Matters to be Considered in Drafting a Partnership Agreement I. Names and addresses of partners. II. Name of partnership. A. Conflict with trade names or similar business names. B. Registration provision if required. C. Provision for continued use of name on reorganization of partnership. D. Provision for continued use of decedent partner's name. E. Restrictions on use of partnership name in other activities. III. Address of principal place of doing business. IV. Purpose of partnership. A. Specification of authorized business activities. B. Recognition of possibilities of changes in purposes. C. Limitations on partner's competitive business activities. D. Limitations on business activities. V. Contribution of partners. A. Amount of contribution to be made. B. Date contribution to be made to partnership. C. Form of contribution. D. Valuation of contributions other than cash. E. Interest to be paid on contributions. F. Adjustment in contributions required from each partner -- Loans to partnership. VI. Term of partnership agreement. A. To terminate on expiration of specific period of time. B. To terminate on occurrence of specific events. VII. Additional contribution requirements. A. Procedure for establishing necessity. B. Amount required. C. Notification of requirement for additional contribution. D. Apportionment of contribution among partners. E. Redistribution of partnership interest for non-proportional contributions. VIII. Assets of partnership. A. Identification of assets. B. Valuation of assets. C. Control of assets and accountability for such control. D. Distribution of assets. IX. Goodwill evaluation to be considered on distribution of assets. X. Liability. A. Partnership liability. B. Partners' liability to one another C. Partners' liability to third parties. XI. Distribution of profits and losses. A. Identification of how division is to be made. B. Specification of guaranty of profits to any one partner. C. Salaries as element of profits for distribution. D. Schedule for distribution. E. Limitations on distribution of profits or liability for losses by one partner. F. Distribution made to partnership. G. Establishing reserve funds for partnership expenses prior to distribution. XII. Powers of partners and limitations on those powers. A. Engaging in non-partnership business. B. Acts outside scope of partnership business. C. Partnership employee policies. D. Contractual rights and limitations. E. Patents and trade secrets. F. Assignment and sale of partnership interests.