PARTNERSHIP AGREEMENT BETWEEN TWO INDIVIDUALS

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, and Mr. '........................................'. residing at ... hereinafter referred to as the 'Party of the Second 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 'at will'.

3. The business of the partnership (hereinafter referred to as the 'Firm'] shall consist of buying, selling and otherwise dealings in all machinery and spare parts and of such other incidental business as the partners may from time to time decide.

4. The office of the partnership shall be at ……The parties may open branches at such other places as they may agree upon from time to time-

5. The parties have contributed towards the initial capital of the Firm a sum of Rs………..each and they agree to contribute such further capital or as loan such further amount as may be required for the business. Such contribution towards capital or loan will carry interest at the rate of 18% per annum or at such rate as may be allowed under the Income Tax Act and the same will be credited to their respective accounts.

6. Both the parties will act as working partners and will be entitled to renumeration not exceeding the limit prescribed by section 40 (b) (v) of the Income Tax Act as deduction from the gross income of the firm.

7. Each of the partners will be entitled to draw such monthly amount for his personal expenses as may be mutually agreed to and such amount will be debited to his account with the firm and included in his share 01 profits.

8. The net profits and losses of the firm will be shared by the partners hereto in equal shares or proportion. Net Profits will mean the gross profits earned in such year less the expenses of the management of the business including the rent of the premises of the firm, the outgoings in respect of the salaries and wages of the staff, commission paid together, and all other expenses incurred in connection with the business allowable as deduction under the Income Tax Act.

9. The accounting year of the Firm will be from 

10. 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 Account.

11. The books of account 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.

12. All the working staff such as clerks, peons, accountants, cashiers, salesmen and others will be appointed by the joint consent of the parties, and their wages and salaries and other emoluments will be fixed by mutual consent.

13. Each of the partners 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 the other.

(c) render true accounts and full information of all moneys and dealings affecting the Firm to the other.

(d) indemnify the Firm for or against any loss caused to it by his wilful negligence or fraud in the conduct of the business.

(e) not carry on any business similar to the business of the Firm or any other business anywhere without the consent of the other partners.

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

(g) not withdraw any amount for his own benefit or use as remuneration or otherwise without the consent of the others.

(h) 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.

14. All the tangible and intangible assets of the Firm including the goodwill, stock-in-trade, benefit of business licenses and permits, benefits of contracts entered etc. will belong to the partners in equal shares and the property of the Firm shall be used by the parties exclusively for the business of the Firm.

15. Every party shall account for the profits earned from any transaction of the Firm or by the use of the property in any business transaction of the Firm.

16. 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 any claim of the Firm.

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

(c) Admit any liability of the Firm,

(d) acquire or dispose of any immoveable or moveable property, except the stock in trade in the ordinary course of business.

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

(f) assign or transfer his share or any interest in the Firm.

(g) Admit any person as a partner in the Firm.

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

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

(j) stand as guarantor or surety for any person, in the name of the Firm or for and on behalf of the Firm.

17. The partners shall open 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 any one of the partners hereto.

18. If any party hereto desires to retire from the Firm or to dissolve the Firm he shall give to the other atleast one month's previous notice to that effect and on the expiration of the notice period the Firm shall stand dissolved.

19. If any partner retires from the Firm and the partnership is dissolved and on such dissolution the business of the Firm is taken over by one partner, the other partner 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,

20. 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 a common arbitrator if agreed upon, failing which to two arbitrators one to be appointed by each party to the dispute and the arbitration shall be governed by the Arbitration and Conciliation Act of 1996.

21. The parties shall, as early as possible but in any event within the prescribed period if any 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.

22. This Deed is executed in duplicate and one copy will remain with the party of the First Part and the other will remain with the party of the Other Part.

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