You are to construct a basic partnership agreement using the provisions in the Partnership Scramble document in Lesson 13.

(1) indicate by letter, the order in which you would organize the agreement in other words, what goes first, etc.;

(2) Provide a name (title or heading) for each of the sections/provisions; and

(3) indicate if you think any important provisions are missing or add any sections you believe are desirable

(1) Please put these provisions (sections) in the order you believe makes sense. Indicate this with the letter. (2) Give the section (provision) a descriptive title to indicate what it is about. (3) Indicate if you think the agreement is missing any important provisions/sections and what they might cover. You do not need to draft the section. NOTE: You do not need to fill in the blanks for partnership name. etc. - these are for illustration only.

A. _____________________ [TITLE OF PROVISION] The partners shall have equal rights in the management of the partnership business, and each partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.

B. _____________________ [TITLE OF PROVISION] The partnership shall begin on ________________, 20____, and shall continue until terminated as herein provided.

C. _____________________ [TITLE OF PROVISION] Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

D. _____________________ [TITLE OF PROVISION] The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of the partners.

E. _____________________ [TITLE OF PROVISION] The parties hereby form a partnership under the name of _________________________ to conduct the following: __________________________________________________. The principal office of the business shall be in _______________________.

F. _____________________ [TITLE OF PROVISION] The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them.