PARTNERSHIP AGREEMENTI. INTRODUCTORY The parties to this agreement,_____________________, hereinafter referred to as the firstparty, and _______________________, hereinafter referred to as the second party, andboth hereinafter referred to as the partners, in consideration of the mutual covenantsherein contained, agree to form, and hereby do form, a partnership pursuant to theUniform Partnership Act of the State Of Georgia, on the terms and conditionssubsequently set forth. II. PURPOSE The partnership is created and conducted for the purpose of engaging in thepractice of law. III. NAME The name of the partnership shall be ___________________.IV. PLACE OF BUSINESS The principal place of businesss of the partnership shall be ______________, andsuch other place or places as may be agreed upon by the partners.V. PRINCIPAL OFFICE The principal office of the partnership shall be located at __________________.VI. DURATION The partnership shall commence on _________________, and shall continue until__________________, or until dissolved pursuant to Article XVIII of this agreement.VII. CAPITAL CONTRIBUTIONS A. Partnership Capital. The initial capital of the partnership shall consist of the sum of ______________. B. Initial Contributions. The initial contribution of each partner shall be as follows: First Party - _______________. Second Party - ________________.C. Subsequent Capital Contributions. Subsequent capital contributions, such as are needed by the partnership, shall be made by each partner in proportion to his >>>> 2 or her respective distributive share (as defined in Article X(a)). In the event that any partner fails to make such subsequent capital contribution, the partners who have contributed their shares may consider the sums so advanced as loans to the partnership.D. When Initial Contribution Is To Be Made. Each partner shall make an initial contribution of capital to the capital of the partnership or before ______________.E. Effect Of Failure To Make Initial Contributions. If any partner fails to make the entire required initial contribution to the capital of the partnership on or before the date indicated above, this agreement shall be abandoned and of no further effect. On the happening of such contingency, all contributions which have been made shall be returned to the partners who have made such contributions.F. Interest On Capital Contributions. The partners shall not receive interest on any of their individual contributions to capital, unless they specifically agree, in writing, to such interest prior to the time that capital is contributed.VIII. PARTNERSHIP PROPERTYA. Partnership Property. Subject to the provisions of subsections (B) and (D) of this article, all property originally paid to, or brought into, or transferred to, the partnership, as contributions to capital by the partners, or subsequently acquired by purchase or otherwise, on account of the partnership, shall be partnership property. B. Title To Loaned Property To Remain In Partner. It is agreed that the following described property: ____________________, is being made available to the partnership by ________________, solely for the use of the partnership and is to remain the property of the lender and is to be returned _______________, or when the partnership is dissolved, if prior to that date. C. Property To Be In Partnership Name. The title to all partnership property shall be held in the name of the partnership.D. Rights In Specific Partnership Property. It is agreed that the partners, individually, do not have the right, at any time during the existence of this partnership, to assign or in any way encumber any partnership property, unless specifically agreed to by the partners, in writing.>>>> 3IX. RIGHTS, DUTIES, & LIABILITIES OF PARTNERSA. Other Business Activities Prohibited. No partner, during the continuance of the partnership, shall pursue, or become directly or indirectly interested in, any business or occupation which is in conflict either with the business of the partnership or with the duties and responsibilities of such partner to the partnership.B. Time Partners To Devote To Business. Each partner shall devote the same amount of time to the business of the partnership, unless different amounts of time are specifically agreed to, in writing, by the partners.C. Salaries. Each partner, for time devoted to the business of the partnership, shall receive, in addition to agreed upon share in any profits, the following salary: First Party - _______________. Second Party - ________________.D. Vacations And Leaves Of Absence. Each partner shall be entitled to _________ days of vacation and ________ days of leave of absence for illness or disability per annum, commencing from ____________ without, except as otherwise provided herein, impairing a partners right to that partners share of the profits of the partnership, or impairing any other rights under this agreement.E. Suretyship Obligations. The parties covenant that they presently are not, and agree that they shall not become during the existence of the partnership, without the written consent of all the partners, obligated under any bond, suretyship or security agreement, bail contract, or as cosigner for any individual, partnership, or corporation, and shall not knowingly cause or allow to be done anything whereby partnership property may be attached or taken in execution.X. MANAGEMENT OF BUSINESSA. Participation in Management. Except as otherwise provided in this agreement, all partners shall have equal rights in the management and conduct of the partnership. Decisions shall be by majority vote (each partner having one vote) except as provided in subsection (B) of this article.B. Matters Requiring Unanimity. During the continuance of the partnership, no partner shall, without the consent of all the partners, do any of the following: 1. Assign the partnership property in trust for creditors or on the assignees promise to pay the debts of the partnership; 2. Submit a partnership claim or liability to arbitration or reference; 3. Confess a judgment against the partnership; 4. Do any act which would make it impossible to carry on the ordinary business of the partnership;>>>> 4 5. Make, execute, or deliver in the name of the partnership any bond, trust deed, mortgage, indemnity bond, guarantee, surety bond, or accommodation paper or endorsement; 6. Borrow money in th