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Dated
2006
DEED OF PARTNERSHIP
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THIS DEED OF PARTNERSHIP is made this second day of Two Thousand and
BETWEEN of the first part of the second part of the third part of the fourth part
WHEREAS the parties hereto (hereinafter collectively called the ‘partners’) all of whom
are Medical Practitioners on the Performers List of Primary Care Trust undertaking to
provide general medical services under a general medical services contract with the ….
PCT and have agreed that from the (date ) they will carry on in partnership from the
premises hereinafter mentioned as the practice as General Practitioners in succession to
the practice previously carried on by
NOW THIS DEED WITNESSETH as follows:1.
DURATION PLACE AND NAME OF PRACTICE
1.1
The partners will carry on the profession of General Medical Practitioners in
partnership under the names of
and will carry out a contract
for the provision of General Medical Services established between the Partnership
and the
1.2
Primary Care Trust or successor body.
1.2.1
The date of commencement of the partnership shall be the second day of
1.2.2
Subject to the provisions of retirement expulsion and dissolution
hereinafter contained the partnership shall continue for the joint lives of
the parties hereto and the survivor of them or as the Parties may otherwise
agree.
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1.2.3
Neither the retirement or expulsion of any party hereto in accordance with
any provisions of this Deed nor death of any party shall determine the
Partnership as between the other parties hereto.
1.2.4
Dr
will indemnify Dr
against all claims , debts, charges and
liabilities arising from the period prior to the commencement of this
partnership and in connection with the practice carried on by Dr
1.3
.
PREMISES
.3.1
The Partnership shall be conducted at the premises at
and at such other place or places as the Partners may from time to time
determine.
1.3.2
Each of the Partners shall provide at his or her own residence a suitable
room or rooms for the consultation of his or her patients when from time
to time such consultations may be required.
2.
CAPITAL ASSETS
2.1
The capital assets of the partnership shall consist of:-
3.
PARTNERSHIP CAPITAL
3.1
The Partnership capital shall consist of:a) The present stock of surgical instruments
b) Computers and office machinery
c) Medicines and drugs stocked in the partnership premises at the date of
commencement of the partnership
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d) The Fixtures and fittings in the partnership premises
3.2 If at any time further capital is required by the partners for the purpose of the
partnership each will contribute to the capital in the proportion as the amounts for the
time being standing to the credit of the respective capital accounts bear to the total of
such amounts or in proportions expressly agreed by the parties
4.
PARTNERSHIP EXPENSES
4:1
The partnership expenses shall include:-
a) remuneration of employees
b) costs of medicines ,drugs and instruments used in partnership business
excluding replacement and purchase of personal medical instruments
c) accountants and other professional fees
d) debts and losses and damages incurred in partnership practice
e) The expenses of maintaining the qualifications of a partner who is specifically
qualified to carry out clinical work of a kind commissioned from the practice
by the PCT as an Enhanced Service and for which the income derived from
this work is included in partnership receipts.
f) any other agreed expense
4:2 all cheques for payment of expenses in excess of £100 shall be signed by
both parties but special arrangements will be agreed to cover staff salaries and
other expenses during times of holiday and absence
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PARTNERSHIP RECEIPTS
The income of the partnership shall include:a) all fees allowances and remuneration paid to the partnership or any of the
parties under a contract with the NHS except seniority and postgraduate
education allowances such items being retained by the individual party
entitled thereto
b) All payments subsequently made to a Partner under the NHS of a nature not
paid at the date of this deed
All other fees and remuneration accruing to any of the partners as a medical
practitioner unless agreed to the contrary
6.
DIVISION OF PROFITS
The profits of the partnership shall be divided between the partners in the ratios
set out in the attached schedule one.
7.
QUARTERLY ACCOUNTS AND DRAWINGS
T he partnership accountants will be
The monthly drawings by each of the parties will be advised by the partnership
accountant
8.
ANNUAL ACCOUNTS
8.1 the partnership accountant will be asked to draw up the annual accounts of
the partnership on
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8.2 The partnership accountant will be asked to prepare a certificate of net
partnership profit for the purpose of superannuation and to submit this to the
PCT in accordance with regulations from time to time in force
9.
SUPERANNUATION
The superannuation shares of the partners derived from the profits of the
partnership shall be notified to the pensions agency and PCT.
10.
PERSONAL LIABILITIES OF THE PARTNERS
( if there are any personal liabilities of any partner(s) enter these here)
11.
BANK ACCOUNTS
The partnership bankers will be
12.
DUTIES OF PARTNERS
12.0
Practice meetings shall be held at regular intervals, subject to agreement of
majority of partners, and proper agenda and minutes shall be made. Proper
records of minutes shall be kept at by the Partners and entries made therein of
matters usually written in such records and shall at all reasonable times be open
for inspection by any of the Partners. It is the duty of all partners to attend and
participate in practice meetings except by reason of sickness or holiday. All
Partners shall be given proper opportunity of voicing their opinions at practice
meetings and shall do with proper courtesy to their colleagues and any visitors to
the meeting.
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12.01 Each Partner shall have an equal vote in decision making. Unless otherwise
specified in this agreement a majority vote of shall be appropriate for decision
making. When a partner is on sabbatical leave or absent by reason of severe
illness it may be necessary to amend the ratio for majority voting, following
proper consultation and agreement of Partners.
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12.02 Doctor ….. and the ………….. Practice Manager are responsible
for the processes of engaging and disciplining and the legal and general welfare
of staff. They will consult with nationally recognised employment advisors
(BMA, ACAS) to ensure that all correct procedures have been followed in any
and all disciplinary actions.
12.03 Dismissal of any employee shall only occur with the consent of
all Partners unless a Partner is unavailable by reason of holiday, severe sickness,
sabbatical leave or suspension from medical practice, in which case unanimous
decision of the remaining partners will suffice. Such decision making shall
comply with all current legislation pertaining at the time of appointment,
dismissal or disagreement.
12.04 In the event of a formal complaint being received by the Partnership about a
Partner or Partners or any staff, the complaint will be notified to all partners and
the Practice Manager forthwith and the Practice Complaints Procedure followed
by all partners.
12.1
Each Partner shall:12.1.1 Devote the whole of his or her working time and attention to the Practice
and the fulfillment of the contract between the practice and the PCT and any
Enhanced Services Agreements with the practice from time to time.
12.1.2 Employ himself or herself diligently in the Practice and use his or her
utmost endeavors to promote its success and prosperity
12.1.3 Be just and faithful to the others in all transactions matters and dealings
relating to or affecting the Partnership.
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12.1.4 Furnish to the others when required full information in writing of all
accounts entries dealings and transactions related to the practice.
12.1.5 Conduct him or herself both personally and professionally in a manner
becoming a Medical Practitioner.
12.1.6 Discharge his or her own debts and liabilities and indemnify the other
members of the Partnership against them.
12.1.7 Make good to the Practice any loss occasional by his or her negligence or
misconduct.
12.1.8.i Become and remain a member of the Medical Protection Society or
Medical Defence Union or other recognised medical protection
organisation.
12.1.8.ii Become and remain registered throughout the duration of the Partnership
registration with the General Medical Council of the United Kingdom
and mindful and observant of all duties such registration entails.
12.1.9.i Promptly and regularly make full and proper entries of all such matters as
are required to be recorded in the Partnership Accounts.
12.1.9.ii Promptly and regularly make proper entries in patient’s notes and records
in respect of attendance’s on and treatment of patients.
12.1.10 Permit the other partners to examine and make copies of such entries and
records which shall be kept at such Practices premises, as the Partnership
shall decide.
12.2
A Partner shall not without the prior consent of the other Partners:-
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12.2.1
Engage in any occupation or business requiring his or her personal
attention other than medical practice.
12.2.2
Accept or resign any professional office or appointment whether paid or
honorary.
12.2.3
Restrict the services provided by him or her as a General Practitioner
under the Act.
12.2.4
Refuse to accept such reasonable out of hours responsibilities, as the
Partners shall from time to time agree.
12.2.5
Do or suffer anything whereby the full basic practice allowance shall case
to be payable to him or her and consequently to the Partnership.
12.2.6
Assign or charge his or her chare of the capital or profits of the Partnership
or any part of it.
12.2.7
Become bail or surety or give guarantee for any person firm or company.
12.2.8
Use the name or any property of the Partnership other than for the purpose
of the Practice.
12.2.9
Release compromise or compound any debt owing to the Partnership.
12.2.10
Engage dismiss any servant or employee of the Partnership – subject to
paragraph 12.02 and 12.03
12.2.11
Knowingly cause or suffer to be done or omitted to be done anything
whereby the Partnerships many be prejudiced.
12.2.12
Draw accept or indorse any cheque or other bill of exchange or promissory
note on account of the Partnership unless authorised in accordance with
the then current mandate of the Partnership Bank account.
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12.3
The duties and restrictions of the Partnership as outlined in the Clause in
particular and this Deed in general shall insofar as they relate to Dr be
interpreted by taking into account that Dr is from the commencement of this
partnership required to devote only three quarters of her time to the
Partnership.
13. PARTNERS RESIDENCES
(if there are any agreed` requirements concerning distances/places of
residence enter them here)
14. HOLIDAYS AND STUDY LEAVE
Each partners is entitled to (x) weeks annual leave and two weeks study leave per
annum
15. EMPLOYMENT OF LOCUMS DURING ABSENCE
If a partner shall absent himself from the business of the partnership except during
holidays or study leave or as herein provided otherwise than by reason of illness,
maternity /paternity leave or physical or mental incapacity then the other partner shall
be at liberty to engage a locum tenens at the expense of the absent partner
16. INVOLUNTARY ABSENCE,MATERNITY,PATERNITY& ADOPTION
LEAVE, SUSPENSION BY A REGULATORY BODY
A partner absent from the partnership owing to incapacity shall notify the
partnership on the first day of absence and supply the partnership with a medical
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certificate from a registered medical practitioner if the absence is to exceed 7
days. The costs of providing a locum tenens shall be borne by the absent partner
save for a period of ……weeks during which the costs of a providing a locum
tenens shall be borne by partnership. Any reimbursements received from the PCT
in respect of contribution to the cost of locum tenens shall ,during the period
during which the cost is borne by the absent partner, be paid to the absent partner.
16.1 A partner shall be entitled to maternity leave for a period not exceeding
……… weeks commencing from a date notified to the partnership such
notice to include a confirmation of confinement. During the period of
maternity leave the partner shall as far as is practicable continue to play a full
role in the decision making of the partnership and shall be invited to practice
meetings and notified of practice business affairs.
16.2 During the period of absence on maternity leave the absent partner will be
responsible for the cost of providing a locum tenens to cover her work for the
practice save for a period of ………… weeks when this cost shall be borne
by the partnership. During the period when the absent partner is responsible
for the cost of a locum tenens she shall receive all and any reimbursements
made to the Practice by the PCT in respect of meeting the cost of locum
tenens for maternity leave absence.
16.3 In the alternative to the engagement of a locum tenens for all or any part of
the maternity leave absence the absent partner may agree with her partners
(or any number of them) arrangements for the cover of her obligations to the
partnership. The value of any payments made to the partners under such
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arrangements and transferred from the drawings of the absent partner shall
be clearly agreed and recorded in writing.
16.4 A partner shall be entitled to time off to attend Ante natal clinics.
16.5 A male partner shall be entitled to take up to …….weeks of leave at the time
of the birth of his child or at another time to be agreed with the partners .
The cost of any locum tenens needed to cover this absence shall be born by
the absenting partner. Should any reimbursement be made to the practice by
the PCT to assist with the cost of a locum for this purpose this shall be paid
to the absenting partner.
16.6 A partner(s) intending to complete the adoption of a child shall be entitled to
the following time off from the work of the partnership:
(i) Adoptive mother ; a total period of ………… weeks to be taken at a time
agreed with the partners but not less than … weeks will be allowed to be
taken at `the time of receiving full adoptive charge of the child.
(ii)Adoptive father: a total period of …… weeks to be taken at the time of
receiving full adoptive charge of the child.
(iii) An intending adoptive mother and /or adoptive father will be entitleds to
take reasonable time off to attend and undertake the formal meetings and
processes required in the adoption of a child.
(iv) The cost of providing a locum tenens to cover the duties of a partner
absent on adoption leave will be met by the absent partners save for a period
of ……weeks in the case of adoptive mother and/or ……weeks in the case
of an adoptive father , when this will be met by the partnership.
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16.7
In the event that a Partner should be suspended form clinical Practice by a
regulatory body being either the PCT or the GMC, or any successor bodies, whilst
investigations or assessment are undertaken concerning that partners clinical practice or
behaviour, the remaining partners shall discuss and agree with the suspended partner an
arrangement for the cover of his/her duties.. By agreement the unaffected partners may
undertake the suspended partner’s clinical commitments to the partnership and will
receive form the suspended partners share of income an agreed sum by way of internal
locum cover. Any such arrangement shall last for a period of
months. During this
time the partnership shall retain any payments from the PCT which are payable in
connection with the absence of the affected partner.
Where no such arrangements can be agreed the absent partner shall be responsible for
the provision of locum cover during his /her absence and will retain any payment made
by the PCO in respect of such absence
17. RETIREMENT FROM THE PARTNERSHIP
A partner wishing to voluntarily retire from the practice shall give notice to
his/her partners in writing of not less than x Months of his/her intention to do so
and given in accordance with clause 22 below. The share of the retiring partner
shall be dealt with in accordance with the provisions of clause 19 below
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18. EXPULSION
If a Partner is:18.1
Is incapacitated for any reason from performing his or her fair share of the
work for the practice for more than 12 consecutive calendar months or for
a total of more than 264 working days during any period of 24 calendar
months or
18.2
Is compulsorily detained in hospital or received into guardianship under
the Mental Health Act 1983 Section 145 (1), and such problems shall be
notified to the GMC at notification and before any reinstatement or
18.2.1 And provided that any assistant or partner reported to the General
Medical Council under Clause 18.2 shall be immediately
suspended from the practice until certified as fully fit and
recovered for work by his/her medical attendants and the General
Medical Council and such absence shall be counted as sick leave
and certified as such.
18.2.2 Shall be guilty of addiction or abuse of drugs or alcohol, and been
notified to the GMC for such or
18.3
Commits any gross deliberate or persistent breach of the provision of this
Deed which if capable of remedy is not remedied to the reasonable
satisfaction of the remaining partners or
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18.3.1 Shall be convicted of a criminal act other than a minor motoring
offence.
18.4
Willfully neglects or omits to perform any of his or her duties or
obligations under the contract for medical services with the PCT or its
sucessor, or any other duty imposed by this Deed or
18.5
Is guilty of any flagrantly immoral behavior or of any gross deliberate or
persistent breach of the ethics or etiquette of the medical profession or of
any conduct whereby the interests or reputation of the Partners shall be in
shall be in danger of being seriously injured or prejudiced or
18.6
Suffers his or her name to be suspended or removed from the Medical
Register except under the Medical Act 1983 Section 30 (5) or from the
Medical List of the Health Authority in whose area the Practice is situated
or
18.7
Becomes bankrupt or insolvent or compounds or makes any arrangements
for the benefit of his or her creditors or
18.8
Permits his or her share to be charged within the meaning of the
Partnership Act 1890 or
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18.9
Fails to pay any money owing by him or her to the Partnership within 56
days of being required to do so by the other Partners
Then it shall be lawful for the other Partner by notice in writing at any
time within (three) months of becoming aware of the matter entitling
them to serve such notice immediately to determine the Partnership so far
as such a Partner in concerned without prejudice to any remedies of the
Partners giving such notice.
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EFFECTS OF RETIREMENT EXPULSION BANKRUPTCY OR DEATH
OF A PARTNER On the expiry of a notice under Clause 17 or on the service of
a notice under Clause 18 or on the bankruptcy or death of a Partner the share of
such outgoing bankrupt or deceased partner (the outgoing partner) in the goodwill
and future net profits of the Practice shall vest without payment in the continuing
or surviving partners in the proportion in which they are immediately prior to the
Schedule below shall be varied accordingly
19.1
The continuing partners shall at the same time purchase the share
of the
outgoing partner in the capital of the Partnership as defined in Clause at a
price to be determined by valuation in accordance with Clause in default
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of agreement and to be paid as to one half six months after the expiration
of any notice given under Clause 17 or in the expiration of six months
after the date of any notice given under Clause 18 of the date of the death
or bankruptcy of the outgoing Partner and as to the other twelve months
thereafter and interest on any unpaid balance shall be at (such rate and for
such period as the Partnership Accountants may recommend) (two percent
over Bank of England base rate calculated from the date of the expiry of
the said notice.)19.2
An outgoing Partner or the Trustees of the property of a bankrupt
partner
or the personal representative of a deceased partner (all of whom are
(where appropriate) comprised in the term ‘the outgoing partner’) shall:
19.2.1 Resign any offices held by the outgoing partner with effect from
the date of his or her leaving the Partnership.
19.2.2 Use his or her best endeavors to obtain for the continuing partners
or their nominees all the medical offices or appointments held be
the outgoing partner and shall nominate the continuing Partners or
their nominees as successors or successor to the outgoing Partner.
19.2.3 Take all reasonable steps to ensure that the patients on his or her
National Health Service List are transferred to the continuing
partners or their nominees.
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19.2.4 Cause the name of the outgoing partner to be removed as soon as is
reasonably practicable from the List of Medical Practitioners
providing general medical services under the Act maintained by
the Health Authority or Committees in those area or areas the
Practice is situated.
19.4
The continuing Partners shall discharge all Partnership liabilities and
collect all debts due to the Partnership and shall accounts quarterly to the
outgoing Partner at the same time paying him or her his or her share (if
any) in the net balance outstanding.
19.5
When all debts and liabilities of the Partnership have been ascertained and
discharged a general and final account in writing shall be prepared by the
Partnership Accountants showing all sums due to or owing from the
outgoing partner and on approval of such accounts shall sums be forthwith
paid to or by the outgoing Partner as the case may be.
19.6
On the Succession Date the Partnership shall be terminated but only as to
the Outgoing Partner and it shall continue as between the Continuing
Partner.
19.7
If the Outgoing Partner shall cease to be a Partner otherwise than by
reason of death due notice of the fact that he has ceased to be a Partner
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shall be given in the Continuing Partners in the London Gazette and in a
newspaper circulating in the locality of the Partnership premises.
20
RESTRAINTS ON AN OUTGOING PARTNER
20.1 A Partner who has retired under the provision of Clause 17 or has been expelled
under the provision of Clause 18 or who has been adjudicated bankrupt shall not within
two years after the date of his retirement expulsion or adjudication:-
20.1.1 Practice as a General Practitioner anywhere in the area four miles
in radius from ……..whether as a nGMS/PMS contractor on his
own account or a a Partner assistant locum tenens or deputy .
20.1.2 Anywhere in the area defined in the Clause 20.1.1. provide any
professional medical service of a kind normally provided by a
General Medical Practitioner or to any person who was at the date
of such retirement expulsion or adjudication or who was at any
time within the period of twelve months prior to that date of a
Partnership Practice an who at the time of providing such service is
ordinarily resident within the said area or to anyone who is for the
time being a member of the immediate household (being a
household within the said area of any such person)
20.1.3 Apply for accept or hold any part time professional medical
appointment (including and honorary appointment) the activities of
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which cover or are normally carried on in any part of the area
defined by Clause 18.1.1 being an appointment which is capable of
being held by a General Medical Practitioner which in General
Practice and for which one the continuing partners as an applicant.
20.1.4 Make use of his knowledge of the identity or affairs of any person
who was at the date of such retirement or adjudication or who was
at any time within the period of twelve months prior to that date a
patient in the Partnership business for his own advantage as a
General Medical practitioner or practitioners and the detriment of
the continuing Partners as General Medical Practitioners.
20.1.5 Do anything that may destroy or impair the value of the goodwill
of the practice.
20.2
The word ‘patient’ as used in this Clause 20 shall include any person who
is at the material time on the National Health Service List of any of the
Partners (including the retirement expelled or bankrupt partner)
20.3
Provided always and for the avoidance of doubt it is hereby declared that
it shall not be a breach of any provision of this Clause 20 for a Partner
who has retired to render professional services and a Consultant with a
patient’s General Medical Practitioner, provided that the retired partner
remains registered with the GMC and is a fully paid up member of a
medical defence organisation.
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20.4
It is hereby expressly agreed and declared that each Clause 18.1.1 to
18.1.5 above shall be a separate covenant but without prejudice to the
severability of the provisions within each such Clause and shall be so
constructed and shall be enforced independently of all or any of the other
Clauses.
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DUTIES OF OUTGOING AND REMAINING PARTNERS
21.1
The Continuing Partners shall pay and discharge al debts and liabilities of
the Partnership at the Succession Date except any debt or liability in
respect of any claim arising from any negligent or wrongful act of
omission of a Partner to the extent that such claim is not covered by
insurance and shall keep the Outgoing Partner indemnified from and
against debts and liabilities except as aforesaid and all actions proceedings
costs and demands in that respect provided that nothing in this Deed shall
be construed so as to remove any lien that the Outgoing Partner may at
any time have over the Partnership assets.
21.2
The Outgoing Partner shall on or before his Succession Date deliver up to the
Continuing Partners lists of clients correspondence and all other documents papers
and records (in whatever form these may be stored) which may have been prepared
by him or have come into his possession which he was a Partner and he shall not
retain copies of these. Title and copyright of al such documents shall vest in the
Partnership.
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21.3.1 During the period of (24) months following the Succession Date the
Outgoing Partner or his duly authorised agent shall be permitted by
appointment to inspect the books of account records and other documents of
the Partnership during normal business hours so far as they relate to any
period preceding the Succession Date and all information which the Outgoing
Partner or his duly authorised agent shall thereby obtain shall be kept strictly
confidential by the Outgoing Partner and be the duly authorised agent and the
Outgoing Partner shall indemnify and keep the Continuing Partners
indemnified from and against all losses damages and costs which they may
suffer arising directly or indirectly out of a failure to comply with this
restriction.
21.4 The Outgoing Partner shall sign execute and do all such documents deeds and
things as the Continuing Partners may reasonably request for the purpose of
enabling the Continuing Partner to recover and get in the book debts and other
assets of the Partnership or for the purpose of appointing a new trustee of any of
the Partnership property or for the purpose of conveying assigning or transferring
the Continuing Partner any of the Partnership property which may immediately
prior to the Succession Date is vested in the Outgoing Partners as one of the
Partners or in trust for the Partnership.
22 SERVICE OF NOTICE
Any notice to be given under this Deed shall be in writing.
22.1
A notice may be given to a Partner:
22.1.1By handing it to him or her or
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22.1.2 By addressing to him or her or his or her Executors or
Administrators (without naming them) and by sending it by
registered or recorded delivery post to his or her last known
address in Great Britain or
22.1.3 By handing it to any of his or her Executors or Administrators or
22.1.4By sending it by Registered or Recorded Delivery post to any one of
his or her Executors or Administrators at the proper address of such
person.
22.2
Any notice given by post shall be deemed to have been delivered at the time
when it would have been received by the Post Office
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FURTHER ASSURANCE
Each party to this Deed shall at the request and expense of the others or any of them
execute and do all such deeds acts matters things as may be reasonably necessary to carry
out the provisions of this Deed or to make it easier to enforce
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VALUATION
24.1 Other than the value of the partnership premise and their contents which is
agreed and specified in section 2.1 above any othervaluation required under
this Deed shall be made by the valuer to be agreed or (if the Partners cannot
agree upon a valuer) by two independent valuers to be appointed by each
party to the difference but so that if either party shall fail or omit to appoint
a valor within one month of being requested to do so by the other party the
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other party may call for the President of the Royal Institution of Chartered
Surveyors to appoint one on the other party’s behalf.
24.2 Such valuers when appointed shall before making the valuation appoint a
referee whose decision in the event of their disagreement shall be final
provided that if the valuers are unable to agree upon a referee the same shall
be appointed by the President of the Royal Institution of Chartered
Surveyors.
24.3 All valuers shall be made upon a basis as between a willing buyer and a
willing seller in the open market and in the case of any freehold or
leasehold premises used and occupied for the purpose of the Practice with
vacant possession on completion and for the purpose of the professional
accommodation of a medical practitioner. The valuer shall disregard any
value attached to the subject of the valuation by reason of goodwill of the
practice.
24. 4 If no valuation shall have been made or agreed within four months of the
date fixed for it the matter shall be referred to arbitration under the provision of
Clause 25 and the Arbitrator shall have power to settle the valuation conclusively
25
ARBITRATION
If during the continuance of the Partnership or at any time afterwards any dispute
or difference or questions shall arise between the Partners or their representatives
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concerning the Partnership affairs its dissolution or winding up or the construction
meaning and effect of this Deed or the rights or liabilities or the Partners or the
representatives under the Deed then (except as is otherwise provided under this
Deed) every such dispute difference or disagreement shall be referred to a single
arbitrator to be appointed in default of agreement by the Secretary for the time
being of the British Medical Association and decision of the arbitrator (including a
decision that the Partnership shall be dissolved) shall be final and binding on all the
Partners and any Outgoing Partner
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