One sheet for Partnership 1.

Good faith- general partner has the duty to act in good faith with the care an oridinary prudent person in like postion would exercise and in the best interst of the partnership. 2. Duty of care- in the conduct and winding up of a business. Limited to refraining frim engaging in grossly negligent, or reckless conduct, or intentionally or knowing violation of the law. 3. Duty of Loyalty- must refrain fromm dealing with the partnershp in the conduct or winding up as or on behalf od the party having an interest adverse to the partnership. Must not compete with the partnership before dissolution 4. Duty to disclose- partners have a right to demand and others partners have a duty to render on deman true and full information concerning all things affecting the parnership. 5. Duty to keep books and right of inspection- books and records must be kept and every partner shall have access to and may inspect or copy during ordinary business hours. The partner who keeps the books is bound to keep them complete and accurate. 6. Property purchased- if used with partnership funds it is the property of the partnership not the parties, even if the property is held in one partners name. If it is purchased without partnership funds, then its separate proerpty of the partners even if used for the partnership. 7. Dissociation is the withdrawal of a partner from the partnershipjudicial determination by application from a partner or partnership: a. The partner engage in wrongful conduct that adversely and materially affected the partnership business; b. Partner willfully engage or persisitently commotted a material breach of the partnership agreement or of a duty owed to the partnership or other partners or c. The partner engaged in conduct relating to partnership business that makes it impracticable to reasonably carry on the business in partnership with the partner 8. Power to Dissociate- at any time, rightfully or wrongfullu by expressly stating the intention to do so. The partner is liable to the partnership and the partners for damamges caused by dissociation. 9. Termination of disspciating partners ability to bind- the dissociating partner or the partnership may file with the department of state: the name of the partnership and the partner who is dissociating. A person who is not a partner is deemed to have notice of the dissociation 90 days after a state of dissociation has been filed. 10. Dissolution- is the commencement of the winding up process. 11. Madatory dissolution- Must be wound up upon the occurance of: a. Pship at will- pship receives notice from a partner of their express will to withdraw(other than a partner who dissociates by other means)

b. Pship for a definite undertaking or particular undertakingWithin 90days after a partners event of dissociation, it is the express will of at least half the remaining members to wind up; OR Expiration of the term of the undertaking c. Event named in the pship agmt. d. An illegal event- makes is unlawful for all or substaintially all of the pship to be continued except: when there is a cure of illegality within 90 days after notice of the event to the pship retroactively back to the date of the event. 12. Permissive dissolution- can be dissolved at any time by unanimous consent, regardless of any duration specified in the pship agmt. OR by: a. Judicial determination that: i. The economic purpose of the partnership is likely to be unreasonably frustrated; ii. Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on business in a partnership with that partner OR iii. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agmt. 13. Winding up- is the process of settling partnership affairs 14. Termination- is the point at which all partnership affairs are wound up.