Partnership Agreement Form - Free Download | Page 8
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by the Partnership or the General Partner unless the Partnership is then
possessed of such monies available for the proposed expenditure. Under no
circumstances shall the General Partner be required to expend personal funds in
connection with the Partnership business.
13.08 PRESUMPTION OF POWER. The execution by the General Partner of the
contracts or agreements relating to Partnership business shall be sufficient to
bind the Partnership. No person dealing with the General Partner shall be
required to determine his authority to make or execute any undertaking on behalf
of the Partnership, nor determine any fact or circumstances bearing upon the
existence of his authority nor to see the application or distribution of revenue or
proceeds derived therefrom, unless and until such persons have received written
noticed to the contrary.
13.09 OBLIGATIONS NOT EXCLUSIVE. The General Partner shall devote such
time as is reasonably necessary to manage the Partnership's business, it being
understood that the General Partner may engage in other employment and other
transactions for his own account and for the account of others. General Partner
shall not engage in any employment or transactions that would be in direct
conflict of interest to the Partnership.
13.10 INDEMNIFICATION OF GENERAL PARTNER. The General Partner shall
be indemnified and held harmless by the Partnership from and against any and
all claims of any nature, whatsoever, arising out of or incidental to the General
Partner's management of Partnership affairs; provided, however, that the General
Partner shall not be entitled to indemnification hereunder for liability arising out of
gross negligence or willful misconduct of the General Partner or the breach by
the General Partner of any provisions of this Agreement.
13.11 LIMITATION OF TRANSFERABILITY. The interest of the General Partner
may not be transferred without written approval from the Limited Partner.
ARTICLE XIV
DISSOLUTION, TERMINATION AND LIQUIDATION
14.01 DISSOLUTION. Unless provisions of Section 14.01 are elected, the
Partnership shall be dissolved and it's business shall be wound up on the earliest
to occur:
(a) December 31, 2010
(b) The death, resignation, insolvency, bankruptcy or other legal incapacity of the General
Partner or any other event which would legally disqualify the General Partner from acting
hereunder; or
(c) The occurrence of any other event which, by law, would require the Partnership to be
dissolved.
14.02 CONTINUATION OF COPYRIGHT OWNERSHIP. The dissolution of the
Partnership shall not effect the rights in and to the copyrights owned by the
Partnership.
