must select a qualified appraiser within the
next __________ (__) [Instructions: Insert the number of days the partners have to appoint
appraisers] days. The selected appraisers must attempt to determine the value of the Sharing
Ratio owned by the dissociating Partner at the time of the notice, based solely on their appraisal
of the total value of the Partnership’s assets and the amount the dissociating Partner would have
received had the assets of the Partnership been sold at that time for an amount equal to their fair



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market value and the proceeds (after payment of all Partnership obligations) were distributed as
they would be upon dissolution of the Partnership. In the event the two selected appraisers
cannot agree on the value within __________ (__) [Instructions: Insert the number of days the
appraisers have to agree on the value of the shares of the disassociating partner] days after
being selected, the appraisers must, within __________ (__) [Instructions: Insert the number
of days the appraisers have to select a third appraiser if they cannot reach an agreement]
days, select a third appraiser. The value of the Sharing Ratio owned by the dissociating Partner
at the time of the notice (and Partnership’s purchase price thereof) will be the average of the two
appraisals nearest in amount to one another. That amount will be final and binding on all parties
and their respective successors, assigns, and representatives. The costs and expenses of the third
appraiser and any costs and expenses of the appraiser retained but not paid for by will be offset
against the purchase price paid for the dissociating Partner’s Sharing Ratio in the Partnership.
On completion of the purchase of the dissociating Partner's Sharing Ratio in the Partnership, the
Sharing Ratio of the remaining Partners will increase proportionately. In the event that the
remaining Partners do not exercise their option to purchase dissociating Partner’s Sharing Ratio
of the Partnership, the Partnership shall be dissolved as provided herein.

6.       DISSOLUTION AND WINDING UP

        a.       The Partnership will be dissolved, its assets disposed of, and its affairs wound up
on the first of the following “Dissolution Events” to occur:

             i.        A determination that the Partnership be dissolved and wound up by
Partners whose Sharing Ratios equal more than __________ percent (___%) [Instructions:
Insert the percentage of sharing ratios that must vote to dissolve the partnership] of the
Sharing Ratios of all Partners;

             ii.       The remaining Partners decline to exercise the option to purchase a
dissociating Partner’s Sharing Ratio of the Partnership; or

               iii.         Dissolution is otherwise required by law.

        b.      Winding Up. As soon as possible following the occurrence of any of the
Dissolution Events, the Partners, on behalf of Partnership, will execute a file all paperwork
required by the Code. Following the filing of all required filings, Partnership will cease to carry
on its business, except insofar as may be necessary for the winding up of its business in an
orderly manner, prosecuting and defending actions by or against the Partnership in order to
collect and discharge obligations, disposing of and conveying its property, and collecting and
dividing its assets. No Partner may take any action that is inconsistent with, or not necessary to
or appropriate for, winding up the business and affairs of Partnership. To the extent not
inconsistent with the foregoing, all covenants and obligations in this Agreement will continue in
full force and effect until the assets have been distributed and Partnership has been dissolved.

        c.     Final Accounting. In case of the Partnership’s dissolution, a proper accounting
shall be made from the date of the last previous accounting to the date of dissolution. In the
event that the Partners determine that a portion of the Partnership’s assets should be distributed



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in kind to the Partners, such assets shall be distributed to the Partners in undivided interests as
tenants in common in proportion to their Sharing Ratios.

7.       MISCELLANEOUS

        a.      Controlling Law. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation, provisions
concerning limitations of actions), shall be governed by and construed in accordance with the
laws of the State of ___________________, [Instructions: Insert the state’s laws that will
govern this agreement] applicable to agreements to be wholly performed therein, without
giving effect to laws governing conflict of laws.

        b.      Arbitration. The Partners consent to voluntarily agree to submit any disputes
hereunder to final and binding arbitration. The Partners agree that any and all controversies,
claims or disputes arising out of, relating to or concerning any interpretation, construction,
performance or breach of this Agreement shall be subject to binding arbitration to be held in the
County of _______________, [Instructions: Insert the county where arbitration will take
place] State of ___________________, [Instructions: Insert the state where arbitration will
take place] in accordance with the then-current rules of the American Arbitration Association
(“AAA”) for the resolution of commercial type of disputes (the “Rules”). The Partners further
consent that any arbitration will be administered by AAA and that the arbitrator shall be selected
in a manner consistent with the Rules. To initiate the arbitration process, the aggrieved party
must file and serve upon the responding part a written claim in accordance with the Rules. The
Partners also agree that the Arbitrator shall have the power to award any remedies, including
preliminary relief, injunctive relief, attorneys' fees and costs and all other remedies available
under applicable law. The decision of the arbitrator shall be final, conclusive and binding on the
parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court
having jurisdiction. This provision is the complete agreement of the parties on the subject of
arbitration of disputes. The Partners acknowledge and agree that the Partners are executing this
Agreement voluntarily and without any duress or undue influence by the Partnership or anyone
else.

       c.      Notices. All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have been duly given
when delivered. Delivery can be done personally, by reputable courier service such as Federal
Express, or through the United States mail, registered or certified, postage prepaid, return receipt
requested, addressed as set forth in Partnership’s books and records.

       d.     Provisions Separable. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other provision may be invalid or
unenforceable in whole or in part.

        e.     Amendments or Modifications. This Agreement may not be amended or modified
other than by an agreement in writing signed by all of the parties hereto.




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       f.      Further Assurances. Each Partner shall execute all certificates and other
documents and shall do all such filing, recording, publishing and other acts as the Partners deem
appropriate to comply with any laws relating to the acquisition, operation or holding of the
property of the Partnership.

       g.     Entire Agreement. This Agreement contains the entire understanding among the
parties hereto with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions, express or
implied, oral or written. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.

IN WITNESS WHEREOF, all of the Partners of the Partnership have executed this Agreement,
effective as of the date written above.



__________________________                                       __________________________
__________, [Instructions: Insert name]                          __________, [Instructions: Insert name]
Partner                                                          Partner



__________________________                                       __________________________
__________, [Instructions: Insert name]                          __________, [Instructions: Insert name]
Partner                                                          Partner



__________________________
__________, [Instructions: Insert name]
Partner

[Instructions: Insert or remove signature lines above to reflect the number of partners in
the partnership]




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                                                   EXHIBIT “A”

                                             SPOUSAL CONSENT

                                                          OF

 _____________________ [Instructions: Insert the spouse’s name that is providing consent]

I, the undersigned, acknowledge that:

1.     I have read the partnership agreement (the “Agreement”), made as of ______________,
[Instructions: Insert the date of the partnership agreement] as amended, by and between the
Partners of __________ [Instructions: Insert the partnership’s name] (the “Partnership”);

2.     I know and fully understand the Agreement’s contents and have been advised to consult
with independent counsel with respect to the Agreement;

3.      I am aware that by the Agreement’s provisions, my spouse, _________________
[Instructions: Insert the name of the partner] (“Spouse”), agrees to sell all of my Spouse’s
Partnership interest in Partnership, including any community property interest I may have with
respect thereto, on the occurrence of certain events;

4.      I consent to any sale, approve of the provisions of the Agreement, and agree that my
Spouse’s Partnership interest and my interest with respect thereto are subject to the provisions of
the Agreement, and that I will take no action at any time to hinder operation of the Agreement
with respect to my Spouse’s Partnership interest in the Partnership or my interest with respect
thereto.

5.      I agree that in the event that my Spouse predeceases me, I shall not devise any part of any
community property interest that I may have in my Spouse’s interest in the Partnership in
violation of this Agreement.

6.     I hereby waive and release any and all equitable or legal claims and rights, actual,
inchoate or contingent, that I may acquire with respect to the disposition, voting or control of my
Spouse’s interest in the Partnership, including any portion of that interest that is the community
property.



Signature:        __________________________

Print:            __________________________

SSN:              __________________________




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