DEED OF PARTNERSHIP AGREEMENT
THIS AGREEMENT made the __________ day of ___________________ 20__ between
A. [Company Name] [Company No: ] a Malaysian Corporation formed in accordance to the Companies Act whose registered address and principal place of business is located at [ ] (hereinafter referred to as “Party A”) of the First Part
B. [Full Name] [NRIC ] of [ ] (hereinafter referred to as “The Investor”) of the Second Part.
WHEREAS The Investor shall form a partnership with Party A to jointly bid for the properties to be held in an auction proceeding on [date] at [location] stated as follows:
(a) [Description of Property 1] being assessment address [Address](hereinafter referred to as Property 1); and
(b) [Description of Property 2] being assessment address [Address](hereinafter referred to as Property 2); and
(c) [Description of Property 3] being assessment address [Address](hereinafter referred to as Property 3); and
(d) [Description of Property 4] being assessment address [Address](hereinafter referred to as Property 4); and
(e) [Description of Property 5] being assessment address [Address](hereinafter referred to as Property 5); and
The above Five Properties shall be collectively known as ‘All the Properties’ for the purpose of this Agreement. The particulars of all the Five Properties are enclosed herewith in Schedule 1 of this Agreement.
AND WHEREAS Party A and/or the shareholders of Party A are in the business of real estate investments.
AND WHEREAS Party A and The Investor have agreed to purchase All the Properties for a bidding or purchase price of Ringgit Malaysia [Insert Amount in words] [Insert Amount]. Each of the Property is for sale at a sum of Ringgit Malaysia [Insert Amount in words] [Insert Amount] together with a sum of Ringgit Malaysia [Insert Amount in words] [Insert Amount] being payment for assessment and all relevant outgoings to relevant authorities and improvement of the property.
AND WHEREAS The Investor and Party A have agreed to form this partnership by virtue of the terms and conditions hereinafter contained.
WHEREAS IT IS AGREED as follows:
1.1 In consideration of Party A’s intention to bid for the All the Properties stated hereinafter, the Investor has agreed to jointly participate equally towards the successful bidding of All the Properties to be held in an Auction Proceeding at [location] on [Insert Date].
1.2 The Investor shall invest the sum of Ringgit Malaysia [Insert Amount in words] [Insert Amount] [hereinafter referred to as the ‘said Investments’] and/or other payments incidental to the purchase of All the Properties mentioned above in Party A’s company and/or to issue the said payment to the Vendor or whoever mentioned in any documents to be executed in the Auction Proceedings to be determined by Party A.
1.3 In furtherance of the above, upon the execution of this Agreement, The Investor shall deposit the said Investment by way of bill of exchange or cheque payable to Party A whereby Party A shall hold said sum and shall utilize the said Investment for the purchase of All the Properties during the Auction Proceeding.
1.4 In the event after the purchase of All the Properties mentioned above and/or the execution of the above-said Properties, there are additional incidental costs incurred regards to the property including all necessary advertising, brokerage, payment of maintenance & service charges, payment of all outgoings, The Investor shall pay all the necessary expenses upon notice by Party A of the nature of the expenses.
1.5 Upon the successful bidding of All the Properties at the Auction Proceeding, it is agreed between the Parties hereto that the beneficial and/or registered owner of All the Properties mentioned hereinafter shall be under Party A’s and/or whoever Party A nominate name.
1.6 Notwithstanding whatever stated hereinafter and provided all parties complies with all relevant terms in this Agreement, Party A shall hold 50% of All the Properties on trust for The Investor and upon the sale of any or All of the Properties at any moment in time after the execution of this Agreement, Party A shall distribute the investment cost for each of property to Party A together any profit arises [if any] saved for any cost directly and/or incidental towards the purchase, maintenance and subsequent sale of the property incurred by Party A.
1.7 For the purpose of realization of the capital and profits by way of sale of each and/or All of the Properties, the Investor has agreed to appoint Party A as the sole exclusive marketing agents at a minimum selling price of Ringgit Malaysia [Insert Amount in words] [Insert Amount].
1.8 The said appointment shall be for a tenure of two (2) months from the completion of the properties with an automatic renewal of [ ] months in the event both Parties agree to the said extensions.
1.9 The capital and profits of the partnership shall [unless the Parties subsequently agree] shall belong to the Partners in equal shares held by respective Parties and both Parties shall bear for all losses and/or expenses in the same proportion as they share in the profits.
1.10 In the event this Agreement is terminated due to the breach of Party A, the Investor has shall have the right to terminate this Agreement and Party A shall refund all payments already invested/paid to Party A or nominated agents free from interest to the Investor.
1.11 In the event any of the Properties are sold, all payments shall be deposited in Tan & Partners being solicitor to receive the said disposal or sale and in such events, after deducting all payments incidental to the sale of the property with documentary evidence, the remaining sum shall be distributed equally to Party A and the Investor.
2. RELATIONSHIP OF THE PARTNERS
2.1 Each Partner shall be just and faithful to the other and shall devote his or her best effort and whole time and attention to the partnership business.
2.2 Partner B shall without the consent of the other:
2.2.1 charge and/or encumbered any or All the Properties in any manner with any Financial Institutions or otherwise.
2.2.2 except in the ordinary course of business draw accept or indorse any cheque or other bill exchange or give any security or promise for the payment of money.
2.2.3 form any partnership with any 3rd parties pertaining to All the Properties mentioned hereinafter.
3.1 In the event the Investor breaches any of the terms and conditions hereinafter contained, Party A shall be entitled to terminate this Agreement and all payments paid for the purpose of this Agreement shall be treated as agreed liquidated damages to Party A.
3. 2 In the event Party A breaches any of the terms and conditions hereinafter contained, The Investor shall be entitled to specific relief and/or to terminate this agreement and seek for total refund of the payment made.
3.3 In the event Party A is unable and/or delayed in the sale of any or All of the Properties, The Investor shall be entitled to with the consent of Party A jointly appoint another Real Estate Agent to dispose and/or sell any or All of the Properties.
4. NON-DISCLOSURE AND NON USE UNDERTAKING OF RECIPIENT
4.1 Except for the purpose this Agreement, Both Parties agrees that it will not directly or indirectly make use of, disseminate or in any way disclose any Confidential Information of Partners to any person, firm or business, except to the extent necessary for negotiations, discussion and consultations with personnel or authorised representatives of Partners and any purpose Partners may hereafter authorise in writing; The existence of any business negotiations, discussion, consultations or agreements between the Partners shall not be released to any form of media without the prior written approval of Partners. Both Parties agrees that it shall treat all Confidential Information of the Business with the same degree of care as it accords to its own confidential information.
Partners to indemnity and keep indemnified the Existing Partners from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and cost incurred by Partners resulting from a breach of this Agreement by Existing Partners including:
5.1 any act neglect or default of Existing Partners employees licensees or customers.
5.2 breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the conduct of the Business in the Territory.
6 NO WARRANTIES
Not to make any representations to customers or to give any warranties other than those agreed among Partners.
In the event that any provision of this Agreement or these Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without legally or at the discretion of the Company it may be severed from this Agreement or the remaining provisions of this Agreement shall remain in full force and effect unless the Company in its discretion decides in which event the Company shall be entitled to terminate this Agreement.
8 WHOLE AGREEMENT
The Company acknowledges that this Agreement and these Conditions contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Company or its employees or agents and has made its own independent investigations into all matters relevant to the Business.
9 SUPERSEDES PRIOR AGREEMENTS
This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date/Date of this Agreement but without prejudice to any rights which have already accrued to either of the parties.
10 CHANGE OF ADDRESS
Each of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar numbers as soon as practicable and in any event within forty-eight (48) hours of such change or acquisition.
Any notice given by either of the Partners shall be served by personal delivery or by registered post to the address of the other Partner as set out in this agreement or as notified for that purpose from time to time. Any such notice shall be deemed to be effectively served (in the case of registered post) 48 hours after it has been placed in the post.
12 JOINT AND SEVERAL
All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plurals and the successors in tile to the parties.
Each of the parties shall pay the costs and expense incurred by it in connection with this Agreement.
14. BINDING ON SUCESSOR
This agreement shall be binding upon each party’s successors in title and assigns and personal representative (as the case may be).
15. GOVERNING LAW
This Agreement shall be governed by and construed in all respects in accordance with Malaysian Law and the parties irrevocably agree that the Courts of Malaysia shall have exclusive jurisdiction in respect of any dispute suit action or proceedings which may arise out of or in connection with this agreement.
16. NO VARIATIONS EXCEPT BY WRITING
No provision of this Agreement may be voided, amended, waived, discharged, absolved or terminated verbally nor may any breach or omission of any provision of this Agreement be waived or condoned verbally save with the consent of the parties hereto in writing.
17. NO WAIVER OF RIGHTS
No failure or delay on the part of the parties hereto in exercising nor any omission to exercise any right, power, privilege or remedy accruing to them hereunder upon any default on the part of the other party shall impair any such right, power, privilege or remedy or to be construed as a waiver thereof or an acquiescence in such default nor shall any action by any party in respect of any default by the other party or any acquiescence in any such default affect or impair any right, power, privilege or remedy of any party in respect of any other or subsequent default.
IN WTINESS WHEREOF the parties hereto have hereunto set their respective hands the day and year first above written.
PARTY A )
Signed by )
in the presence of: )
The Investor )
Signed by [Name] )
in the presence of: )
DATED THIS DAY OF 20__
DEED OF PARTNERSHIP AGREEMENT