PREPARE A SIMPLE PARTNERSHIP AGREEMENT AS FOLLOWS:

                   Simple Partnership Agreement

This agreement is made on __________________, by ____________________, referred to as "Partners" under the following provisions.

1. The Partners shall associate to form a General Partnership for the purpose of selling hockey skates, equipment, and related supplies, and asundry other services, and any other businesses agreed upon by the Partners.
2. Partnership Name
3. The Partnership name shall be _______________________.
4. Partnership Term
5. The Partnership shall commence upon the execution of this agreement and shall continue until dissolved by agreement of the partners or terminated under the provisions of this agreement.
6. Place of Business
7. The Partnership’s principal place of business shall be __________________. The Partnership shall maintain any other place or places of business agreed upon by the Partners.
8. Initial Capital
9. The Partnership’s initial capital shall be ___________. ___________ shall contribute $ __________________ toward the initial capital by depositing said sum in the Partnership account, and ___________________ shall contribute $ ______________ toward the initial capital by depositing said sum in the Partnership account.
10. Capital Withdrawals
11. No Partner shall withdraw any portion of the Partnership capital without the other Partner’s express written consent.
12. Profit and Losses
13. The partners shall share equally in Partnership net profits and shall bear Partnership losses equally.
14. Books of Account
15. Partnership books of account shall be accurately kept and shall include records of all Partnership income, expenses, assets, and liabilities. The Partnership books of account shall be maintained on a cash basis. Each partner shall have the right to inspect the Partnership books at any time.
16. Fiscal Year
17. The Partnership’s fiscal year shall end on the 31^st day of December each year.
18. Accountings
19. Complete accountings of the Partnership affairs at the close of business on the last days of March, June, September, and December of each year shall be rendered to each Partner within ten (10) days after the close of each such month. At the time of each accounting, the net profits of the Partnership shall be distributed to the Partners as provided in this agreement, or as otherwise agreed upon by the partners. Except as to the errors brought to the Partners’ attention within 15 days after it is rendered, each accounting shall be final and conclusive.
20. Time Devoted to the Partnership
21. Each Partner shall devote undivided time, or such time as agreed upon by the Partners to and use utmost skill in the Partnership business.
22. Management and Authority
23. Each Partner shall have an equal right in the management of the Partnership. Each partner shall have authority to bind the Partnership in making contracts and incurring obligations in the Partnership name or on its credit. No Partner, however, shall incur obligations in the Partnership name or on its credit exceeding $1500 without the other Partner’s express written consent. Any obligation incurred in violation of this provision shall be charged to and collected from the partner who incurred the obligation.
24. Partner’s Salaries
25. In compensation for services in the Partnership business, each partner shall be entitled to a salary each month as agreed upon in advance by both partners and in an amount as agreed upon in advance by both partners. The Partnership shall deduct the partners’ salaries as ordinary business expenses prior to computing net profits, or at the discretion for both partners, the partners may take draws against profits, but in no event shall any compensation of the partners exceed their individual and respective shares in the Partnership Profits. A partner’s salary or draws may be increased or reduced at any time by mutual agreement of the partners.
26. Net Profits Defined
27. The Term "net profits" as used in this agreement shall mean the Partnership net profits as determined by generally accepted accounting principles for each accounting period specified in this agreement.
28. Withdrawal of Partner
29. Upon 30 days written notice of intent to the other partner, either partner may withdraw from the Partnership at the end of any accounting period specified in this agreement.
30. Option to Purchase Terminated Interest
31. On dissolution of the Partnership by the death, withdrawal, or other act of either Partner, the remaining Partner may continue the Partnership business by purchasing the outgoing partner’s interest in the Partnership assets and goodwill. The remaining partner shall have the option to purchase the outgoing partner’s interest by paying to the outgoing partner or the appropriate personal representative the value of the outgoing partner’s interest as determined under paragraph 17 of this agreement.
32. Purchase Price of Partnership Interest
33. On exercise of the option in Paragraph 16 of this agreement, the remaining partner shall pay to the outgoing partner or appropriate personal representative the value of the outgoing partner’s partnership interest as determined by the last regular accounting preceding dissolution plus the full unwithdrawn portion of the outgoing partner’s share in net profits earned between the date of such accounting and the date of dissolution.
34. Duties of Purchasing Partner
35. On any purchase and sale made pursuant to Paragraphs 16 and 17 of this agreement, the remaining partner shall assume all partnership obligations. The remaining partner shall hold the withdrawing partner as well as any property belonging to the withdrawing partner, free and harmless from all liability for Partnership obligations. Immediately upon purchase of a withdrawing partner’s interest, the remaining partner shall prepare, file, serve, and publish all notices required by law to protect the withdrawing partner from liability for future partnership obligations. All costs incident to the requirements of this paragraph shall be borne by the remaining partner.
36. Dissolution
37. On dissolution of the partnership, except as provided in paragraphs 16 and 17 of this agreement, the partnership affairs shall be wound up, the partnership assets liquidated, its debts paid, and the surplus divided among the partners according to their net worths in the partnership business.
38. Notices
39. All notices between the partners shall be in writing and shall be deemed to be served when personally delivered to a partner, or when deposited in the United States mail, certified, first class postage prepaid, addressed to a partner at the partnership’s principal place of business or to such other place as may be specified in a notice given pursuant to this paragraph as the address for service of notice on such partner.
40. Consents and Agreements
41. All consents and agreements provided for or permitted by this agreement shall be in writing. Signed copies of all consents and agreements pertaining to the partnership shall be kept with the partnership books.
42. Goodwill
43. On all accounting provided for in this agreement, the goodwill of the partnership business shall be valued at one dollars ($1.00) and no more.
44. Sole Agreement
45. This instrument contains the partners’ sole agreement relating to their partnership. It correctly sets out the partners’ rights and obligations. Any prior agreements, promises, negotiations, or representations not expressly set forth in this instrument have no force or effect.

Executed on ________________________, ______________________ at _________________________________

_________________, partner

_________________

_________________, partner