Partnership Agreement – Short

THIS AGREEMENT OF PARTNERSHIP

is made
this ______ day of _____, 200__, by and between the undersigned whose
names and addresses are set forth below for the purpose of forming a partnership.

______________________________________

NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. Name: The name of the partnership
shall be:

_______________________________________

2. Address: The
original place of business shall be at:

_______________________________________

3.
Nature of Business: The partnership shall engage in the business of

_______________________________________

and
such other related activities as shall be agreed upon by the partners.

4.
Duration: The partnership shall continue until terminated by mutual consent or
dissolution by operation of law.

5. Capital: The initial capital and ownership
interest of the partnership shall be allocated as follows:

Partner Amount Invested Ownership Interest (%)

_____________ _____________
________________

_____________ _____________ ________________

The
partners shall contribute in proportionate shares any additional capital they
may deem necessary for the operation of the business.

6. Loans By Partners:
If any partner shall, with the written consent of the other partners, advance
any monies to the partnership in excess of the capital contributed as set forth
above, the amount of the monies so advanced shall be considered as a loan to the
partnership and shall bear interest at a rate equal to the prime commercial lending
rate of the Bank used by the partnership until repaid.

7. Profit and Losses:
The net profits and losses of the partnership shall be apportioned amongst the
partners in accordance with their proportionate ownership interest.

8. Management:
The partners shall have equal rights in the management of the partnership business.

9.
Duties: Each partner shall devote his full time and best efforts on behalf of
the partnership business.

10. Salaries: The salaries for each partner shall
be by agreement with the remaining partner(s).

11. Books of Account: The
partnership shall maintain adequate accounting records on a cash basis of accounting,
and open to inspection by each partner. The fiscal year shall end on ___________
of each year and the first fiscal period shall end on ___________, 200__

12. Banking: All partnership funds shall be deposited with such
banks as may be designated by the partners. Cheques and withdrawals shall be issued
only for the partnership purposes and shall be signed by any two partners.

13.
Authority: No  parties shall, without the consent of the other partners:

a)
Borrow money in the firm name for any purposes or utilise collateral owned by
the partnership as security for any loans.

b) Assign, transfer, pledge,
compromise or release any debts or obligations due to the partnership, except
upon payment in full.

c) Enter into any contract, agreement, obligation
or undertaking of the partnership except within the ordinary course of business.

d)
Make, execute, initiate or deliver any insolvency proceeding, confession of judgement,
deed, guarantee, lease, bond, or contract to sell all or substantially all the
property of the partnership.

e) Pledge, hypothecate or in any manner transfer
his interest in the partnership.

14. Termination: This  partnership shall
be terminated by the death or material incapacity of any partner, mutual agreement,
or upon the written request for termination made by any one partner. Upon termination
by reason of death, incapacity or request, the remaining partners shall have the
right to continue the business of the partnership on their own behalf or together
with new or additional partners, provided they pay the terminated partner the
fair market value of his partnership interest (as determined by the accountant
for the partnership) together with suitable indemnification for all of their existing
partnership obligations.

15. Arbitration: Any dispute or controversy herein
shall be settled by arbitration in accordance with the Arbitration Act.

DATED
THIS _________ DAY OF ____________, 200__.

In witness whereof
the parties have signed this Agreement.

____________________ ________________________

NAME
SIGNATURE

____________________
________________________

NAME
SIGNATURE

===============================================

This
Section For Notary

On _____________________________________, before
me,

________________________________________, Notary Public,

personally
appeared ___________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorised
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS
my hand and official seal.

Signature of Notary

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