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Sample Partnership Agreement 3
LOMAS Administrative Form
Form No.09689, page 4 of 16
each partner agrees for the term hereof to provide the partnership with at least one (1) full time
licensed attorney to perform legal services on behalf of the partnership business. Unless otherwise
agreed, the partners agree that during the term hereof, the partners shall cause their respective
professional employees not to provide legal services for compensation to anyone other than for
the partnership.
B. Payment of Separate Debts of Partners; Indemnification. Each partner shall
punctually pay its separate debts and tax liabilities and indemnify the other partners, and/or the
partnership, against any losses or damages, including a reasonable attorneys' fee incurred by the
other partners or the partnership as a result of its separate debts. Unless paid by such partner, any
expenses incurred by the partnership in defending or meeting obligations of an individual partner
shall be chargeable to that individual partner out of its income and/or capital account, prior to any
further distribution thereof.
C. Surety Obligations. The partners agree, each with the other, that they are not and
shall not, during the length of this contract, without the written consent of all other partners, enter
into any bond or become surety, security, bail or cosigners for any person, copartnership or
corporation, or knowingly cause or suffer to be done anything whereby the partnership property
may be encumbered, attached or taken in execution.
D. Restrictions on Partnership Interest. No partner shall, without written consent of
the partnership, do any of the following: assign, mortgage, deed in trust, gift, or charge his or her
partnership interest or share of the assets or profits of the partnership, or any part of its share or
draw. No partner shall accept or endorse any bill of exchange or promissory note on account of
its partnership interest without such consent.
Management in Business
A. Rights in Management. The partners shall have rights in the management and
conduct of the partnership business in the same proportion as their interests in partnership profits
under Article X. Consent or approval by the partnership shall require assent by both partners.
B. Contracts. Subject to any limitations and restrictions imposed by this agreement,
each partner, for the purposes of the business aforesaid, shall have equal power to use the name of
the firm, and to bind the same in making contracts and purchasing goods, and in otherwise
trading, buying, selling and managing on behalf of said partnership.
C. Contracts; Limitation on Authority. A partner shall not borrow money, purchase,
sell or enter into a contract for the purpose of purchase or sale of real or personal property or
services, exceeding the value of _________ and no/100 Dollars ($______) without the previous
consent of the partnership. In the case of purchases, the other partner within _____ days from
gaining knowledge of said purchase, shall have the option either to retain such real or personal
property on account of the partnership, or permit such property to remain the separate property of
the partner who shall have purchased or entered into the contract to purchase such property and
be financially responsible. In case of a contract for services, the other partner, within a reasonable
time, can either ratify said employment agreement or disaffirm it, and in case of the latter, the
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