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Duquesne University Small Business Development Center
prior to the call for additional contributions or in any other proportions that they may determine. The
allocation of profits or losses among all the Partners shall be adjusted according to the change in capital
contributions by the partners.
Contributions to the capital of the Partnership shall not bear interest. However, any advance of money to
the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently
agreed to as a Capital Contribution shall not be deemed a Capital Contribution to the Partnership, but a debt
due from the Partnership, and shall be repaid with interest at such rates and times as determined by a
supermajority of the Partners. Such debts may have preference or priority over any other payments to
Partners as may be determined by a supermajority of the Partners.
5. Capital Accounts. A separate capital account shall be maintained for each Partner, and capital
contributions to the Partnership by the Partners shall be charged to such accounts. Partnership profits or
losses shall also be charged or credited to the separate capital accounts in the manner hereinbefore
provided. No interest shall be paid on the capital account of any Partner.
6. Cash Distributions. Any amounts held by the Partnership and not required for purposes of its
business, including reasonable reserves for contingencies, may be distributed to the Partners pursuant to the
terms hereof. No Partner shall be entitled to make withdrawals from his individual account or have
returned to him his capital contributions except in accordance herewith. No Partner shall have the right to
require that a distribution be made to him other than in cash.
7. Banks and Books of Account. The funds of the Partnership shall be kept in a separate account or
accounts in a bank and/or savings institution in the name of the Partnership. All withdrawals from such
accounts shall be made upon checks or drafts signed by any Partner.
Full and complete books of account shall be kept and maintained at the principal place of business and all
transactions shall be entered in such books. Each Partner shall have access and the right to inspect and
copy such books and all other Partnership records. The books shall be closed at the end of each calendar
year and statements prepared showing the financial condition of the Partnership and its profit or loss.
8. Managing Partners. In the general conduct of the Partnership business, all the Partners shall be
consulted and the advice and opinions of the Partners shall be obtained so much as is practicable.
However, for the purpose of fixing and harmonizing the policies and practices of the Partnership and of
securing uniformity and continuity in the conduct of its business, the general management of the
Partnership business shall rest solely in the Managing Partners. The Managing Partners shall be:
_____________________________________________________ (Name and Address).
_____________________________________________________ (Name and Address).
Except in cases of gross negligence or willful misconduct, the doing of any act or the failure to do any act
by the Managing Partners, the effect of which may cause or result in loss or damage to the Partnership,
shall not subject the Managing Partners to any liability to the remaining Partners or to the Partnership. In
the event of the death, physical or mental incapacity, or withdrawal of either Managing Partner from the
Partnership, the surviving Partners shall have equal rights in the management of the Partnership and shall
appoint successor Managing Partners.
Except as otherwise provided herein, no Partner shall make any contract for and on behalf of the
Partnership without the prior approval of the other Partners. All contracts shall be made in the name of the
Partnership and in the case of any disagreement as to the making of any contract or assumption of any
obligation by the Partnership, such contract or obligation shall not be made or executed except as directed
by a supermajority of the Partners; further, no Partner shall release nor cancel any indebtedness or
obligation due the Partnership, except on full payment thereof, or upon the mutual agreement of all the
Partners, nor shall any Partner give, extend, or guarantee credit to or for any person, firm, corporation
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reement 2
Duquesne University SBDC 2009 - Reprinted with the express permission of the American Institute for
Financial Research, Inc., Smart Business System, Smart Online. Smart Attorney and other business
software can be viewed at www.smartonline.com
source: ourcapitalgroup.com
