§ 40. Rules determining rights and duties of partners. The rights and
duties of the partners in relation to the partnership shall be
determined, subject to any agreement between them, by the following
rules:

1. Each partner shall be repaid his contributions, whether by way of
capital or advances to the partnership property and share equally in the
profits and surplus remaining after all liabilities, including those to
partners, are satisfied; and except as provided in subdivision (b) of
section twenty-six of this chapter, each partner must contribute toward
the losses, whether of capital or otherwise, sustained by the
partnership according to his share in the profits.

2. Except as provided in subdivision (b) of section twenty-six of
this chapter, the partnership must indemnify every partner in respect of
payments made and personal liabilities reasonably incurred by him in the
ordinary and proper conduct of its business, or for the preservation of
its business or property.

3. A partner, who in aid of the partnership makes any payment or
advance beyond the amount of capital which he agreed to contribute,
shall be paid interest from the date of the payment or advance.

4. A partner shall receive interest on the capital contributed by him
only from the date when repayment should be made.

5. All partners have equal rights in the management and conduct of the
partnership business.

6. No partner is entitled to remuneration for acting in the
partnership business, except that a surviving partner is entitled to
reasonable compensation for his services in winding up the partnership
affairs.

7. No person can become a member of a partnership without the consent
of all the partners.

8. Any difference arising as to ordinary matters connected with the
partnership business may be decided by a majority of the partners; but
no act in contravention of any agreement between the partners may be
done rightfully without the consent of all the partners.