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Full Doc	2010	Partner Agreement Partner Agreement (15K) Doc #4356950: This document is immediately available for purchase, but does not have a preview available for viewing. 4356950	Smart-TEK Solutions Smart-TEK Solutions Inc
Full Doc	2005	Partner Agreement Partner Agreement (54K) Doc #1250215: This document is immediately available for purchase, but does not have a preview available for viewing. 1250215	Greenfield Industries Greenfield Industries Inc
Full Doc	2005	Partner Agreement Partner Agreement (55K) Doc #1250216: This document is immediately available for purchase, but does not have a preview available for viewing. 1250216	Greenfield Industries Greenfield Industries Inc
Preview Full Doc	2003	Partner Agreement Partner Agreement (28K) Doc #203096: Click preview link for longer preview. PARTNER AGREEMENT This partner agreement (hereafter called AGREEMENT) made this 20^th day of December 1999 is entered into by and between Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N. Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with principal place of business located at 3208 Commander, TX 75006. WITNESSED: WHEREAS, AXCESS is engaged in the manufacture and sale of the PRODUCT as hereinafter defined; and WHEREAS, SONITROL desires to purchase the PRODUCT from AXCESS in order to enhance its product line and to resell said PRODUCT as a Original Equipment Manufacturer (OEM) under SONITROL' Trade name; and WHEREAS, AXCESS and SONITROL wish to avail themselves of each other's technical expertise and sales and marketing capabilities in order to increase the sales and distribution of the PRODUCT; and WHEREAS, AXCESS desires to sell to SONITROL for ultimate resale of the PRODUCT; NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the parties agree as follows: Article 1Definitions 1.01 PRODUCT: Shall mean AXCESS' products as described in Appendix 1 of this AGREEMENT and any derivatives thereof. Article 2Distributorship 2.01 AXCESS hereby grants to SONITROL the non-exclusive right to sell and distribute the PRODUCT worldwide. 2.02 SONITROL and AXCESS understand and agree that this AGREEMENT does not constitute or authorize either party to act as the agent or legal representative of the other party for any purpose whatsoever. This AGREEMENT is an agreement of distributorship and not of agency. Neither party has granted to the other party any right of authority to assume or to create any obligation or responsibility, express or implied, on behalf of the other party or in the name of the other party, or to bind the other party in any manner whatsoever. 2.02 SONITROL agrees to publicize the PRODUCT including, without limitation, publication or advertisements, pamphlets and/or other literature. AXCESS will furnish original design/master copies of all standard pamphlets and other marketing materials to SONITROL free of charge. 2.03 The prices SONITROL will pay to AXCESS contained in appendix 1 represent the current standard design as generally marketed by AXCESS. SONITROL agrees to pay a negotiated price differential and NRE for any special designs or component substitutions they may request. Any such negotiated price differential shall be incorporated in appendix 2 by amendment to this AGREEMENT. Negotiated NRE charges shall be authorized by a SONITROL purchase order referencing this AGREEMENT and negotiated amounts. (NRE excludes changes to increase portfolio of connectivity and/or enhancements to the general product as well as printing of screen shots directly, pre-alarm tracking and event log.) 2.04 If desired by SONITROL, AXCESS will create a version of the RXWIN in which the AXCESS icons and logos are replaced with SONITROL logos for a one time charge of $ . The software will retain the AXCESS copyright embedded in the code. Any such version of RXWIN shall be authorized by an SONITROL purchase order referencing this AGREEMENT. 203096	Sonitrol Corp.;	Axcess International Inc/tx
Preview Full Doc	2003	Partner Agreement Partner Agreement (66K) Doc #203137: Click preview link for longer preview. Partner Agreement PARTNER AGREEMENT, dated as of April 14, 2003 (this "Agreement"), between The Goldman Sachs Group, Inc., a Delaware corporation ("Acquiror") and John Breyo ("Partner"). Capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement (as defined below). RECITALS A. Acquiror, Partner, The Ayco Company, L.P., a Delaware limited partnership (the "Company"), and the other Seller Parties named therein have entered into a Purchase Agreement, dated as of the date hereof, a copy of which is attached hereto as Exhibit A (the Purchase Agreement, including all annexes and schedules thereto, as it may be amended from time to time, the "Purchase Agreement") and, subject to the terms and conditions contained in the Purchase Agreement, Acquiror intends to purchase from 575M Company, L.P. a Delaware limited partnership ("575M Co."), all of its direct and indirect partnership interests in the Company and 575M Co. intends to sell such interests to Acquiror. Prior to such purchase, pursuant to the terms of the Purchase Agreement, the Seller Parties intend to effect a restructuring of the Company pursuant to which 575M Co. will own, directly or indirectly, all of the outstanding general partnership interests and limited partnership interests in the Company. B. Partner (i) owns and will own, from the date hereof until immediately prior to the Restructuring Merger, 150 units of limited partnership interest in the Company ("Partnership Interest") and (ii) will own, immediately following the Restructuring Merger, 150 units of partnership interest in 575M Co. ("New Partnership Interest"). C. In connection with the Ayco Sale, the Purchase Agreement provides for a payment of cash and shares of Acquiror Common Stock ("Shares") to be made to 575M Co. at the Closing as Closing Consideration, and from time to time following the Closing, as Continuing Consideration. D. 575M Co., immediately following its receipt of cash and Shares at Closing, intends to distribute to Partner, for no consideration, Partner's respective share of such cash and Shares in accordance with the Purchase Agreement. Partner will derive substantial value from Acquiror's execution, delivery and performance of the Purchase Agreement. E. As an inducement to, and a condition of, Acquiror's willingness to enter into the Purchase Agreement, and having reviewed the Purchase Agreement and the terms of the proposed Ayco Sale, Partner is executing this Agreement for the benefit of Acquiror, the Firm (as hereinafter defined), and each Acquiror Party. - 1 - {PAGE} NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in the Purchase Agreement, and intending to be legally bound hereby, Partner agrees as follows: 1. Approval of Purchase Agreement and Restructuring Merger Agreement; Voting Agreement; Termination. (a) Partner hereby (i) approves and consents to the Purchase Agreement and the Restructuring Merger Agreement attached thereto as Annex 6, the execution and delivery of each such agreement by the Company, and in each case the transactions contemplated thereby, including, without limitation, the Ayco Sale and the Restructuring Merger (collectively, the "Transactions"), all in accordance with the provisions of Sections 17-302(e) and 17-405(d) of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA") and Section 11.1 of the Amended and Restated Agreement of Limited Partnership of the Company (the "Company Partnership Agreement"), (ii) agrees to vote in favor of the adoption or approval of the matters described in clause (i) of this Section 1(a) or any other action required to consummate the Transactions and (iii) agrees to vote against, and to withhold consent from, any action or proposal that could compete with or could serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Partner hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by, each of the Purchase Agreement, including all exhibits and annexes thereto, and the Restructuring Merger Agreement, including all exhibits and annexes thereto, substantially in the form attached as Annex 6 to the Purchase Agreement, in each case, with such changes as a senior executive officer of the Company may approve, and to any and all amendments, waivers and supplements to the Purchase Agreement or the Restructuring Merger Agreement, or any of such exhibits and annexes thereto as may be entered into or delivered from time to time after the date of this Agreement. To the extent necessary and as permitted by applicable law, Partner hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the partners or other proceeding for the purpose of adopting and approving the Purchase Agreement, the Restructuring Merger Agreement, the Transactions or any related matters and (ii) acknowledges that Partner will not have, and expressly waives, any dissenters' or similar rights in connection with the Transactions. 2. Cooperation and Support; No Transfer of Partnership Interest. (a) Partner agrees to use Partner's reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the transactions contemplated by the Purchase Agreement as promptly as practicable and otherwise to enable consummation of the Transactions. Without limitation of the foregoing, Partner will timely execute and deliver all Supplemental Agreements, if any, to which he is to be a party as provided in the Purchase Agreement and appoints each of the Chief Financial Officer and the General Counsel of the Company, as his attorney-in-fact to execute and deliver any and all such Supplemental Agreements on his behalf. (b) From and after the date hereof, and until the earlier of the effective time of the Restructuring Merger (the "Effective Time") and the termination of the Purchase Agreement in accordance with its terms, Partner shall not Transfer (as hereinafter defined), directly or 203137	Goldman Sachs Goldman Sachs Group Inc. ( Investment Services ) As referenced in this Partner Agreement: Goldman Sachs Group, – y90040exv99wgg.txt {DESCRIPTION}PARTNER AGREEMENT {TEXT} {PAGE} EXHIBIT GG Partner Agreement PARTNER AGREEMENT, dated as of April 14, 2003 (this "Agreement"), between The Goldman Sachs Group, Inc., a Delaware corporation ("Acquiror") and John Breyo ("Partner"). Capitalized terms used but not defined herein shall have the meaning set forth _____________ GOLDMAN SACHS GROUP, – as Acquiror may reasonably deem necessary or desirable: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PARTNER'S AGREEMENT WITH THE GOLDMAN SACHS GROUP, INC. (THE "PARTNER'S AGREEMENT") AND A SHAREHOLDERS' AGREEMENT AMONG THE GOLDMAN SACHS GROUP, INC AND THE PERSONS NAMED THEREIN (THE "SHAREHOLDERS' _____________ GOLDMAN SACHS GROUP, – ARE SUBJECT TO A PARTNER'S AGREEMENT WITH THE GOLDMAN SACHS GROUP, INC. (THE "PARTNER'S AGREEMENT") AND A SHAREHOLDERS' AGREEMENT AMONG THE GOLDMAN SACHS GROUP, INC AND THE PERSONS NAMED THEREIN (THE "SHAREHOLDERS' AGREEMENT"), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE _____________ GOLDMAN SACHS GROUP, – GROUP, INC AND THE PERSONS NAMED THEREIN (THE "SHAREHOLDERS' AGREEMENT"), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE GOLDMAN SACHS GROUP, INC., AND WHICH, AMONG OTHER MATTERS, PLACE RESTRICTIONS ON THE DISPOSITION OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE _____________ GOLDMAN SACHS GROUP, – EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF APPLICABLE, SUCH OTHER SECURITIES LAWS AND FOLLOWING RECEIPT BY THE GOLDMAN SACHS GROUP, INC. OF A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT SUCH TRANSFER IS PERMITTED." The foregoing legends will be _____________ dt 148949 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) ;	John Breyo
Preview Full Doc	2003	Partner Agreement Partner Agreement (28K) Doc #996506: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.9 PARTNER AGREEMENT This partner agreement (hereafter called AGREEMENT) made this 20^th day of December 1999 is entered into by and between Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N. Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with principal place of business located at 3208 Commander, TX 75006. . . . 996506
Preview Full Doc	2003	Partner Agreement Partner Agreement (28K) Doc #996515: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.9 PARTNER AGREEMENT This partner agreement (hereafter called AGREEMENT) made this 20^th day of December 1999 is entered into by and between Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N. Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with principal place of business located at 3208 Commander, TX 75006. . . . 996515
Preview Full Doc	2003	Partner Agreement Partner Agreement (28K) Doc #996525: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.9 PARTNER AGREEMENT This partner agreement (hereafter called AGREEMENT) made this 20^th day of December 1999 is entered into by and between Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N. Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with principal place of business located at 3208 Commander, . . . 996525
Preview Full Doc	2002	Partner Agreement Partner Agreement (25K) Doc #1107758: Click preview link for longer preview. <DESCRIPTION>COPE PARTNER AGREEMENT <TEXT> RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), and COLLIN C. COPE, an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding Company operated Ruby Tuesday restaurants. B. The Partner desires to serve in such capacity pursuant to the terms and conditions of . . . 1107758	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Partner Agreement: RUBY TUESDAY, INC – EX-10 5 ex10_56.txt COPE PARTNER AGREEMENT RUBY TUESDAY, INC . PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), _____________ RUBY TUESDAY, INC – DESCRIPTION>COPE PARTNER AGREEMENT RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC ., a Georgia corporation ("RTI"), and COLLIN C. COPE, an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding _____________ RUBY TUESDAY, INC – WITNESS WHEREOF, RTI has executed and delivered by its duly authorized officer, and Partner has executed and delivered, this Agreement all as of the day and year first above written. RUBY TUESDAY, INC . By:/s/ Samuel E. Beall, III Title: Chairman and Chief Executive Officer PARTNER: /s/ Collin C. Cope COLLIN C. COPE _____________ dt 1468747
Full Doc	2002	Partner Agreement Partner Agreement (42K) Doc #1391325: This document is immediately available for purchase, but does not have a preview available for viewing. 1391325	Predictive Systems Predictive Systems Inc
Preview Full Doc	2001	Partner Agreement Partner Agreement (26K) Doc #839128: Click preview link for longer preview. RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), and ROBERT D. McCLENAGAN, JR., an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding Company operated Ruby Tuesday restaurants. B. The Partner desires to serve in such capacity pursuant to the terms and conditions of this Agreement. C. The . . . 839128	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Partner Agreement: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}8 {FILENAME}ex10_45.txt {DESCRIPTION}PARTNER AGR. B/ RTI AND ROBERT MCCLENAGAN 6/6/01 {TEXT} RUBY TUESDAY, INC . PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), _____________ RUBY TUESDAY, INC – MCCLENAGAN 6/6/01 {TEXT} RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC ., a Georgia corporation ("RTI"), and ROBERT D. McCLENAGAN, JR., an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner _____________ RUBY TUESDAY, INC – WITNESS WHEREOF, RTI has executed and delivered by its duly authorized officer, and Partner has executed and delivered, this Agreement all as of the day and year first above written. RUBY TUESDAY, INC . By:/s/Samuel E. Beall, III Title: Chairman and Chief Executive Officer PARTNER: /s/ Robert D. McClenagan, Jr. ROBERT D. McCLENAGAN, JR. {PAGE} IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, _____________ Ruby Tuesday, Inc – IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________ a total of _____________ shares of the Common Stock, par value $.01 per share, of Ruby Tuesday, Inc . registered in the name of the undersigned on the stock transfer records of Ruby Tuesday, Inc. and represented by Stock Certificate No(s). ________________ of Ruby Tuesday, Inc.; and _____________ Ruby Tuesday, Inc – total of _____________ shares of the Common Stock, par value $.01 per share, of Ruby Tuesday, Inc. registered in the name of the undersigned on the stock transfer records of Ruby Tuesday, Inc . and represented by Stock Certificate No(s). ________________ of Ruby Tuesday, Inc.; and the undersigned does hereby irrevocably constitute and appoint Daniel T. Cronk, his attorney-in-fact, to _____________ dt 1468743
Full Doc	2000	Partner Agreement Partner Agreement (50K) Doc #1562301: This document is immediately available for purchase, but does not have a preview available for viewing. 1562301	Viewlocity Viewlocity Inc

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