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PARTNERSHIP AGREEMENT THIS PARTNERSHIP AGREEMENT (the Agreement) is made and entered into upon the [date e.g.

16th] day of [month and year] (the Commencement Date); BETWEEN: 1. [Name of partner 1] of [home address of partner 1]; 2. [Name of partner 2] of [home address of partner 2]; 3. [Name of partner 3] of [home address of partner 3]; and 4. [Name of partner 4] of [home address of partner 4]. The above named shall collectively be known as Partners, and each a Partner. WHEREAS: The Partners wish to enter in to a general partnership with each other to carry out the Business (defined below). IT IS HEREBY AGREED as follows: 000000001. Definitions and Interpretation0000000000000000 1.1 In this Agreement (including the Recitals and the Schedules), except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below: Accounts means the annual financial statements or accounts of the Business prepared in accordance with the accounting principles, standards and practices generally accepted in [country]; Business means [description of what the partnership is set up for e.g. the online sale of flat-pack furniture products to household consumers]; Financial Year means the period of one calendar year from [start date of financial year e.g. 1st January] to [end date of financial year e.g. 31st December] each year; Partnership means the business relationship of all Partners with each other existing as a business organisation under this Agreement; Loss means the net loss in any Financial Year as detailed in the Accounts; and Profit means the net distributable profit in any Financial Year as detailed in the Accounts. 1.2 In this Agreement, unless the context otherwise requires: (a) references to Recitals and Schedules are to be construed as references to the recitals and schedules to this Agreement and references to this Agreement include its Schedules; words importing the singular include the plural and vice versa, words importing a gender include every gender;


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references to a person shall be construed as including references to an individual, firm, issuer, corporation, unincorporated body of persons or any state or any agency thereof; any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted; headings are for convenience of reference only and shall not affect the interpretation of this Agreement.



2. 2.1 2.2

Background The purpose of the Partnership shall be to undertake the Business. This Agreement shall be effective from the Commencement Date and shall continue in full force and effect indefinitely or until terminated in accordance with the terms of this Agreement. The Partnership shall be known as and shall undertake the Business under the trading name[s] of [trading name e.g.]. Management and Communication The Partners shall not carry out any of the following without consent from a unanimous [or majority] vote of all Partners: (a) offering or providing credit to any third party on behalf of the Partnership; (b) requesting or accepting credit from any third party on behalf of the Partnership; (c) offering, promising, or entering in to any substantial or long-term financial commitment on behalf of the Partnership, including without limitation guarantees, leases, licenses, subscriptions, retainers, or permanent employment; terminating any substantial or long-term financial commitment on behalf of the Partnership, including without limitation dismissal of personnel; engaging in any trade or commercial activities on behalf of the Partnership other than the Business; undertaking any action that may interfere with or negatively impact the Partnerships financial health or Profit; or completing or promising to complete any significant purchase on behalf of the Partnership.


3. 3.1


(e) (f) (g) 3.2 3.3

General communication between Partners shall be carried out primarily by electronic means including email and telephone. A physical meeting of all Partners (a Partners Meeting) may be requested by any Partner at any time, and upon receipt of such request all Partners must collaborate in good faith to meet as soon as practicable, and within

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[time e.g. one calendar month] at the latest. 3.4 In the event of any disagreement or dispute between the Partners, all Partners shall attend a Partners Meeting as soon as practicably possible, and within [time e.g. one calendar month] at the latest, and such disagreement or dispute shall be resolved by a majority vote of the Partners present. If any Partner shall have no reasonable justification, at the discretion of the other Partners, for not being able to attend a Partners Meeting, or take part in a vote of the Partners, within [time e.g. one calendar month] of receiving such request, then such Partner shall be excluded for the purpose of the meeting or vote. Duties Each Partner agrees to faithfully and diligently perform all necessary duties and functions in accordance with the Business and shall at all times use his or her best endeavours to further the Business. Each Partner shall work for the Partnership and make himself or herself available for communication with all other Partners for [duration e.g. at least 8 hours each day between Monday and Friday inclusive] or such alternative or additional times as may reasonably be required for the proper performance of the Partners duties. The primary place of work, where each Partner shall perform their duties pursuant to the Business, shall be [address or description of location]. The proper and usual books of account relating to the Partnership and the Business shall be maintained jointly by the Partners and shall be made available for inspection by any Partner at any time. Each Partner agrees to make the necessary entry in the books, and retain all necessary records, relating to all financial or accounting transactions that they may undertake or become involved with, such that the Accounts may be properly and efficiently compiled. Accounts shall be prepared each Financial Year by [name of accountant or financial partner] within [number e.g. 45] days following the end of the Financial Year. Each Partner agrees to cooperate fully and in a timely manner for the preparation of the Accounts. Each Partner agrees that they shall not undertake work outside of the Partnership that may amount to a conflict of interest with the Partnership, and they shall not have any interest, whether directly or indirectly, in a business that may place him or her in a conflict of interest with the Partnership. Notwithstanding, a Partner shall be permitted to hold up to a maximum of [number e.g. 5] percent of the issued shares or other securities of any class of any company whatsoever which is listed or traded on a recognised stock exchange.


4. 4.1


4.3 4.4



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