PARTNERSHIP AGREEMENT BETWEEN FOUR PARTNERS

THIS DEED OF PARTNERSHIP is made at...on this...day of. 20…. between Mr. .............................................................. residing at... hereinafter referred to as the Party of the First Part', Mr. ......................................................, residing at... hereinafter referred to as the Party of the Second Part', (3} Mr. ...................................................., residing at ... hereinafter referred to as the Party of the Third Part,' and [4} Mr. ......................................................, residing at... hereinafter referred to as the Party of the Fourth Part.

WHEREAS

The parties hereto have proposed to commence and carry on business in partnership on the following terms and conditions and have proposed to execute this Deed.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. The parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein set out, in the name and style of M/s...

2. The partnership shall commence from the ... day of... and the period of the partnership shall be five years from the date hereof. The parties may extend the said period by mutual consent as hereinafter provided.

3. The business of the partnership (hereinafter referred to as the 'Firm') shall consist of... and of such other business as the partners may from time to time mutually decide.

4. The office of the partnership shall be at ... The parties may open branches at such other places as may be agreed upon.

5. The Party of the First Part has agreed to bring into the partnership his immoveable property described in the Schedule hereunder written and for the purpose of his capital contribution it is valued at Rs... and that amount will be credited to his account as his capital contribution. The other parties shall contribute in cash towards their shares in the initial capital of the firm in proportion to their respective shares in the profits and losses of the Firm as hereinafter mentioned. The partners will contribute such further amounts towards the capital of the firm , as may be required from- time to time. The amount to the credit of each as his contribution to the capital of the firm or the amount of loan if any advanced by a partner will be entitled to carry interest at the rate of 18% per annum or at such other maximum rate as may be allowable as deduction under the Income Tax Act.

6. The net profits and losses of the firm will be shared by the partners hereto in the following proportions namely Party of the First Part .......................................Party of the Second Part... ..............................., the Party of the Third Part... ............. and the Party of the Fourth Part... ........................... The Net profit will mean the gross profits earned in each year less the expenses of the management of the business including the rent of the premises of the firm, outgoings in respect of the salaries and wages of the staff, commission paid to others, and all other expenses incurred in connection with the business and allowed as deductions under the Income Tax Act. Any expenditure which is not allowed as deduction for the purpose of income tax shall be shared and contributed by the parties in the shares mentioned above.

7. The accounting year of the Firm will be from 

8. At the end of each accounting year, an account of the business carried on in that year will be made and a statement of accounts, namely, a Balance sheet and Profit and loss Account will be prepared and signed by the partners. If necessary or required by law the accounts will be got audited by a Chartered Accountant.

9. The Party of the First Part will be the Managing or working Partner and will be mainly responsible for carrying on the day to day business of the Firm. All policy decisions will, however, be taken with the consent of the partners as hereinafter provided. He will be paid a salary/remuneration of Rs. - P.M. or at the rate of 40 percent on the book profit whichever is higher.

10. The Managing Partner will have the power (i) to execute any documents on behalf of the Firm in respect of any transaction agreed upon by the Partners, hereto (ii) to represent the Firm while dealing with outsiders, (iii) to represent the Firm in any court matter and for that purpose to sign and declare pleadings, affidavits and other papers, to appoint advocates and to do all other things required to be done in that behalf (iv) to purchase and sell articles and things in which the Firm would be dealing for its business and (v) to do all acts and things required for the business of the Firm except those which are required to be done with the consent of the other partners under these presents.

11. The Party of the Fourth Part has agreed to be a sleeping partner and will not be bound to attend to the day to day business of the Firm nor will he interfere in the day to day business of the Firm, The Parties of the Second and Third Part will be entitled to attend to the business of the Firm as and when they choose but they will not be entitled to any monthly remuneration.

12. The party of the First Part will be entitled to draw every month apart from his monthly remuneration a sum not exceeding Rs... for his personal expenses and each of the other Partners will be entitled to draw towards his personal expenses a sum not exceeding Rs... The amounts so withdrawn will be debited to the respective accounts of the parties in the books of the Firm and will be taken into account while ascertaining his share in the net profits of the Firm.

13. All the policy and other decisions, except those relating to day to day business of the Firm, will be taken by majority of the partners present at the meeting called for the purpose or by issuing a circular to those available within a reasonable time required but in case of equality of votes, the Managing Partner shall have an additional vote for the purpose of deciding the matter. Such decisions will however be binding on all the partners.

14. The Books of accounts and all other record of the Firm will be always kept at the office of the Firm and will be open for inspection by any of the partners hereto at any time.

15. All the working staff such as clerks, peons, accountants, cashier, salesmen and others will be appointed by the Managing Partner with the consent of atleast any one of the other partners, and their wages and salaries and other emoluments will be fixed in the same way.

16. Each of the partners hereto, subject to what is herein otherwise provided, shall -

(a) participate and attend to the business of the firm to the greatest common advantage of the Firm.

(b) be just and faithful to each other.

(c) render true accounts and full information of all moneys affecting the Firm to the other indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.

(d) Not carry on any business similar to the business of the firm or any other business anywhere without the consent of the other partner/s.

(e)attend to the business of the Firm diligently and actively.

(f) Not withdraw any amount for his own benefit or use as remuneration or otherwise without the consent of the other, except to the extent hereinbefore provided.

(g) be entitled to be indemnified by the Firm in respect of payment made and liabilities incurred by him-

(i) in the usual and proper course of business of the Firm, and

(ii) in doing any act for protecting the Firm from loss in emergency.

17. All the tangible and intangible assets of the firm including the property described in the Schedule hereunder written, the goodwill, stock- in-trade, benefit, of business licenses and permits, benefits of contracts entered etc, will belong to the parties in proportion to their respective shares in the profits of the firm and the property of the firm shall be used by the parties exclusively for the business of the Firm.

18. Every party shall account for the profit earned from any transaction of the Firm or from the use of the property in any business transaction of the Firm.

19. Subject to what is herein otherwise provided, any party hereto shall not, without the consent of the other -

(a) submit any dispute with any other person to arbitration or compromise or relinquish the claim.

(b) withdraw any suit or legal proceedings filed by the firm.

(c) Admit any liability of the Firm.

(d) acquire or dispose of any moveable or immoveable property,

(e) except the stock- in trade in the ordinary course of business.

(f) enter into partnership or other business unilaterally with any other person.

(g) assign or transfer his share or any interest of the Firm.

(h)admit any person as a partner in the Firm.

(i) borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm.

(j) enter into any contracts except contracts in the regular course of business of the Firm.

(k) stand as a guarantor or surely for any person in the name of the Firm or for and on behalf of the Firm.

20. The partners shall open in the name of the Firm one or more accounts either current., saving or overdraft or cash credit with one or more banks as may be agreed upon by the partners and the account or accounts will be operated by the Managing Partner and any one of the other partners.

21. No partner shall be entitled to dissolve the partnership during the said period of 5 years. But if any party hereto desires to retire from the Firm he shall give to the others atleast one month's previous notice to that effect and on the expiration of the notice period he shall be deemed to have retired from the partnership.

22. If any partner retires from the Firm he will not be entitled to carry on the same or similar business as that of the Firm, within an area of two kilometers from the office of the Firm and for a period of two years from the date of retirement and he shall not carry on any business in the same name as that of the Firm.

23. If any partner retires from the partnership, an account will be made of the assets and profits or losses of the Firm since the end of the last accounting year till the date of retirement and his share therein will be ascertained in cash and the same will be paid to him in lump or in such instalments as may be agreed upon or in the absence of agreement as the majority may decide.

24. The Partnership will stand dissolved on the expiration of the said period of five years unless the partners or any of the majority of them decide to continue the partnership for such further period as may be decided by the majority, the Managing Partner having an additional vote, in case of equality of votes and in that case the partnership shall be deemed to continue for such extended period. If, however, any partner does not desire to continue as partner, after the expiration of the said period he shall be deemed to have retired from the partnership and the same consequences will follow as if he had retired during the said period. The insolvency or death of any partner shall not dissolve the partnership between the other partners.

25. On dissolution of the partnership an account will be made of the assets and property or losses and the share of each partner will be ascertained and paid out of the assets of the firm in specie or by sale of the assets or any part thereof provided that, subject to the payment of liabilities and the shares of the partners, the property described in the schedule hereunder written, if not sold earlier, or required to be sold will be retained to the Party of the First in lieu of his share.

26. If any dispute or difference shall arise between the parties hereto touching the business of the Firm or interpretation of any provision hereof or otherwise, howsoever relating to the Firm and its business, the same shall be referred to arbitration of an arbitrator if agreed upon, failing which to two or more arbitrators one to be appointed by each party or by a group of parties to the dispute and the arbitration shall be governed by the Arbitration and Conciliation Act, 1996.

27. The parties, shall, as early as possible but in any event within the prescribed period get the Firm registered under the Partnership Act, 1932 and registered under or notified to the I. T. Office as required by the Income Tax Act, 1961.

28. This deed is executed in four copies and one copy will remain with each of the parties hereto.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.

Signed and delivered by the within-named Mr. ..................... in the presence of

Signed and delivered by the within-named Mr. ....................... in the presence of

Signed and delivered by the within-named Mr...................................... in the presence of

Signed and delivered by the within-named Mr. ............................................... in the presence of ...