Partnership Agreement of Brokerage Firm by nrt87341

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									                                     Partnership agreement of brokerage firm.

   This partnership agreement is made on [date], between              ,     and        .

   1. The parties to this agreement here agree to form a partnership under the name of           .

   2. The business of the partnership shall be the general stock, bond and commodity brokerage and commission
business, and shall include the dealing—as principal or agent—in stocks, bonds, cotton, grain, produce, metals and
other securities and commodities.

    3. The location of the principal place of business shall be in      , State of      . An office shall be maintained in
the City of       , State of       , and at such other place or places as the parties may from time to time determine.

   4. The term for which the partnership is to exist is from [date], to [date], except that in the event of the death of
      , prior to [date], the partnership shall be continued by the surviving partners for the period of one year from the
death of        . The term of the partnership may be extended or renewed for such periods as the parties may agree.

   5. The capital contributions of the parties shall be as follows:

                           $                       $       of which represents the value of a membership on the New York
                                                   Stock Exchange, the use of which shall be for the exclusive benefit of the
                                                   partnership, and which shall be a partnership asset.
                           $
                           $                       $        of which represents the value of a membership on the Chicago
                                                   Board of Trade, and $         of which represents the value of a membership
                                                   on the Chicago Stock Exchange, the use of which shall be for the exclusive
                                                   benefit of the partnership, and which memberships shall be partnership
                                                   assets.
   Total                   $


By contributing the use of the membership on the New York Stock Exchange, it is expressly agreed that to the extent it
is necessary for the protection of the creditors of the partnership, the membership shall be an asset of the partnership.

   6. Each of the partners shall receive interest at the rate of percent per year on that partner's respective capital
contribution as provided in paragraph 5 above which shall be payable on the first days of January, April, July and
October of each year during the term of the partnership.

    7. All dues, assessments, charges and expenses pertaining to the membership on the New York Stock Exchange and
the memberships on the Chicago Board of Trade and Chicago Stock Exchange, except assessments for the gratuity fund
of the New York Stock Exchange, shall be paid by the partnership and charged as an expense of the business.

    8. After setting aside or providing for the payment of interest on the capital contributions, and after the payment of
the expenses of conducting the business of the partnership, the net profits or net losses of the partnership shall be
ascertained as of the first days of January, April, July and October of each year during the existence of the partnership.
The net profits shall be distributed among the parties on those days in the following proportion:           .

    9. The losses of the partnership shall be borne by the parties in the same manner and proportions in which they share
the profits, as provided in paragraph 8 above.




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   10. Each of the parties agrees to devote his or her entire time and attention to the business of the partnership and to
use that party's best endeavors, and to the utmost skill and power, exert himself or herself to the joint interest, profits
and advantage of the partnership. None of the partners is to engage in any other business whatever.

    11. There shall be kept at all times during the continuance of the partnership just and true and proper books of
account, in which shall be entered fully and accurately all partnership transactions, which books shall, at all times, be
open to inspection by any of the partners. There shall be prepared and submitted to each partner on the first days of
January, April, July and October of each year during the term of the partnership, a just and true account of all profits or
increases made, or of any losses sustained by the firm, and showing the financial condition of the partnership.

    12. Bank accounts in the firm name of the partnership shall be kept and maintained at such banking institutions as
the parties shall, from time to time, agree upon. All moneys of the partnership, when received, shall be deposited in the
bank account or accounts of the partnership; and all checks and drafts drawn on those accounts, or notes or other
writings pledging the credit or affecting the property of the partnership, shall be signed in the firm name by one of the
partners.

    13. The capital funds of the partnership shall not be used or employed in or on speculation or for marginal
purchases, sales or transactions, except with the unanimous consent of all the partners, nor shall any of the parties use,
employ or in any manner, or under any circumstances, deal in or deal with any of the capital or assets of the partnership
on or for that party's personal account; nor shall any of the partners speculate in stock, bond, or commodity markets,
either directly or indirectly, nor trade in stocks, bonds or other securities or commodities, on margin or otherwise, in
that partner's own behalf or in behalf of the partnership, through any agencies or sources whatever, without the
unanimous consent of all the partners.

   14. No credit is to be advanced to any person, firm or corporation, without the unanimous consent of all the partners,
and every account existing or at any time taken must be properly margined—according to the custom generally
prevailing among members of the New York Stock Exchange.

   15. In the event of any disagreement as to the business policy of the partnership, the determination of the majority
shall prevail.

    16. None of the partners shall make or indorse any notes in that partner's individual name or in the partnership name,
except for the legitimate or necessary purposes of the firm's business; nor shall any of the partners become surety or
assume any liability, contingent or otherwise, whether oral or written, for any other person, firm or corporation, without
the unanimous consent of all the partners in writing.

     17. The death or insanity of a partner during the continuance of the partnership shall not dissolve the partnership,
and unless and until otherwise agreed by the surviving or remaining partners, the business of the partnership shall be
continued by the surviving or remaining partners under the following terms and conditions:
     (a) Upon the death or incapacity of a partner, all his right, title and interest in the assets of the partnership shall vest
in the surviving or remaining partners as of the date of that partner's death or incapacity. At the end of the month during
which the death or incapacity occurs, an inventory and account of the assets and liabilities of the firm shall be prepared
as of the end of the month, and the interest of the deceased or incapacitated partner shall be ascertained. The value of
the interest of the deceased or incapacitated partner shall be determined by the surviving or remaining partners, but no
value shall be placed upon the firm name, goodwill, furniture and fixtures, leases, clientele, syndicate, connections,
office equipment, mailing and prospect lists, correspondence, files, and other records of the partnership. The
membership on the New York Stock Exchange in the name of B and the memberships on the Chicago Board of Trade
and the Chicago Stock Exchange in the name of A shall be valued as firm assets at the sums of money at which the sales
of the memberships next preceding the death or incapacity of such partner shall be made. In case of the pendency of any
litigation against the partnership, or of any claim made against it, an amount equivalent to the proportionate share in the


                                                                                                                  electronic form 2005
                                                                                                                  WWW.LawCA.com
                                                                                                                   Law Publishers
profits of the deceased or incapacitated partner shall be reserved until the determination of that litigation, or the
adjustment of that claim, by the surviving or remaining partners, who shall have the right, in their discretion, to adjust
or pay the same;
    (b) The interest of the deceased or incapacitated partner shall be paid within six months of the death or incapacity of
that partner.

   18. Upon the termination or dissolution of the partnership, or the expiration of its term, or any renewal of it, or by
agreement of the parties, there shall be furnished a true and final account of all things pertaining to the business of the
partnership, and upon the making and rendering of the account, the assets of the partnership, including the value of the
membership on the New York Stock Exchange and the memberships on the Chicago Board of Trade and the Chicago
Stock Exchange, remaining after payment of all liabilities, as well as any gain or increase in the assets which shall
appear, shall be distributed among the partners as follows:

      (a). The capital contribution of the partners shall be first returned to them with unpaid interest on the
   contribution.

       (b). The undivided profits shall be distributed in accordance with the proportions in which the partners shall
   divide the profits as set forth in paragraph 8. All remaining assets and reserves shall be distributed among the
   partners in the same proportions.

       (c). In case of the pendency of any litigation against the partners or of any claim made against the partnership,
   there shall be first reserved out of the assets of the partnership an amount sufficient to cover that liability or claim,
   until the termination of the litigation, or the adjustment of the claim, and at that time the balance remaining shall be
   distributed among the partners in accordance with the proportions in which the partners shall divide the profits, as
   set forth in paragraph 8.

   19. This agreement shall become effective as of [date], and shall supersede all other partnership agreements
between the parties to this agreement or any of them.




                                                                                                              electronic form 2005
                                                                                                             WWW.LawCA.com
                                                                                                              Law Publishers

								
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