PARTNERSHIP AGREEMENT

THIS AGREEMENT is made this [Date] by and between [WIPO Patent Protection Co.] with offices at [Address of WIPO Patent Protection Co.] (the “WIPO Patent Protection Co.”) and [US Patent Lawyer Co.] with offices at [Address of US Patent Lawyer Co.] (the “US Patent Lawyer Co.”) (collectively the “Parties” or “Partners”).

W I T N E S S E T H:

1. NAME AND BUSINESS
The Parties hereby form a Partnership under the name of [Name of Partnership] (the “Partnership”) to conduct a [Type of Business]. The principal office of the Partnership shall be in [Address of Partnership].

2. TERM
The Partnership shall begin on [Date of Creation] and shall continue until terminated as herein provided.

3. CAPITAL
The capital of the Partnership shall be contributed in cash by the Partners as follows: [Identify Capital Contributions]. A separate capital account shall be maintained for each Partner. Neither Partner shall withdraw any part of his capital account. Upon the demand of either 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.

4. PROFIT AND LOSS
The net profits of the Partnership shall be divided [Identify Split] between the Partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each Partner. Partnership profits and losses shall be charged or credited to the separate income account of each Partner. If a Partner has no credit balance in his income account, losses shall be charged to his capital account.

5. SALARIES AND DRAWS
Neither Partner shall receive any salary for services rendered to the Partnership. Each Partner may, from time to time, withdraw the credit balance in his income account.

6. INTEREST
No interest shall be paid on the initial contributions to the capital of the Partnership or on any subsequent contributions of capital.

7. MANAGEMENT DUTIES AND RESTRICTIONS
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.

8. BANKING
All funds of the Partnership shall be deposited in its name in such checking account or accounts as shall be designated by the Partners. All withdrawals therefrom are to be made upon checks signed by either Partner.

9. BOOKS
The Partnership books shall be maintained at the principal office of the Partnership, and each Partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, commencing [Starting Date of Fiscal Year] and ending [Ending Date of Fiscal Year], and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date.

10. VOLUNTARY TERMINATION
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.

11. DEATH
Upon the death of either Partner, the surviving Partner shall have the right either to purchase the interest of the decedent in the Partnership or to terminate and liquidate the Partnership business. If the surviving Partner elects to purchase the decedent’s interest, he shall serve notice in writing of such election, within three months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir. (a) If the surviving Partner elects to purchase the interest of the decedent in the Partnership, the purchase price shall be equal to the decedent’s capital account as at the date of his death plus the decedent’s income account as at the end of the prior fiscal year, increased by his share of Partnership profits or decreased by his share of Partnership losses for the period from the beginning of the fiscal year in which his death occurred until the end of the calendar month in which his death occurred, and decreased by withdrawals charged to his income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the Partnership books immediately prior to the decedent’s death; but the survivor shall nevertheless be entitled to use the trade name of the Partnership. (b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the Partnership business shall be the same as stated in paragraph 10 with reference to voluntary termination.

12. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

13. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

14. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

15. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

16. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

17. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
Partner      Partner
Date:      Date: