THIS PARTNERSHIP AGREEMENT is made the day and year stated in
Section 1 of the First Schedule hereto between the several persons whose names and addresses are respectively stated in Section 2 of the First Schedule hereto.
NOW THIS AGREEMENT WITHNESSETH as follows :-
1. The parties hereto are desirous of carrying on business of a restaurant under the name of …………………in partnership upon the terms and conditions stated hereinafter.
2. (a) The partnership shall commence on the …………
(b) Subject to the provisions for retirement expulsion and dissolution hereinafter contained, the partnership shall continue during the joint lives of the parties hereto and the survivors of them.
(c) Neither the retirement nor expulsion of any party hereto in accordance with any provisions of this Agreement nor the death of any such party shall determine the partnership as between the other parties.
3. (a) The business of the partnership shall be carried on at ………………. or at such other place or places as the partners hereto may time to time agree upon.
(b) Forthwith upon the execution of this Agreement the partners hereto shall take up a tenancy of the a premises for a period of ……….. from the ………at a monthly rental of Ringgit Malaysia…… .(RM….)only. Such rental for the partnership business be borne by the partnership.
4. (a) The initial capital of the partnership shall be Ringgit Malaysia … (RM …) only to be contributed by the partners hereto in accordance to their profit and loss sharing ratio as stated in Schedule 1.
If at any time hereafter any further capital is required for the purpose of the partnership the same shall, unless otherwise agreed, be contributed by the partners in the same ratio. The partners shall be entitled to interest on the capital brought in by them.
(b ) The capital for the time being of the partnership shall belong to the partners in the proportions in which it has been contributed by them.
5. The profits and loses of the partnership (including profits and loses of a capital nature) shall belong to and be borne by the partners hereto in accordance to their shareholdings as stated in Schedule 1 of this Agreement.
6. (a) Proper books of account giving a true and fair view of the partnership business shall be kept properly posted and such books shall be kept at the principal place of business of the partnership or other offices of the partnership as may be agreed upon and each of the partners hereto shall be entitled to have inspection of the said books of account and shall also be entitled to copy or extracts there from at all times.
(b) A profit and loss audited account shall be taken in every year on the……( or on such other day or days as the partners may from time to time agree) and balance sheet at the same date shall be prepared and thereafter shared among the partners method mutually agreed.
(c ) Every such account and balance sheet shall be signed by the partners ( or audited by the auditors of the partnership) and shall thereupon become binding on him.
( d) The accounting year of the partnership shall be from….to….of the next year.
( e) Simple interest at the rate of 10% per annum or at such other rate as may be mutually agreed upon or such rate not exceeding rate as may be prescribed by the income tax Act or any other statutory modification or re-enactment thereof in force from time to time shall be payable on the amounts of the capital of the Partners with effect from ………
7. (a) All partnership monies not required for current account and all cheques shall be paid promptly bank into the partnership bank account and all securities shall be promptly deposited in the name of the restaurant with the partnership bankers.
(b) The Bankers of the Partnership shall be such bank or banks as the partners may from time to time agree upon and such bank account or accounts shall be operated by such partners or partner as the parties hereto may from time to time agree upon.
8. The Third Partner has undertake to obtain all necessary approval and licenses from the relevant authorities to operate the restaurant legally.
9. Each partner shall at all times :-
(a) show the utmost good faith to the other partners in all matters relating to the partnership.
(b) conduct himself in a proper and responsible manner and use his best skill and endeavours to promote the partnership business.
(c) Duly and punctually pay and discharge his separate and private debts and liabilities and keep the partnership property and the others partners and their respective estates and effects indemnified against the same and against all actions proceedings costs claims and demands in respect thereof.
10. Each Partner shall without the consent of the Other Partner :-
(a) Engage or ( except for gross misconduct) dismiss any employee of the partnership .
(b) Except in the ordinary course of business and for the benefit of the partnership pledge the credit of the partnership or incur any liability or lend any monies on behalf of the partnership.
(c) Lend money or give credit on behalf of the partnership to or have any dealings with any person company or firm with whom the other partners shall have previously requested him not to deal and any loss incurred through any breach of this provision shall be made good to the partnership by the other partner committing the breach.
(d) On behalf of the partnership buy order or contract for any goods or property exceeding the value of RM…… and any goods or property bought ordered or contracted for any partner in breach of this provision shall be taken and paid for by him and shall be his separate property unless the other partners shall elect to adopt the transaction on behalf of the partnership.
(e) Give any guarantee.
(f) Enter into any bond or become bail or surety for any person or knowingly cause or permit or suffer to be done anything whereby the property of the partnership may be taken in execution or otherwise endangered.
(g) Assign, mortgagor charge his share in the partnership or any part thereof or enter into partnership with any other person concerning such share or any part thereof.
(h) Compromise or compound or ( except upon payment in full) release or discharge any debt due to the partnership.
11. If any partner shall desire to retire from the partnership he may do so after giving three(3) months notice in writing of his retirements shall retire from the partnership on the expiry of the notice.
12. A partner shall be deemed to retire from the partnership:-
a) On the account date next following his seventieth birthday or on such later account date as the other partner may agree in writing:
b) On the expiry of not less than three (3) months notice in writing requiring him to retire given to him by the other partners at a time when by reason of illness injury or other cause he is unable to perform his duties as a partner and has been so unable throughout the period of six (6) months immediately preceding the service of the notice unless before the expiry of such notice he resumes his partnership duties to the reasonable satisfaction of the other partner;
c) On the service upon him of notice in writing requiring him to retire given by the other partner at any time after he has become insane.
13. If any Partner:-
a) Shall commit any grave breach of this Agreement or shall commit persistent breaches of this Agreement; or
b) Shall commit an act of bankruptcy or be adjudicated bankrupt; or
c) Shall fail to pay any monies owing by him to the partnership within fourteen (14) days of being requested in writing to do so by the other partners; or
d) Shall be guilty of any conduct likely to have a serious effect upon the partnership business;
e) Shall in the opinion of the other partners fail to perform his duties as a partner to the reasonable satisfaction of the other partners for a continuous period of six (6) months. The first partner shall be entitled to give him period of six (6) weeks from the expiry of the said six (6) months or the occurrence of any of the events abovementioned to rectify the matter if it is capable to rectification failing which the other partners shall be entitled by notice in writing given to him to expel him from partnership.
14 (a). The provisions contained in the Second Schedule hereto shall apply on the death of any partner.
(b) Subject is provided in the next Clause the provisions contained in the Second Schedule hereto shall also if any whenever any of the partners retires or is deemed to have retired or is expelled from the partnership in accordance with any provisions of this Agreement.
15. In the event of the death or retirement of the outgoing partner, all payments owing and due hereunder to the outgoing partners shall be made to his heirs or personal representatives to the outgoing partner shares is transferable to his heirs or personal representatives.
16. Any notice hereunder shall be sufficiently given to or served on the person to whom it is addressed if it is given personally or sent in a prepaid letter by registered post addressed to the person at his last known address.
17. Time wherever mentioned is of the essence of this Agreement.
18. The rights, powers, duties and obligations of the partners hereto shall be governed by the Malaysian Partnership Act or any other statutory modification or reenactment thereof.
19. All cost incurred in the preparation of this agreement including stamp duty shall be borne equally by all parties.
20. The Third Party shall annex and hereby accept the responsibilities and the manner of operation of the restaurant as a skilled and experience business owner being a working partner as stated in the Third Schedule subject to approval of other partners of this Agreement attached with covenants to comply with determine by the other partners(if any).
21. The First and Second Partner shall finance this partnership based on ratio stated in Schedule 1 on the undertaking of the third party to run the business independently using his best skills and devote his time and attention in every way to profit the partnership business to a maximum profits.
22. In any event the partnership is sued by any third party in whatsoever manner due to the negligence of non performance skills or any other matter related to in the ….. third partner shall indemnify the First Partner and Second Partner accordingly for such negligent occurrences.
23. The First, Second and Third Schedules shall be taken read and construed as an essential part of this Agreement
24. If any disputes arises between the parties hereto in respect of the partnership , the same shall be referred to the Arbitration governed by the Arbitration Act as may be in force.
25. (a) In this Agreement and the Schedules hereto unless the context otherwise require:-
“account date” means a date upon which a profit and loss account is to be taken in accordance with the provisions of this Agreement;
“First partners and Second Partner and Third Partner” refers to the parties hereto or those of them for the time being remaining in partnership upon the terms of this Agreement as stated in Schedule 1 of this Agreement;
(b) In the Schedule hereto unless the context otherwise require:-
“outgoing partner” refers to any party hereto who has ceased to be a partner by reason of his death or in consequence of his retirement or explusion in accordance with any provision of this Agreement and where the circumstances so require the expression shall be deemed to include a reference to his personal representatives trustees in bankruptcy or receivers;
“succession date” means in relation to an outgoing partner the date of his retirement, death or explusion as the case may be;
“continuing partners” refers to the persons or person in partnership with an outgoing partner immediately prior to the succession date applicable to that outgoing partner.
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IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and year herein written.
1. Signed by the First Partner )
in the presence of :- ) ……………………………..
2. Signed by the Second Partner)
in the presence of :- ) ………………………………..
3. Signed by the Third Partner )
in the presence of :- ) ………………………………….