Drawings. in respect of the business premises, and the wages and salaries of all clerks servants and other persons employed in the said business, and all expenses incurred in carrying on the said business, and all moneys which shall become payable upon account thereof, and also all losses incurred in the said business shall be paid out of the gross profits of the business; or in case the same shall not be sufficient, then by the partners in the same proportions in which they shall for the time being be entitled to the net profits. 8. The said M. shall be at liberty to draw out of the said partnership for his own purposes the sum of £ on the the day of - the day of day of in every year during the continuance of the partnership: Accounts. 9. Proper books of accounts shall be kept by the Annual and stock taking. 10. On the day of in every year during accounts the continuance of the partnership the partners shall make a full account in writing of the stock in trade credits and effects belonging to the said partnership and of all debts and liabilities thereof, according to the mode of making out such accounts usual in a business of a similar nature. Such account shall be written in two books and signed in each book by both partners, and after such signature each of the partners shall take one of such books and shall be bound by such account, except that if either partner shall find any manifest error therein and shall notify the same to the other partner within three calendar months after the same shall have been signed as aforesaid such error shall be rectified. fits. 11. The partners shall be entitled to the net profits of Net prothe business in the proportions following: that is to say, the said M. to two third parts of such profits, and the said N. to one third part thereof. And immediately after the signing of the aforesaid account such profits shall be distributed accordingly. 12. Each partner shall diligently and faithfully employ Partners to employ himself [during the whole of his time] in the conduct and themselves management of the said business [and shall not either in the directly or indirectly engage in any other business]. business. faithful to 13. Each partner shall be faithful and just to the other To be partner in all matters relating to the partnership, and shall the other. upon every reasonable request render to the other partner a true account of his dealings and transactions in connexion with the partnership. partner other to 14. Neither partner shall without the consent of the Neither other partner take any apprentice, or hire or dismiss, without except for gross misconduct, any clerk or servant in the consent of business of the partnership. Every premium received hire serwith any apprentice shall be considered as part of the vants &c. profits of the partnership and divided accordingly. 15. Neither partner shall without the written consent or engage the partof the other partner employ any of the moneys goods or nership other effects of the partnership, or draw accept or sign property, any bill of exchange or promissory note, or contract any debt on account of the partnership, or engage the credit thereof except in the usual and regular course of business. or pur 16. Neither partner shall without the written con- chase sent of the other partner buy or enter into any contract goods exfor the purchase of any goods exceeding £ in £ ceeding or give credit where value. If either partner shall so purchase goods without such consent, such goods shall at the option of the other partner be taken to have been purchased, either on behalf of the partnership, or by the partner purchasing the same on his own behalf and to be paid for out of his own moneys. 17. Neither partner shall enter into any contract with or give credit or advance any moneys belonging to the forbidden, partnership to any person whom the other partner shall by notice in writing have forbidden him to trust. or com pound debts, or become bail or surety. Each partner 18. Neither partner shall without the written consent of the other partner compound or release any debt or right belonging to the partnership without receiving the full amount or value thereof. 19. Neither partner shall without the written consent of the other partner become bail or surety or security for any person or subscribe any policy of insurance or do or knowingly suffer anything whereby the stock in trade or other effects of the partnership may be seized extended or taken in execution. 20. Each partner shall duly pay and discharge his own to pay his private debts, and shall keep indemnified the other partner own debts. and the stock in trade and effects of the partnership against such debts and against all claims and demands on account thereof. Power to senior expel junior partner. 21. If the said N. shall become bankrupt or shall take partner to any proceedings for the liquidation of his affairs or for compounding with his creditors, or shall do anything contrary to the conditions and provisions herein before contained, then and in any of the said cases it shall be lawful for the said M. to dissolve the partnership by giving notice in writing to the said N. or by leaving such notice for him on the business premises of the partnership for the time being. And the partnership shall from the time of giving or leaving such notice determine, but without prejudice to any remedies of the said M. against the said N. for breach or non-performance of any of the conditions and provisions herein before contained. up on expiration of ship. 22. Within six calendar months after the expiration or Winding sooner determination of the partnership during the joint lives of the partners a full and general account of the partnerstock in trade credits and effects belonging to the partnership and of all debts and liabilities thereof shall be taken in writing. The said M. shall have the option of taking on himself the whole of the said business and of purchasing the share of the said N. in the said stock in trade credits and effects at a sum to be agreed upon by the partners, or otherwise to be ascertained by the valuation of two indifferent persons, one to be appointed by the said M. and the other by the said N. or of an umpire to be appointed by the valuers before they proceed to the valuation: and if the said N. shall refuse or neglect to appoint a valuer or to give notice to the said M. of his appointment within fourteen days after being required by the said M. in writing so to do, or if the valuer appointed by the said N. shall neglect to act, then the valuer appointed by the said M. shall make his valuation alone, and his decision shall be final and binding on both partners. The said M. shall be at liberty to pay the amount of such valuation in three equal instalments at the expiration of six twelve and eighteen calendar months respectively from the date of the dissolution of the partnership, on entering into a bond in a sufficient penalty to the said N. for securing to him the payment of such instalments with interest at the rate of £5 per cent. per annum from the date of the dissolution, and also a bond in a sufficient penalty for indemnifying the said N. against the debts and liabilities of the partnership. And the said N. shall execute a proper assignment or assurance for vesting his share in the said M. and for enabling the said M. to get in all the credits and effects due or belonging to the partnership. But if the said M. shall elect not to purchase the share of the said N. then and in that case provision shall be made for paying and meeting the debts and liabilities of the partnership including any money advanced by either partner in excess of his proportion of capital as afore Winding up on partner. said, and subject to such provision the capital and all other effects of the partnership shall be divided between the partners in the proportions following; that is to say, two third parts thereof to the said M., and one third part thereof to the said N.; and all such instruments in writing for the purpose of getting in outstanding debts for releasing and indemnifying each other and generally in relation to the winding up of the partnership as are necessary or proper shall be executed by the partners. 23. In the event of the death of either partner a like death of a account, as is directed in Article No. 22 as between the partners, shall within six calendar months after his death be taken between the surviving partner and the executors and administrators of the deceased partner; and if the surviving partner shall be desirous of purchasing the share of the deceased partner in the stock in trade credits and effects of the partnership (but as to the share of the said M. in the event of his death subject to the provisions hereinafter contained in favour of a son of the said M.), the amount to be paid for such share shall be ascertained by the valuation of two indifferent persons, one to be appointed by the executors or administrators of the deceased partner, and the other by the surviving partner, or of an umpire to be appointed by the valuers before they proceed to the valuation. And thereupon the surviving partner shall become the purchaser of the said share at such valuation, and he shall be at liberty to pay the amount of such valuation in not more than three equal instalments at the expiration of six twelve and eighteen calendar months respectively from the death of the deceased partner, on entering into a bond in a sufficient penalty to the executors or administrators of the deceased partner for securing to them the payment of such instalments respectively with interest at the rate of £5 per cent. per annum from the death of the deceased partner, and also a bond in a sufficient penalty for indemnifying the estate and effects of the deceased partner against the |