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PARTNERSHIP AGREEMENT

This Partnership Agreement is made on _________ between __________________,

(partner one), ___________, (partner two), __________, (partner three), _____________,

(partner four), and ________a (partner five). hereinafter referred to as Partners. The below

signed hereby enter into this Partnership Agreement on behalf of themselves, their heirs,

successors and assigns, and set forth following terms and conditions as constituting the

Partnership Agreement in its entirety:

1. Name and Business:

The parties hereby form a partnership under the name of

___________________________________ to operate _______________________.

1.1 The partnership's operations shall be primarily in the following field

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or area: _____________________

1.2 _________ signed the lease on behalf of the Partners and was fully

authorized to do so.

2. Term:

The partnership shall begin on _______ , 20___ and shall continue perpetually until

terminated.

2.2 Upon termination or dissolution of the Partnership, the Partnership will be

promptly liquidated, with all debts being paid first, prior to any distribution of the remaining

funds. Distribution shall be made according to the percentage of ownership as set out in

paragraph #3.

2.3 The fiscal year of the partnership shall be from January 1 to December 31 of each

year.

3. Capital:

The capital of the partnership shall be contributed in cash by the partners as follows:

A Single capital account shall be maintained for all partners.

No partner shall withdraw any part of their capital account.

Upon the demand of any partner, the capital accounts of the partners shall be maintained

at all times in the proportions in which the partners share in the profits and losses of the

partnership.

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The partnership shall be capitalized through cash, equipment and services as follows:

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