and profits thereof; and the said accounts so settled shall not be opened or unravelled unless there shall be some considerable error or errors therein, and then only for such error or errors, and so the same be discovered in the life time of the said parties, and not otherwise: AND upon making up, stating and adjusting of every such yearly account of and concerning the said copartnership business as aforessid, whereby each party's share shall be ascertained, there shall be a division made of the gains and profits in such manner as shall be then mutually agreed: AND also, at the expiration or other sooner determination of the said copartnership, if they the said parties shall be living, they shall join in making up, stating, settling and adjusting a true and fair account in writing of all monies and effects belonging to the said copartnership, and of all debts due and owing from and to the said parties in respect of their said business; and after payment and satisfaction shall be made of all debts as shall be owing by the said copartnership, or to either of them the said parties for money by either of the said parties advanced and lent to the said copartnership stock, and also all such other debts as shall be due and owing to and from the said parties in respect of the said business; and after such satisfaction and payment made each of the said parties, and their respective executors or administrators, shall and may accordingly have, receive, take, and be truly answered and paid his, or their respective shares and proportions as aforesaid of the money, debts, and effects belonging to the said copartnership, to and for his and their own use, benefit and advantage, according to the true intent and meaning hereof, without any claim or benefit to be had, made or taken by survivorship by either of the said partjes surviving the other, any thing herein contained to the contrary thereof in any wise notwithstanding. AND ALSO, that in case any dispute or difference shall happen to arise between the said parties to these presents, their respective executors or administrators, touching or concerning the said copartnership business, or any of the accounts, transactions or dealings relating thereto, or the construction of these presents, or of any covenant, clause, matter or thing herein contained, the same shall be finally* determined, settled and adjusted by the award, determination or arbitrament of two indifferent persons, one to be. chosen by each party, their executors or administrators, so as such award, determination or arbitrament be made, given or delivered, in writing under the hands and seals of such arbitrators to the said parties, their respective executors or administrators, or such of them as shall demand the same, within days next after the choice and nomination of the said arbitrators; and in case the said.

arbitrators shall not make and deliver their said award, determination or arbitrament within the time so limited for doing thereof, then the said parties, their executors or administrators, shall stand to, abide by, perform, fulfil and keep such award, umpirage, and final end and determination of such umpire as shall be nominated and chosen by the said arbitrators, só as such umpire shall make and deliver his award, determination and arbitrament, in writing under his hand and seal, to the said parties, their executors and administrators, within days next ensuing

the choice of such umpire, touching all such matters in difference between the said parties, their executors or administrators, or any of them. AND LASTLY, for the true performance of all and every the clauses, covenants, articles and agreements herein contained, each of the said parties bindeth himself severally, and his respective heirs, executors and administrators, unto the other of them, and his executors and administrators, in the penalty or sum of IN WITNESS, &c.

Another for carrying on a joint trade.

ARTICLES OF AGREEMENT INDENTED &c. between A. B. of &c. of the one part, and C. D. of &c. of the other part, WITNESSETH, That the said, A. B. and C. D. have joined and by these presents do join themselves to be copartners together in the art or trade of —, and all things thereunto belonging. AND ALSO in buying, selling and vending of all sorts of goods, wares, merchandises and commodities belonging to the said trade of -, which said copartner

ship is to continue from the day of the date hereof for and during and unto the full end and term of

from

thence next ensuing, and fully to be complete and ended. AND to that end and purpose he the said A. B. hath on the day of the date of these presents delivered in as stock the sum of £and the said C. D. the sum of £to be used, laid out and employed in com mon between them for the management of the said trade. of to their utmost benefit and advantage. AND it is agreed between the said parties to these presents, and the said copartners each for himself respectively, and for his own particular part, and for his executors and administrators, DOTH severally, and not jointly, covenant, promise, and agree, to and with the other partner, his executors and administrators, by these presents, in manner and form following, that is to say, THAT they the said copartners shall not nor will at any time hereafter use, exercise or follow the trade of aforesaid, or any other trade whatsoever, during the said term, to their private benefit

or advantage, but shall and will from time to time, and at all times during the said term, if they shall so long live, do their and each of their best endeavours, in and by all means possible, to the utmost of their skill, power and cunning, for their joint interest, profit, benefit and advantage, and truly employ, buy, sell and merchandise with the stock aforesaid, and the increase thereof, in the trade of aforesaid, without any sinister. intentions or fraudulent endeavours whatsoever. AND ALSO, That they the said copartners shall and will from time to time and at all times hereafter during the said term, pay, bear and discharge equally between them the rent of the warehouses which they the said copartners shall rent or hire for the joint exercise or managing the trade aforesaid, and all other charges and expenses whatsoever attending the said joiut trade and copartnership. AND that all such gain, profit and increase as shall come, grow or arise for or by reason of the said joint (trade and copartnership as aforesaid, shall be from time to time during the said term, equally and proportionably divided between them the said copartners, share and share alike. AND ALSO, That all such loss as shall happen to the said joint trade, by bad debts, ill commodities, or otherwise, without fraud or collusion, shall be paid and borne equally and proportionably between them. AND FURTHER IT IS AGREEĎ by and between the said copartners, parties to these presents, that there shall be had and kept from time to time, and at all times during the said term and copartnership, perfect, just and true books of account, wherein each of the said copartners shall duly enter, and set down, as well all such sum and sums of money by them received, paid, expended and laid out in and about the management of the said trade, as also all goods, wares, merchandises and commodities by them or either of them. bought and sold, by reason or means or upon account of the said copartnership, and all other matters and things whatsoever relating to the said joint trade, and the management thereof, in any wise belonging or appertaining; which said books. shall be used in common between the said copartners, so that either of them may have free access thereto without any interruption of the other. AND ALSO, That they the said copartners, once in three months, or oftener if need shall require, upon the reasonable request of one of them, shall make, yield and render each to the other, or to the executors of each other, a true, just and perfect account of all profits and increase by them or either of them made, and of all losses by them or either of them sustained. AND ALSO of all payments, receipts, disbursements and all other things whatsoever by them made, received, disbursed, acted, done or suffered in their said copartner.

'ship and joint trade as aforesaid, and the same account so made, shall and will clear, adjust, pay and deliver each unto the other at the time of making such account, their equal share of the profits so made as aforesaid. AND at the end of the term of - years, or other sooner determination of these presents, (be it by the death of one of the said copartners or otherwise,) they the said copartners each to the other, or, in case of the death of either of them, the surviving party to the executors or administrators of the party deceased, shall and will make a true, just and final account of all things as aforesaid, and divide the 'profits aforesaid, and in all things well and truly adjust the same, and that they also upon the making of such final account, all and every the stock and stocks, as well the gains and increase thereof which shall appear to be remaining, whether consisting of money, goods, wares, merchandises, commodities or debts, shall be equally divided between the said copartners, their executors or adminis trators, share and share alike. IN WITNESS, &c.

An agreement to continue a copartnership.

THIS AGREEMENT made &c. between I. M. of &c. of the one part, and S. W. of &c. of the other part. WHEREAS the said I. M. and S. W. have for several years last past been equally concerned together as part'ners or joint traders in the trade or business of

and in all profit and loss thereby. AND WHEREAS before the sealing hereof, they have made up between them a full account and reckoning of and concerning the said trade, and goods and debts belonging and owing to and by them upon account thereof, containing all charges and profits and loss thereby, whereof each of them hath to the date hereof paid and received one equal moiety or half part. AND upon making up the said account there appears to be remaining a stock, at the sealing hereof, in goods, wares, merchandises and debts owing on account of the said trade, the full sum or value of which belongs to them jointly, and wherein they are equally concerned; out of which said stock are due and payable on account of the said joint trade, several debts, amounting to £AND WHEREAS the said parties intend to continue the said trade or business of in the dwelling house of the said I. M. in.

for

years, with the said joint stock of &c. and to be concerned therein equally as to profit and loss. NOW THESE PRESENTS WITNESS, That in consideration of the trust and confidence which the said parties have had and repose in each other, it is hereby declared,

covenanted and agreed, by and between the said parties, for themselves, their executors, administrators and assigns, that the said parties are, shall and will become and continue partners and joint traders in the said trade or business of , upon a joint and equal account between them, for profit and loss, for the said time or term of years to commence from the date hereof, if both the said parties shall so long live. AND IT IS AGREED, that all charges and losses, and all profit arising by and on account of the said joint trade or business, shall be equally paid, received and borne by and between the said parties, share and share alike. AND it is further covenanted, &c. that the parties shall be true to each other, and have not, shall not, nor will do or suffer any act, matter or thing whatsoever, whereby or by means whereof any goods, monies or things belonging to the said joint trade or business shall or may be extended, seized or taken in execution, but that each of them shall and will defend the said joint stock and trade from their own private and separate debts, and all damages by reason thereof. And at the end of the said term, &c. the said parties, their executors and administrators, shall and will make up a full and just account and reckoning between them, of and concerning the said joint trade and stock, and all goods, wares, merchandises, monies, debts and things belonging and owing to and on account thereof, and all profit and loss thereby; AND that, upon making up the said account, all monies and debts owing on account of the said trade or business, shall be had, received, enjoyed and be divided by and between the said parties equally, share and share alike, and without any benefit of survivorship to be had or taken by or between the said parties in respect of their said joint trade and business, in case of the decease of either of them before the expiration of the said term, any thing herein, or any law, custom or usage to the contrary notwithstanding. IN WITNESS, &c.

Memorandum between two persons who agree to enter into copartnership.

the

day of

MEMORANDUM OF AN AGREEMENT made in the year of our Lord between A. B. of &c. of the one part, and C. D. of &c. of the other part, as follows, viz. The said A. B. in consideration of the sum of £- of lawful &c. to him in hand paid by the said C. D. the receipt and payment whereof the said A. B. doth hereby acknowledge, doth hereby assign unto him the said C. D. one half of all the goods, merchandises, chattels, stock and utensils in trade, belonging to the said A. B. and situate in the ware house and