Crathen & Watson LLP Agreement Vlad Gutkovsky

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PARTNERSHIP AGREEMENT
TO FORM CRATHEN & WATSON, LLP

Ralph Crathen and Frieda Watson enter into this Partnership Agreement (Agreement)

on ___________________ 2007, in the city of Chicago, Illinois, and will execute the Agreement

as partners.

RECITALS

Ralph Crathen and Frieda Watson (jointly, Partners) are licensed to practice law in the

state of Illinois. The Partners want to form a Partnership to conduct the general practice of law.

The Partners agree to all provisions of the Agreement.

DEFINITIONS

Additional Compensation means any salaries, commissions, fees (including, but not

limited to, teaching fees, brokerage or finders fees, directors fees, and compensation for non-

legal services), honoraria, gratuities, reimbursements for expenditures, or gifts worth more than

fifty dollars ($50).

Business Account means an account that the Partnership establishes for it to execute

transactions necessary for the operation of its business.

Capital Account means an account that the Partnership establishes for its capital

contributions.

Fiscal Quarter means a calendar quarter starting from the beginning of the calendar

year.

Fiscal Year means a calendar year.

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Gross Income means all fees for legal service rendered by either Partner or employee

of the Partnership and all fees received by either Partner or employee for non-legal services

rendered, such as, but not limited to, fees for serving as a fiduciary or trustee. Gross Income

does not include any brokerage fees received by Frieda Watson or her representatives in her real

estate business.

Managing Partner means a Partner who is currently in charge of day-to-day decisions

necessary to conduct the Partnerships business.

Net Profits means an amount that is left after the deduction of all expenses of the

Partnership from Gross Income.

Partnership means a limited liability partnership that Ralph Crathen and Frieda Watson

have formed under the Agreement.

Partnership Act means Illinois Uniform Partnership Act of 1997, 805 Ill. Comp. Stat.

206/100 (2007).

SECTION ONE
NAME

The Partnership will be known as Crathen & Watson, LLP. If a Partner withdraws from

the Partnership or if the Partnership expels one of the Partners or adds new partners, the name of

the Partnership shall remain the same. The Partnership shall not pay an expelled or withdrawing

Partner any compensation for the continued use of the Partners name.
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SECTION TWO
PURPOSE

The purpose of the Partnership is to engage in the practice of law and to transact all

business that is incidental to this practice. The Partnership shall not engage in any other business

including, but not limited to, real estate sales and brokerage services.

SECTION THREE
FORMATION AND TERM

The governing instrument of the Partnership shall be the Agreement. The Partners shall

register the Partnership as a limited liability partnership pursuant to the Partnership Act and Rule

721 of the Illinois Supreme Court. The existence of the Partnership shall begin on the registration

date and shall continue for an indefinite time, unless terminated pursuant to the Agreement or the

Partnership Act. The Partners will execute and file the application for registration and supporting

documents and pay all fees that may be appropriate to the Partnerships status as a limited

liability partnership. The Partnership shall not engage in the practice of law without a certificate

of registration issued by the Illinois Supreme Court.

SECTION FOUR
PRINCIPAL PLACE OF BUSINESS

The principal place of business of the Partnership shall be 70 West Monroe Street, Suite

700, Chicago, Illinois, 60661.

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SECTION FIVE
MANAGEMENT AND AUTHORITY

(a) Partners shall decide all executive affairs relating to the Partnership together. Executive

decisions include, but are not limited to:

(1) Voluntary dissolution of the Partnership;

(2) Purchase of assets or sale of any assets of the Partnership;

(3) Admission of any individual or business as a new partner;

(4) Merger with another partnership or business;

(5) Elimination or reduction of a Partners obligation to contribute capital;

(6) Initiation of a litigation on behalf of the Partnership;

(7) Entering into or modifying the lease of the Partnerships office facilities;

(8) Establishing new offices of the Partnership.

(b) Each Partner shall serve as the Partnerships Managing Partner every second month.

Upon formation, the Partnerships first Managing Partner shall be Ralph Crathen.

(c) The Managing Partner shall have final determination regarding the management of day-

to-day decisions necessary to conduct the Partnerships business, but only in the case of a

disagreement between the Partners about these decisions and only after the Partners have

tried to resolve the disagreement by consulting with one another.

(d) No Partner shall hold himself or herself out as an agent of the Partnership in any business

or activity other than the business relating to the Partnership.

(e) No Partner shall hold himself or herself out as an agent of any other Partner.
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SECTION SIX
CAPITAL CONTRIBUTIONS

(a) Each Partner shall contribute to the Partnerships capital as follows:

Name of Partner Amount

Ralph Crathen the sum of $35,000, consisting of cash

Frieda Watson the sum of $35,000, consisting of cash.

(b) No Partner shall be entitled to interest on his or her contributions of capital to the

Partnership.

(c) The Partnership will apply for a line of credit in the amount of fifty thousand dollars

($50,000) with Harris Bank. Both Partners will co-sign for this loan.

SECTION SEVEN
MISCELLANEOUS CONTRIBUTIONS

(a) Partner Watson shall lend the Partnership office equipment worth ten thousand and five

hundred dollars ($10,500) free of charge for three (3) years, beginning on the registration

date of the Partnership. The Partnership shall have the option to purchase this equipment

within three (3) years of the registration date of the Partnership.

(b) Partner Watson shall provide the Partnership with a record evidencing that the value of

this office equipment around the time of the registration is ten thousand and five hundred

dollars ($10,500). Partner Watson shall provide this record as close in time as possible to

the registration date of the Partnership.

(c) If the Partnership decides to purchase this office equipment within three (3) years of the

registration date of the Partnership, the Partnership shall hire a professional appraiser to

determine the current value of the equipment. The Partnership is not required to purchase
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this office equipment for its value at the registration date of the Partnership, unless the

appraiser concludes that the current value of the equipment equals its value at the

registration date of the Partnership.

SECTION EIGHT
PROFITS AND LOSSES

(a) The Partnership shall distribute its Net Profits to the Partners as follows:

Name of Partner Percentage

Ralph Crathen 35%

Frieda Watson 35%

The Partnership shall divide the remaining thirty percent (30%) of the Net Profits, as

follows:

(1) Business Origination. The Partnership shall distribute one half of this remaining

thirty percent (30%) of the Net Profits to the Partners in direct proportion to the

percentage of the Partnerships total client files that originates from each Partner.

(2) Work Production. The Partnership shall distribute the other half of the remaining

thirty percent (30%) of the Net Profits to the Partners in direct proportion to the

percentage of the Partnerships Gross Income generated by each Partners legal

services, but not the services of other attorneys or non-attorney staff.

(b) The Partnership shall calculate this distribution of the Net Profits at the registration of the

Partnership and reassess it every three (3) months.

(c) The Partners shall bear the losses in the same proportion as they share in the Net Profits.

If a Partners share of the capital is insufficient to cover his or her share of loss, that
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Partner shall execute a negotiable promissory note in favor of the Partnership for the

amount not covered by his or her capital, payable within thirty (30) days.

SECTION NINE
WITHDRAWAL OF CAPITAL

No Partner may withdraw capital from the Partnerships capital account without the

consent of the other Partner.

SECTION TEN
ADDITIONAL CAPITAL

(a) If, at any time, the Partners unanimously decide that Partnerships capital is likely to

become insufficient for the conduct of the Partnerships business, either Partner may call

for additional contributions to the Partnerships capital. These contributions shall be

payable no later than the date specified in the notice calling for capital.

(b) No Partner may unilaterally contribute capital to the Partnership without the consent of

the other Partner. If the Partners agree to a voluntary contribution by either Partner or by

both Partners, the voluntary contribution of capital shall neither increase the distribution

of profits nor change the Partners roles in the management of the Partnership.

(c) No Partner shall lend or advance money to the Partnership without the approval of the

other Partner. If a Partner lends money to the Partnership upon consent of the other

Partner, the loan shall be a debt of the Partnership and shall bear interest at a rate that

both Partners shall agree upon. The Partnership shall not regard the liability as an

increase in the lending Partners capital contribution. This liability shall not entitle the

lending Partner to an increased share of the Partnerships profits.

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SECTION ELEVEN
PARTNERSHIP ACCOUNTS

Business Account

(a) The Partnership shall establish and maintain a Business Account for the Partnership.

(b) The Partnership shall not use the Business Account for any other transactions including,

but not limited to, real estate sales or brokerage services.

(c) The Partnership shall credit all Gross Income to the Business Account.

(d) The Partnership shall deduct from the Business Account the Net Profits allocated to the

Partners pursuant to Section Eight of the Agreement.

(e) The Partnership shall deposit into the Business Account the losses allocated among the

Partners pursuant to Section Eight of the Agreement.

Capital Account

(a) The Partnership shall establish and maintain a Capital Account for the Partnership.

(b) The Partnership shall credit the Partners capital contributions to the Capital Account.

(c) As necessary, the Partnership shall credit the Business Account with funds from the

Capital Account. This transaction shall not occur more often than once in three (3)

months.

(d) If the Partners allow either Partner or both Partners to contribute additional capital

pursuant to Section Ten of the Agreement, the Partnership shall credit the Partners

additional contributions of capital to the Capital Account.

(e) The Partnership shall deduct from the Capital Account the amounts that the Partners

withdraw pursuant to Section Nine of the Agreement.

(f) The Partnership shall not use the Capital Account for any other transactions including,

but not limited to, real estate sales or brokerage services.

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SECTION TWELVE
ACCOUNTING

(a) Each Partner shall furnish the Partnership with an accurate account of all transactions

made on behalf of the Partnership. The Partnership shall maintain accurate accounts of all

its transactions. The Partners shall keep the Partnerships accounting records at the

Partnerships principal place of business. No Partner shall keep the Partnerships

accounting records at his or her personal residence or in a personal safe deposit box.

(b) The Partnership shall provide access to its accounting records for inspection and copying

to each Partner during ordinary business hours.

(c) The Partnership shall provide access to each former Partner to accounting records

pertaining to the period during which he or she was a Partner, for inspection and copying

during ordinary business hours.

(d) As soon as reasonably possible after the close of each Fiscal Quarter, the Partnership

shall furnish to each Partner a quarterly report that shall consist of a copy of the

Partnerships profit-and-loss statement and a balance sheet.

(e) As soon as reasonably possible after the close of each Fiscal Year, the Partnership shall

furnish to each Partner an annual report that shall consist of a copy of the Partnerships

profit-and-loss statement and a balance sheet.

(f) Pursuant to Federal laws and regulations, the Partnership is not subject to federal income

tax. Each Partner shall include his or her share of the Partnerships Gross Income, Net

Profits, losses, and business deductions on his or her personal income tax return.
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SECTION THIRTEEN
PARTNERSHIP EXPENSES

(a) The Partnership shall pay all operating expenses relating to the Partnerships business.

All operational expenses may include, but are not limited to, professional dues;

reasonable professional entertainment; professional conferences; professional

subscriptions; advertising fees; IT services; accounting services; other professional

services, as they become necessary; employee wages; rental fees; utilities; internet

services; office equipment; postage; office supplies; and other reasonable business

expenses. The Partnership shall not pay for any expenses that are unrelated to the

Partnerships business including, but not limited to, Partner Watsons real estate business.

(b) The Partnership shall reimburse the Partners for any reasonable expenses incurred on

behalf of the Partnership that are necessary for the operation of the Partnership. The

Partnership shall not reimburse the Partners for any other expenses including, but not

limited to, real estate sales and brokerage services.

SECTION FOURTEEN
OFFICE EMPLOYMENT

(a) The Partners shall consult with one another about employment of office staff and other

personnel and shall try to reach a consensus regarding employee hiring, salary, benefits,

and termination. Pursuant to Section Five of the Agreement, the Partnerships Managing

Partner shall conclusively resolve any disagreements among the Partners regarding

employee affairs.

(b) The Partners shall annually review the performance of all employees of the Partnership.

The performance review shall consider the following factors: quality of work, job
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knowledge, quantity of work, interpersonal skills, and client service, dependability and

accountability, attendance, punctuality.

(c) The Partners shall treat all employees and review annual performances without regard to

any factors that do not directly relate to the success of the Partnership, specifically:

(1) While a Partner may recommend a person for employment, no Partner may

participate in the Partnerships decision to retain, promote or determine the salary

of a member of that Partners immediate family;

(2) No Partner may give preferential or favored treatment to any employee.

(d) All full-time and part-time associates shall be required to meet a minimum quota of

billable hours per calendar year. The Partnership shall terminate any employee who fails

to meet his or her quota by more than ten percent (10%). The minimum amount of

billable hours shall be:

(1) Full-time Associates. Full-time associates must meet a quota of one thousand and

nine hundred (1,900) billable hours per year;

(2) Part-time Associates. Part-time associates must meet a quota of one thousand and

three hundred (1,300) billable hours per year.

SECTION FIFTEEN
PARTNER WATSONS REAL ESTATE BUSINESS

(a) Partner Watson shall conduct her real estate business separately from the Partnerships

business.

(b) The Partnership shall not bear liability for either Partner Watsons real estate business or

for any transactions related to this business.

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(c) Partner Crathen agrees to allow Partner Watson to conduct her real estate business from

the Partnerships premises so long as she complies with all relevant portions of the

Agreement.

(d) Partner Watson shall not use the Partnerships Business or Capital Accounts for any

transactions relating to her real estate business.

(e) Partner Watson shall neither represent her real estate business clients on behalf of the

Partnership nor hold herself as agent of the Partnership in her real estate business.

(f) Partner Watson shall not provide real estate brokerage services for any client of the

Partnership while the Partnership is handling that clients legal matter.

(g) Partner Watson shall not spend more than one third of her business time engaging in her

real estate business. Partner Watson shall not conduct her real estate business to the

detriment of the Partnerships business.

(h) In accordance with Illinois Rule of Professional Conduct 1.6, Partner Watson shall

maintain the confidentiality of client information acquired while engaging in her real

estate business.

(i) Partner Watsons real estate business may not be used as a vehicle for improper

solicitation of legal work in violation of Illinois Rules of Professional Conduct 7.2(c) and

7.3(a).

(j) In general, Partner Watson shall not use the Partnerships employees to conduct her real

estate business except as provided in this paragraph. Partner Watson may occasionally

use the Partnerships secretary to assist her with brief administrative tasks relating to her

real estate business.

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(k) Partner Watson shall compensate the Partnership monthly for use of the office resources

in the operation of her real estate business in the amount of five percent (5%) of the

Partnerships expenses for the Partnerships resources. For the previous sentence, the

Partnerships resources are limited to internet service, office supplies other than custom

stationery, postage, and printing.

SECTION SIXTEEN
PARTNERSHIP PROPERTY

(a) The Partnership shall own all its personal property as an entity. No Partner shall have any

ownership interest in the Partnership personal property in his or her own individual name

except as other of the Agreement may provide.

(b) The Partnership does not have any real estate ownership interest as it does not own any

real estate property. The Partnership will lease a loft condominium for two years with an

option to renew from Ralph Crathen and his cousin, Philip Crathen, who co-own the

condominium. Ralph Crathen co-owns the condominium in his individual capacity, and

not as a Partner. The condominium is located at 70 W. Monroe Street, Suite 700,

Chicago, IL 60661. The Partnership shall pay Mr. Crathen and his co-owner a rental fee

in the amount of one thousand five hundred dollars ($1,500) per month. The parties will

enter into a two-year written lease that will be attached to the Agreement.
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SECTION SEVENTEEN
TERMINATION OF PARTNERS INTEREST

Payments of the Terminated Partner

(a) A Partners interest in the Partnership terminates upon the occurrence of any of the

following:

(1) Withdrawal or retirement of the Partner upon sixty (60) days written notice to the

other Partner;

(2) Disability of the Partner. One Partner may determine that the other is disabled

only after a period of the other Partners substantial inability to perform his or her

duties under the Agreement due to a physical or mental illness exceeding ninety

(90) consecutive days or a total of one hundred-eighty (180) days within a period

of two (2) consecutive calendar years;

(3) Suspension or disbarment from the practice of law by the disciplinary authority in

any jurisdiction where the Partner is licensed will automatically terminate the

Partners interest without any additional formal action;

(4) Death of the Partner.

(b) Upon termination of a Partners interest in the Partnership, the Partnership will pay the

Partner, or the Partners estate, the following sums:

(1) Payment for Capital. The amount of the terminated Partners capital account as of

the date of termination, payable without interest, within six (6) months after the

date of termination;

(2) Payment for Receivables, Work in Progress, and Net Profits. An amount equal to

the Partners share of the Net Profits of the Partnership determined under Section

Eight of the Agreement, calculated to the date of termination, after deducting the
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cost of collecting receivables. A terminated Partner does not share in the income

for work in progress;

(3) Liabilities. If a Partner is liable to the Partnership for any amount, at the time of

termination, the Partnership will subtract this amount from the capital repayment;

(4) Losses. If the Partnership is operating at a loss at the time of termination, then the

Partnership will subtract the terminated Partners share of the loss from the capital

repayment.

Death of a Partner

(a) Upon the death of a Partner, the Partnership shall terminate the interest of the deceased

Partner as of the end of the month following the date of death.

(b) The Partnership shall acquire the deceased Partners interest by paying his or her estate or

personal representative all the proceeds of any life insurance maintained by the

Partnership on the life of that Partner, but in no event less than the amount equal to the

credit balance, if any, of the Partners account.

Clients and Files

(a) Upon termination of a Partners interest, the Partnership will retain all files pertaining to

any matter of any clients or former clients until it receives written instruction from the

client about the files.

(b) Each Partner agrees that all clients are clients of the Partnership as a whole and that the

Partner deals with any client solely as an agent of the Partnership. Each Partner also

agrees that he or she will not use any confidential information about the Partnership

current or former clients to solicit the business of the client on his or her behalf or on the

behalf of any entity other than the Partnership.

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SECTION EIGHTEEN
RESTRICTIONS ON TRANSFER OF PARTNERS INTEREST

A Partner may not transfer any of his or her interests in the Partnership without the

consent of the other Partner and except as provided in the Partnership Act.

SECTION NINETEEN
DISSOLUTION AND WINDING UP

Events that Cause Dissolution

The events that cause dissolution include:

(a) Written consent of the Partners;

(b) Sale, transfer, or assignment of all the assets of the Partnership;

(c) Disability of a Partner, as defined in Section Seventeen of the Agreement.

(d) Death of either Partner;

(e) Express will of either Partner;

(f) Adjudication of either Partner or the Partnership as insolvent in either bankruptcy or

equity proceedings;

(g) Judgment of a court that declares a Partner incapable of performing his or her duties

under the Agreement;

(h) Judgment of a court that declares a Partner guilty of conduct that affects the carrying on

of the Partnerships business;

(i) A Partners willful or persistent violations of the Agreement;

(j) Other events causing dissolution under the Partnership Act.

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Effect of Dissolution

Dissolution does not terminate the Partnership. The Partnership continues until the

Partners complete winding up its affairs and distributing its assets.

Settlement of Accounts between Partners Upon Dissolution

The Partners shall settle their accounts by first paying off all outstanding debts of the

Partnership with the Partnerships assets. The assets of the Partnership include the property of

the Partnership and capital contributions of the Partners. The Partners shall distribute any

remaining balance to repay the Partners respective capital contributions. After this distribution,

the Partners shall further distribute the remaining balance in proportion to each Partners share of

the Net Profits. The Partners shall determine each Partners share of the Net Profits under

Section Eight of the Agreement.

Winding Up Partnership Affairs

The Partner or Partners who have not wrongfully dissolved the Partnership or the legal

representative of the last surviving Partner, not bankrupt, has the right to wind up the Partnership

affairs.

Termination

After the completion of the winding up of the affairs of the Partnership and the

distribution of all of its assets, the Partnership shall terminate. The Partner or Partners who have

not wrongfully dissolved the Partnership or the legal representative of the last surviving Partner

shall file additional statements of dissolution to effectuate the dissolution and termination of the

Partnership under the Partnership Act.

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SECTION TWENTY
NEW PARTNERS

(a) Pursuant to Section Five of the Agreement, all Partners must consent in order for the

Partnership to admit a new partner.

(b) The Partners shall determine the capital contributions of the new partner and the

percentage of his or her interest in the Partnership, and shall amend Section Six and

Section Eight of the Agreement accordingly.

(c) The Partners shall amend all other relevant provisions of the Agreement to give effect to

the new partner.

(d) A new partner must consent to be bound by and sign the amended Agreement upon

admission as a partner.

SECTION TWENTY-ONE
VACATIONS AND EDUCATION

(a) Each Partner is entitled to two (2) weeks of vacation in each calendar year. The

Partnership will allow each Partner an additional two (2) weeks of time off from his or

her Partnership duties to permit attendance at legal meeting and continuing education

courses.

(b) Effect on Managing Partner status:

(1) While the Partner who is currently not a Managing Partner is using vacation or off

time, the Managing Partner alternation shall continue to run without change;

(2) While a Managing Partner is using vacation or off time, the other Partner shall

automatically become the temporary Managing Partner until the absent Partner

returns. When the absent Partner returns, the Managing Partner alternation will
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resume as though the Partner had taken no vacation or off time. The Partnership

shall not compensate the Partner for any time that he or she missed serving as

Managing Partner.

SECTION TWENTY-TWO
RIGHTS AND DUTIES OF PARTNERS

(a) Each Partner shall devote his or her best efforts to the work of the Partnership and

pledges that the Partnership shall be his or her principal employment.

(b) Each Partner shall charge reasonably for all professional services he or she renders by

following the general policies of the Partnership about fees charged. Each Partner may

serve professionally without charge any member of his or her own family, any relative, or

any client entitled to legal aid under the rules of professional ethics. With the prior

consent of the other Partner, any Partner may serve the organized bar or a civic,

educational, religious, or a charitable project, without charge or at less than regular

charge.

(c) The Partners shall not personally accept Additional Compensation from any client or

prospective client of the Partnership, either directly or indirectly for his or her individual

benefit, unless with the prior express consent of the other Partner or, if advance consent is

impossible under the circumstances, immediately following receipt of any Additional

Compensation. The Partnership shall treat the fair value of any Additional Compensation

received with consent as compensation to the Partnership and shall charge the amount of

the fair value against the Partner who retains the Additional Compensation as an advance

on the next installment of his or her share of the Partnerships Net Profits. The Partners

may agree to any exception to any provision of this paragraph.

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(d) Any Partner may be engaged in one (1) or more businesses, other than the business of the

Partnership, but only to the extent that this activity does not compete with or materially

interfere with the business of the Partnership and does not conflict with the obligations of

that Partner under the Agreement. The Partners agree that, as of the date of signing this

Agreement, none of the business enterprises currently engaged in by either Partner

constitutes a violation of this clause.

SECTION TWENTY-THREE
ARBITRATION

Pursuant to Illinois Supreme Court Rule 86 and Circuit Court of Cook County Rule 18.3,

any controversy relating to the Agreement, except controversies concerning the compensation of

Partners (which are to be determined solely under the Agreement), shall be settled under the

rules of the American Arbitration Association. The Board of Arbitrators shall consist of not more

than three (3) persons selected by the parties in controversy. The arbitrators shall conduct the

hearing in Chicago, Illinois. The Partners shall not raise forum non conveniens as an objection to
Comment: I want to leave this in so
that its consistent with the next section
the location of the arbitration. The arbitrator shall conduct the arbitration in accordance with (or she can ask whether they can object to
FNC for arbitration since we didnt
specify)
Illinois Supreme Court Rule 90 and shall base his or her decision on the Partnership Act, Illinois
Comment: I am not sure if forum non
convenienc is applicable to arbitration
Supreme Court Rules 721 and 722, and, if necessary, other applicable laws of the state of Illinois Just because I dont know I am hesitant to
leave it in. If you still want to leave
this, it cant talk about litigation (as this
concerning limited liability partnerships. The decision of the arbitrator is binding upon all section is on arbitration).

parties.

SECTION TWENTY-FOUR
GOVERNING LAW

If any Partner initiates a court action against the Partnership or the other Partner, the court

shall review the parties claims under the laws of the state of Illinois. The Partners shall: (1)
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submit to the jurisdiction of the state and federal courts located in Cook County, Illinois; (2)

waive any and all objections to jurisdiction and venue; and (3) not raise forum non conveniens as

an objection to the location of any litigation.

SECTION TWENTY-FIVE
NOTICES

The Partners shall give all notices provided in the Agreement in writing. These notices

are sufficient if sent by registered or certified mail to the last known address of the Partner who

will receive the notice.

SECTION TWENTY-SIX
ACTS TO MAKE AGREEMENT EFFECTIVE

The Partners agree that they will execute any further instruments and that they will

perform any acts which may become necessary to open and to carry on the Partnership.

SECTION TWENTY-SEVEN
EFFECT OF THIS AGREEMENT

This Agreement is for the benefit of the Partners and shall bind the Partners, their

respective representatives, executives, administrators, or successors.

SECTION TWENTY-EIGHT
NO GOODWILL

The omission of any provision in the Agreement for the valuation of Partnership goodwill

is deliberate. There is no goodwill about the business of the Partnership, and no Partner shall
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have the right to receive payment for his or her interest in the alleged goodwill of the

Partnership.

SECTION TWENTY-NINE
SEVERABILITY

If a court of competent jurisdiction shall find any provision of the Agreement to be

illegal, or in conflict with any law of the State of Illinois, or otherwise unenforceable, this will

not affect the validity and enforceability of the remaining provisions; the court shall construe the

rights and obligations of the parties as if the Agreement did not contain the particular provision

that the court found to be illegal, invalid, or otherwise unenforceable.

SECTION THIRTY
INDEMNIFICATION

Effective as of the date that the Partnership receives written notice from a client of the

selection of the withdrawing Partner or the expelled Partner as its counsel, the withdrawing

Partner or the expelled Partner, respectively, shall be responsible for the services to the client.

The withdrawing Partner or the expelled Partner shall indemnify the Partnership and hold it

harmless against any claims asserted against it because of any event or act relating to the matters

which occurred after the date of the selection.

SECTION THIRTY-ONE
MALPRACTICE INSURANCE

The Partners shall secure malpractice insurance for the Partnership pursuant to Rule 722

of the Illinois Supreme Court. The Partnership shall extend the insurance to all business actions

of all Partners and employees of the Partnership to protect the Partnership against individual
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actors wrongful conduct. The insurance shall be in the minimum amount specified in Rule 722

of the Illinois Supreme Court. The Partners shall provide an affidavit that the Partnership

maintains this minimum insurance with an application for registration and any renewal of

registration application. Partners shall be jointly and severally liable for any claims arising out of

a wrongful conduct.

SECTION THIRTY-TWO
ETHICAL PRACTICE

The Partners agree that they are committed to the ethical practice of law and that they

will observe the Illinois Rules of Professional Conduct. The Partnership shall immediately

remove any Partner who is suspended or disbarred from the practice of law and shall pay the

Partner an amount representing his interest in the Partnership as if he had voluntarily withdrawn

from the Partnership, as provided in Section Seventeen of the Agreement.

SECTION THIRTY-THREE
ATTORNEYS FEES

If a Partner brings any action at law or in equity to enforce or interpret the provisions the

Agreement, including an action for declaratory relief, the losing party shall pay the prevailing

party a reasonable attorneys fee, which may be set by the court in the same action or any

separate action brought for that purpose, besides other relief that the losing party may owe to the

prevailing party.

SECTION THIRTY-FOUR
AMENDMENTS

The Partners may amend this Agreement at any time by signing a written agreement.
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________________________________
Frieda Watson

Dated: __________________________

________________________________
Ralph Crathen

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