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Duquesne University Small Business Development Center
nevertheless be entitled to use the tradename of the Partnership. The capital account of the deceased
Partner shall be adjusted to reflect the fair market value of all Partnership land and improvements located
thereon and fixtures affixed thereto, the same to be determined by an independent appraiser selected by the
parties for this purpose, whose determination shall be final and binding upon all interested parties. The
purchase price shall be paid within ________ year(s) of the death of the deceased partner and shall bear
interest at the rate of ________ percent per annum thereafter. In the event no agreement can be made on
who shall be the appraiser, then the value shall be established by three appraisers, one selected by the
deceased partner's estate, one selected by the remaining partners and a third appraiser selected by those two
appraisers. The Partners intend that the payments for the deceased Partner's capital account shall be
distributions under Section 736(b) of the Internal Revenue Code, and that payments for undistributed
profits shall be a distributive share of the Partnership income or a guaranteed payment under Section 736(a)
of the Internal Revenue Code.
(b) If the surviving Partners do not elect to purchase the interest of the deceased Partner, they shall
proceed with reasonable promptness to liquidate the Partnership. During the period of liquidation, the
surviving Partners and the estate of the deceased Partner shall share in the profits and losses of the business
in the same manner that they would have shared in them had the deceased Partner survived to the end of the
fiscal year, except that the deceased Partner's estate shall not be liable for losses in excess of the deceased
Partner's interest in the Partnership assets as of the time of his death. Except as herein otherwise stated, the
procedure as to liquidation and distribution of the assets of the Partnership business shall be the same as
stated in Paragraph 11.
The parties agree that the provisions contained herein with respect to the discharge of a deceased Partner's
interest in the Partnership are in lieu of the provisions of ____________________________________
(State Statute)(Uniform Partnership Act))
and shall exclusively govern the disposition of and accounting for the interest of a deceased Partner in the
15. New Partners. No person shall be admitted as a Partner of the Partnership except with the consent
of all the Partners who shall determine the terms and conditions upon which such admission is to be
16. Prohibition on Transfer. A Partner shall not, and shall have no right, to sell, assign, pledge or
mortgage his interest in the Partnership, or the Partnership property or assets, except with the written
consent of all the Partners, and any such prohibition transfer, if attempted, shall be void and without force
17. Entire Agreement. This Agreement contains the entire understanding of the parties hereto and
may not be modified or amended except by a writing signed by the parties to be charged therewith.
18. Controlling Law. This Agreement shall be controlled by and construed in accordance with the
laws of the State of ______________________.
19. Successors and Assigns. Subject to the restrictions set forth herein, this Agreement shall inure to
the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the date and place first above
Signature of Partner Date
Signature of Partner Date
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