the faid copartnership, and alfo of, in and unto all the gains, profits and increase which fhall arife, happen, accrue, or be made thereby, or by the ordering or employing of the fame,. or by any credit or business to be by them managed or done as copartners, and alfo fhall bear and pay one moiety of all loffes, cofts, expenfes or damages, which fhall at any time happen, arife or come, or be expended or laid out, in, about or concerning the faid joint trade or copartnership aforefaid, in any wife whatfoever: And that the faid T. L. his executors or adminiftrators, fhall have the full intereft, &c. of, in and unto the other moiety or half part, &c. (here go on exactly as in the foregoing claufe.) And each of them,, the faid E. H. and T. L. doth alfo for himself, his exec-. utors and administrators, covenant, promife, grant and agree, to and with the other of them, his executors and adminiftra tors, that the faid joint stock, and alfo the buyings, fellings, exchanging of books, dealings, gains, debts and credits, which fhall grow, arife, happen, or be made, of or by means of the faid joint trade, or any thing incident, or belonging thereunto, fhall from time to time, during all the faid term of the faid copartnership, be duly entered and fairly written in fome convenient book or books to be kept for that purpose, within the fhop wherein the faid trade is to be driven, in fuch manner as men of the faid trade ufe or ought to do: of which faid books, the faid parties to thefe prefents, and ei ther of them, their refpective executors or adminiftrators, fhall freely at all times, as well during the continuance, as after the expiration of the copartnership aforefaid, have the fight. and perufal, when and as often as it fhall be defired, and fhall have liberty to tranfcribe and copy out all or part thereof, without any let, hindrance, or denial: And also that all bonds, bills, notes, fpecialities and fecurities for money, whatfoever, at any time to be made or taken for any matter, or thing concerning the faid joint flock or trade, and alfo. all other things to be fold, exchanged and delivered out of the faid joint ftock or trade, fhall be made and taken in the pames of the faid E. H. and T. L. and for their joint and equal ufe and benefit: And alfo that no more than

a week fhall be taken out of the faid joint stock by either of the faid parties to thefe prefents, until notice be given to the other of them; and that each of the faid parties fhall receive equally at the fame time out of the faid joint stock, and not

the one, more than the other of them, except only money to be, and which fhall be neceffarily laid out in the stock and trade, for the fupport of the faid copartnership: And. alfo that all fum and fums of money to be taken out as aforesaid, either to be divided or used in trade, shall from time to time be entered into the faid book or books, so to be kept as aforefaid: And alfo that no apprentice or fervant fhall be taken during the continuance of the faid partnership, but by and with the joint confent of the faid parties to thefe prefents: And alfo, if any book or books, money, goods, or other things in copartnership, fhall be embezzled, purloined or fpoiled by the apprentice or apprentices, or other agent or fervant of the faid parties to thefe prefents, during the faid copartnership, then and in fuch cafes, the lofs and, damage thereby happening fhall be equally borne and fuftained by the faid parties to thefe prefents: And also that neither of the faid parties fhall at any time fell or deliver out upon truft, and without ready money, to any perfon whatsoever, any part of the faid joint trade and stock, to above the value of unlers upon notice given to the other party to thefe prefents, and his confent thereunto first had and ob tained; neither shall either of them lend money, above the value aforefaid, out of the faid joint stock, without fuch confent as aforefaid: But if goods of above value fhall

be trufted, or money jent, contrary hereunto, the fame, fhall be fustained or made good by him fo trufting or lending the fame, and not by the faid joint stock: And alfo that neither of the faid parties to thefe prefents fhall, without confent of the other of them, release or discharge any debt, duty, fum or fums of money, or other things, which fhall be due, owing or belonging to the joint account, or any part thereof, or any fecurities given for the fame, but only fuch and fo much as fhall be actually received and brought into the faid joint ftock; nor fhall compound or agree to accept part for the whole of any debt, duty or fum of money to them upon the account aforefaid jointly owing or payable, without the confent or approbation of the other of them thereunto in writing first had and obtained: And also that neither of the faid parties to thefe prefents fhall at any time during the faid copartnership, and before a final partition be made between them, become bound or be bail or furety for, with, or to any perfon or persons whatsoever, either by bond, bill,

day of

judgment, ftatute, recognizance, promife, or otherwise, without the privity or confent of the other of them, thereunto in writing first, had and obtained: And that there fhall not be any new tranflation of any book or copy to the ufe of the faid joint ftock, nor any printer, ftationer, or bookbinder, be employed in any thing relating to the faid joint stock, without the confent of both the faid parties to these prefents: And alfo that the faid E. H. and T. L. fhall and will once in every year during the faid copartnership, viz. on the or within twenty days after,, or oftener at the request of either of them to that purpose, join with the other of them, and perform and do whatever to him belongeth, or in him lieth for the making up and paffing of a new, plain and perfect account and reckoning between them, of and concerning all their buyings, fellings. exchanges, printing, trading, and dealings, for, upon or by reafon of the faid joint trade, and relating to the faid copart-. nerfhip, and of all and every, fuch stock, ready money and things as concern or shall be employed in or about the fame; and of the gains, profits and increase thereof, and also of the charges, damages and expenfes happening or accruing thereby, and like wife of all debts owing or payable by the faid parties to thefe prefents for, upon, or in refpect of the faid joint trade and dealing; to the intent that it may appear how and in what state and condition they stand in reference to the faid copartnership and joint ftock; and upon the finishing and perfecting every fuch account, the fame fhall be fairly written into two feveral books for that purpose to be provided, both of which faid books fhall be fubfcribed by both the faid E. H. and T. L. and one of them so fubfcribed fhall remain with the faid E. H. and the other of them with the faid T. L. which faid accounts fo paffed and fubfcribed fhall not be called into queftion, or be any wife controverted, unlefs fome manifeft error or mistake fhall plainly appear to have therein efcaped their notice, and that the fame error fhall be difcovered in the life-time of both the faid parties, and not other wife. Provided, nevertheless, that it is exprefsly covenanted, concluded and agreed by and be-. tween the faid parties, to thefe prefents, and the true intent and meaning of the faid parties hereunto is hereby declared to be, that if either of the faid parties fhall die during the continuance of the faid copartnership, yet nevertheless ne

44

benefit of furvivorship shall accrue unto, or be had or taken by the furvivor of them, in any wife whatsoever; any law, ufage or cuftom, or any thing herein before contained to the contrary thereof notwithstanding. But the one moiety of the ready money, ftock and effects of the faid copartnership, and the proceeds thereof, fhall come and be to the executors or administrators of such dying perfon, or fuch other person or perfons as he fhall otherwife difpofe thereof to, and the other moiety thereof to the furvivor. And it is further covenant. ed, granted, concluded and agreed upon, by and between the faid parties to thefe prefents, that if any debts fhall be owing by the copartners upon the faid joint accounts, fuch furviving partner fhall, out of the ready money, or if there be not ready money, then as foon as money shall come in, and become due, fatisfy and pay the fame: And after all the debts fhall be paid, then fuch furvivor fhall forthwith pay fo much money, as the part, fhare or dividend of the goods of fuch deceased partner fhall amount unto, upon a valuation to be made of the stock, by two indifferent men of the faid trade ; the one to be chofen by the furvivor, and the other by the perfon who fhall have a right to the deceased's fhare, and fhall also account for and pay one moiety of all the debts due to the copartnership, which he shall receive, (he being first allowed his charges and expenfes in and about the getting in thereof:) And it is hereby further covenanted and agreed by and between the faid parties to thefe prefents, that with in one month next after the end and determination of the faid copartnership, if both the faid parties fhall be living, a final account, partition and division shall be made and paffed by and between the faid copartners, for and concerning all fuch goods, monies and things which fhall be then due, owing and belonging unto the said joint stock and trade, or to the faid parties to thefe prefents, in refpect thereof; and alfo of and for all fuch debts, dues, or fums of money as by reafon of the faid joint trade fhall be contracted, and be by them owing to any perfon or perfons; and likewife of and for all the gains and increafe, damages and loffes hap-pening or accruing by, through or in refpect of the faid joint trade, or copartnership, so that the state thereof may appear, and how much thereof fhall belong to each party; and then after all debts and fums of money owing on account, or by virtue of the faid copartnership, shall be discharged and paid

(and not before) the faid E. H. his executors, administrators or affigns, fhall have and take to this and their own proper use and uses, one moiety (the whole into two equal parts to be divided) of all the money, goods, and things then in ftock between them: And the faid T. L. his executors, adminiftrators or affigns, fhall likewife then have and take to his and their own proper ufe or uses, the other moiety of the money, and the goods and things then in ftock between them: And it is further covenanted and agreed, that in cafe at the end of the faid copartnership, the money and ftock shall not be fufficient to clear and discharge all the debts owing upon the account of the faid copartnership, that then each of the faid parties to these prefents, his executors or adminiftrators, fhall pay one moiety thereof: And the faid E. H. doth hereby covenant, grant and agree, to and with the faid T. L. his executors, adminiftrators and affigns, that he the faid E. H. his executors or adminiftrators, fhall and will well and truly pay or caufe to be paid one moiety thereof, and fave and keep harmless the said T. L. his executors and administrators, of and from the fame: And the said T. L. doth hereby covenant, promise, grant and agree to and with the faid E. H. his executors and adminiftrators, that he the faid T. L. his executors or adminiftrators, fhall and will pay or caufe to be paid the other moiety thereof, and alfo fave and keep harmless the faid E. H. his executors and adminiftrators, of and from the fame: And it is further agreed that the copies or books of either of the faid parties to these presents which fhall be printed during the continuance of the said copartnership, fhall be for the benefit of the faid joint stock, and be brought thereinto; and in cafe the faid parties to thefe prefents fhall not agree to the number of what shall be printed, or the prices to be fold at, or to any other matter relating thereunto, that then the fame fhall be determined by E. F. and G. H. citizens and stationers of who are hereby authorized to determine the fame, and their deter mination thereon fhall be conclufive to the faid parties to the fe prefents, and each of them fhall perform the fame: And laftly, it is covenanted and agreed, by and between the faid parties to these prefents, in manner aforefaid, that if any doubt, queftion or controverfy fhall arife between the faid parties, for, about or concerning this prefent indenture of copartnership, or any claufe, provifo or agreement herein com