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Sample Partnership Agreement 3
LOMAS Administrative Form
Form No.09689, page 3 of 16
Income Accounts
A. Income Accounts. Individual income accounts shall be maintained for each
partner. Withdrawal from income accounts shall only be in proportion to the sharing of net profits
as described in Article X. Each partner's share of any partnership loss shall be first charged
against its income account, and any excess net loss shall thereafter be charged against its
operating capital account. Each partner's share of the partnership net profits shall be credited to
its income account. The partners may determine by unanimous vote to transfer to partnership
operating capital all or any portion of the credit balances of the income accounts of the partners.
B. Withdrawals in Anticipation of Partnership Profits. At the close of each month
during the term hereof, the partners may draw against their income accounts in an amount that
may be in excess of the current balance therein in accordance with the following procedure: No
such withdrawal may be made until after payment of all partnership expenses for such month and
the maintenance of $_______ in the partnership operating account (or such greater amount as
may be deemed necessary by the partnership). Under such circumstances the excess over
$______ in the partnership operating account shall be distributed to each partner in the same
proportion to the sharing of net profits described in Article X. At the end of each fiscal quarter
during the partnership fiscal year, the partners agree to adjust the amounts withdrawn hereunder
so that all withdrawals during such quarter are cumulatively made in the same proportion as the
sharing of net profits described in Article X.
Partnership Property
A. Partnership Property. Any property paid, brought into, or transferred to the
partnership as capital contributions of the partners, or subsequently acquired by purchase or
otherwise, on account of the partnership, is partnership property. Partnership property shall
include all case files whether active or inactive.
B. Property to be in Partnership Name. The title to all partnership property shall be
held in the name of the partnership.
Rights, Duties and Liabilities of Partners
A. Diligence in and Application to Partnership Business. The partners will at all times
during the continuance of the partnership diligently employ themselves in the business of the
partnership and carry on the same for the greatest advantage to its interest. Each and every one
of the partners shall apply to the best of its ability all of its experience, training, and talents in the
performance of such work as may be required in the furtherance of the business of the
partnership. The partners acknowledge that legal services shall be supplied to the partnership by
the employees designated by each partner corporation. Except as provided in Article XII hereof,
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