Scrap iron and metal business. The parties have for some time been engaged together in the scrap iron and metal business under the name, style and description of _________ company, located at _________. Their respective interests in the business have, through various circumstances, changed, and the parties are now the sole owners of the business. They desire to continue the business as a copartnership, and desire to state an account between them as of this date, and to reduce it to writing, setting forth their mutual interests, rights, and obligations. In consideration of the sum of _________ dollars by each to the other the receipt being acknowledged, and in further consideration of the mutual covenants, stipulations and agreements set forth, it is mutually agreed by and between the above-named parties, as follows: 1. The parties have agreed to become and remain partners in the scrap iron and metal business and all things incidental and necessary and convenient to the business, under the firm name and style of _________ company. 2. This copartnership shall continue from the date of this agreement until it shall, by mutual agreement or by operation of law, be dissolved. The place of business shall be at _________, or at any other place or places as the parties may, by agreement, designate. 3. B agrees to give and devote his [her] entire time and attention to the business, and both parties shall exert their best endeavors for managing and conducting the business of the copartnership. It is understood that A has other business interests outside of this copartnership but A agrees to give and devote so much of his [her] time and attention as the business of the copartnership shall require, and as he [she] has in the past given and devoted to the business. 4. It is understood and agreed that A has contributed to the copartnership _________ of all of the assets which it now has or owns, and B has contributed _________. 5. The copartners shall be entitled to the net profits arising from the business and remaining after the payment of all just copartnership debts. These profits are to be divided _________ to A, and _________ to B. A shall receive a salary of _________ dollars per week, and B shall receive a salary of _________ dollars per week, and these salaries shall be drawn by the respective parties until such time as the amount and manner of payment shall be otherwise determined by mutual agreement. 6. All rents, cost of repairs and alterations required in the business, and all rates, taxes, cost of insurance, and other disbursements in respect to the operation of the business, and the wages or salaries of any or all persons employed in the business, and all other money to be payable on account of the business, and all losses which shall happen to it shall be paid out of the capital of the copartnership, and the profits arising. If the profits are deficient, then, by the copartners, A to the extent of _________, and B to the extent of _________. 7. There shall at all times be kept by the parties just and true books of account, where all sales, purchases, receipts, payments, engagements, transactions and property of the copartnership shall be entered. The books of account and all securities, papers and writings of the copartnership shall be kept at the place where the business is carried on, and each copartner shall have free access at all times to examine and copy out of them. 8. Neither party shall, without the previous consent in writing of the other copartner, enter into any bond or become bail or surety for any person, or indorse any note or other instrument
for any person, or do or willingly suffer to be done anything where the capital or property of the copartnership may become liable to be attached or taken in execution. Each copartner shall punctually pay his [her] separate debts and indemnify the other copartner, and the capital and property of the copartnership, against them and all expenses on their account. 9. All money which shall from time to time be received for and on account of the copartnership, not required for current expenses, shall be deposited immediately in a bank, chosen by the copartnership as the depositary of the copartnership funds, in the same checks, drafts, bills, cash or remittances in which they are received, and all disbursements for and on account of the copartnership shall be made by check on that bank. Either of the parties may sign checks. 10. Upon the dissolution of this copartnership, by mutual agreement of the parties or by operation of law, a complete account of the business shall be taken and the assets of the copartnership, after provision made for payment of all just debts and expenses of the copartnership business, shall be distributed in the following manner: _________ to A, and _________ to B, and all losses suffered by the copartnership shall be borne by the respective parties in the same proportion. 11. In the event that either of the parties desires to withdraw from the copartnership, or, in the event of the death of either copartner, the remaining party shall have the option of purchasing the interest of the withdrawing or deceased party. In either of these events, an account shall be taken of all of the copartnership property and provision made for payment of all just debts and liabilities of the copartnership. Subject to this provision, the remaining or surviving copartner shall pay the amount determined to be due to the withdrawing copartner, or the heirs, executors or representatives of the deceased copartner, in the same proportions as set forth above namely: To A or his [her] heirs, executors or assigns a sum equal to _________ of the remaining net assets, and to B or his [her] heirs, executors or assigns a sum equal to _________ of the remaining net assets. 12. This agreement shall be binding and conclusive upon the heirs, executors, administrators and assigns of the respective parties. In witness, etc.