Partnership (Deed)

 

THIS PARTNERSHIP AGREEMENT is made the                   day of        20

 

BETWEEN

(together called ‘the Partners’)

 

IT IS AGREED as follows:-

 
1.                  PARTNERSHIP
 

1.1       The Partners shall carry on business in partnership as                 under the firm name of              of                     or such other places as the Partners shall agree.

 

1.2              The Partnership shall commence at the date of this agreement and shall continue until it is terminated as provided in this agreement.

 
2.                  FINANCIAL
 

2.1              The capital and profits of the partnership shall (unless the Partners otherwise agree) belong to the Partners in equal shares and they shall bear all losses in the same proportion as they share in the profits.

 

2.2              The Partners shall keep books of account and such other records as are usual in a business of the same type as the partnership business and such account shall in addition show the account of each Partners in respect of his or her share of the capital and the profits of the partnership.

 

2.3              The Partners shall open an account in the name of the partnership at       of and the signatures of both Partners shall be required for all cheques drawn and other instruments and instructions given in connection with such account.

 

2.4              The Partners shall appoint a firm of chartered or certified accountants as auditors to the partnership

 

2.5              The financial year of the partnership shall end on                      and an annual balance sheet and profit and loss account shall be prepared as at that date and as soon as possible afterwards showing what is due to each Partner in respect of the capital and profits of the partnership. Such balance sheet shall forthwith be signed by each Partner who shall be bound by the contents of the balance sheet and the profit and loss account unless some manifest error is found within 6 months after he or she has signed in which case such error shall be rectified.

 

2.6              Each Partner shall be entitled to draw out of the partnership bank account on account of his or her share of the profits such monthly sum as shall be agreed between the Partners. As soon as both the Partners have signed the balance sheet they shall agree to make such further drawings (or repayments as the case may be) in respect of profits or capital or both as are prudent in the circumstances having regard to the requirements of the partnership business.

 
3.                  RELATIONSHIP OF THE PARTNERS
 

3.1              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.

 

3.2       Each Partner shall be entitled to take                 weeks holiday each year at times agreed by the other Partner.

 

3.2              Neither Partner shall without the consent of the other:

 

3.2.1        engage in any business other than the partnership business or

 

3.2.2        engage or dismiss any partnership employee or

 

3.3.3        become bail or guarantor for any person or

 

3.3.4        lend any partnership money or property or

 

3.3.5        release any debt due to the partnership or

 

3.3.6        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.

 

4.         TERMINATION

 

4.1       The partnership may be terminated by either Partner giving to the other not less than       months’ notice in writing at any time.

 

42        If the partnership is terminated in any way then the Partner who gave notice or (if no notice was given) the Partner in respect of whom the event occurred which gave rise to termination may within               days after the notice was given or the event occurred give notice to the other Partner or his or her personal representatives trustee or receiver as the case may be electing either to have the partnership wound up under the Partnership Act    or to purchase the share of the other Partner at the net value of such share.

 

4.3              The net value for the purposes of clause 4.2 shall be agreed between the Partners or their respective successors in title (as the case may be) or in default of such agreement shall be determined by the partnership accountants. In so determining the accountants shall act as experts and not as arbitrators and their professional charges shall be borne by the Partners in equal shares.

 

4.4              In agreeing such net value the value of goodwill of the partnership shall be taken into account.

 

4.4.1        On a purchase of a share under this clause 4 the purchase money shall be paid within                 months after the date of termination and with interest at the base rate of the partnership bankers plus                   per cent from the date of termination until the date of payment.

 
5.                  NOTICES
 

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.

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