Identify distinct errors or problems in the Barnum Carlyle Partnership Agreement

Context:

The deal points for Barnum include

1. Barnum wants to create a Limited Liability Partnership (LLP) under Washingtons Revised Uniform Partnership Act.

2. Barnum wants as long of a term for the agreement as possible in order to lock in Carlyle to the terms of the Partnership. He was thinking 20 years, but he is willing to accept a shorter term provided that the agreement includes a non-compete provision for the remaining period of time up to 20 years total.

3. Barnum will agree to assume all of the debts of the Circus prior to partnering with Carlyle provided that Carlyle and he split any losses 50/50 going forward.

4. Barnum wants to retain some control in the partnership when it comes to disputes between him and Carlyle. Barnum wants to retain full control over the production of the show itself but is willing to have Carlyle have control over marketing and advertising decisions. Barnum will further agree that any other decisions affecting the partnership shall be made jointly by him and Carlyle, but where there is a dispute between him and Carlyle, Barnums decision shall be final, provided that the two parties have first made a reasonable effort to reach a consensus.

5. Barnum is concerned about impacts to the show that a global pandemic may have and wants to include a term that allows for the Agreement to terminate prior to the end of the term if the show is shut down by a global pandemic or some other unexpected act outside of his and Carlyles control.

The deal points for Carlyle include:

6. Carlyle will accept a maximum of a 10-year term for the partnership.

7. Carlyle will accept a 30/70 split with his share of the Profits at 30%.

8. Carlyle wants the Partnership to indemnify the Partners to the full extent of the law.

9. So long as Carlyle has authority over marketing and advertising, Carlyle is okay with Barnum retaining control of the operations, production and show itself. However, Carlyle hopes to learn about the Circus business from Barnum, so he wants to include a term that requires Barnum to consult with him on decisions involving the show. Barnum gave you the enclosed Barnum Carlyle Partnership Agreement that the two drafted themselves. Before executing the Agreement, Barnum requested Specter review the Agreement and provide any edits. Barnum is engaging in good faith arms-length negotiations with Carlyle. Accordingly, Barnum wants the Agreement to reflect their above deal points as closely as possible.

BARNUM CARLYLE PARTNERSHIP AGREEMENT November 1, 2021 1. OPERATIVE LANGUAGE 1. Allocation of Profits and Losses. Carlyle must be entitled to 30 percent of the profits of the Partnership. Barnum will be entitled to 70 percent of the profits of the Partnership. All losses of the Circus, whether now existing or incurred in the future, may be paid the Partners in the same proportion as the division of profits. 2. Covenant Not to Compete. If this partnership terminates, Carlyle shall not engage in the circus business or similar type of performance anywhere in the world in perpetuity. 3. Attorneys' Fees. If a legal action commenced by Barnum arising out of this contract, Barnum shall be entitled to reasonable attorneys' fees and costs. 4. Principal Place of Business. The Principal Place of Business of the Circus is any state the business engages in business in and Barnum's Circus is domiciled in Washington State. 5. Formation. Barnum and Carlyle hereby form the BC Circus Partnership as a Washington Corporation. Except as otherwise provided in this Agreement, the rights and duties of the Partners may be governed by the Washington Business Corporation Act (the Act). The Partners agree to cooperate fully with one another to maintain the status of the Partnership as a Limited Liability Company under the Act. 6. Term and Termination. The term of the Partnership is month-to-month and will be dissolved and wound up upon the first to occur of the following events: 6.1 The expiration of the term as provided herein; or 6.2 Voluntary Dissociation of either Partner. BARNUM CARLYLE PARTNERSHIP AGREEMENT November 1, 2021 1. OPERATIVE LANGUAGE 1. Allocation of Profits and Losses. Carlyle must be entitled to 30 percent of the profits of the Partnership. Barnum will be entitled to 70 percent of the profits of the Partnership. All losses of the Circus, whether now existing or incurred in the future, may be paid the Partners in the same proportion as the division of profits. 2. Covenant Not to Compete. If this partnership terminates, Carlyle shall not engage in the circus business or similar type of performance anywhere in the world in perpetuity. 3. Attorneys' Fees. If a legal action commenced by Barnum arising out of this contract, Barnum shall be entitled to reasonable attorneys' fees and costs. 4. Principal Place of Business. The Principal Place of Business of the Circus is any state the business engages in business in and Barnum's Circus is domiciled in Washington State. 5. Formation. Barnum and Carlyle hereby form the BC Circus Partnership as a Washington Corporation. Except as otherwise provided in this Agreement, the rights and duties of the Partners may be governed by the Washington Business Corporation Act (the Act). The Partners agree to cooperate fully with one another to maintain the status of the Partnership as a Limited Liability Company under the Act. 6. Term and Termination. The term of the Partnership is month-to-month and will be dissolved and wound up upon the first to occur of the following events: 6.1 The expiration of the term as provided herein; or 6.2 Voluntary Dissociation of either Partner