PARTNERSHIP AGREEMENT

This second contract of partnership agreement is made this 28th day of July, 2019, by and between the
following individuals:

 KRYSTALLINE BALUTAN-DUCUSIN, of legal age, residing at Brgy. Sto Nino 1st, San Jose
City, Nueva Ecija (First Party)

 MA. BERNADETH MALIWAT PAGUIO, of legal age, residing at San Roque Ext., Abar 1st,
San Jose City, Nueva Ecija (Second Party)

NATURE OF BUSINESS:
The parties hereby agreed to form a partnership with a business name of KRYZZEPH LEARNING
ACADEMY located at PADILLA ST., BRGY. F.E MARCOS, SAN JOSE CITY, NUEVA ECIJA, and
branch located in RAMAR VILLAGE, BRGY. MALASIN, SAN JOSE CITY, NUEVA ECIJA.

PURPOSE OF THE AGREEMENT:

This second contract of agreement was made and requested by the Second Party for the following
purposes:
1. To avoid discrepancies for both parties that may result in further misunderstandings and derailment of
the venture of this specific partnership that can affect the partnership and worse, the operations and
management of the business.
2. To establish a firm and stable ground of agreement between the two parties.
3. To create and establish the scope and limitations of the both parties, at the same time to give emphasis
on the importance of both parties in the decision-making and resolving of issues for the benefit of the
partnership.
4. To ensure that parties honesty, transparency, and integrity are the core values of this specific
partnership to enable the parties to create a harmonious working relationship which will benefit the
venture.
5. To achieve the ultimate goal of providing the best services to its clientele.
CAPITAL CONTRIBUTION, PROFIT SHARING & LOSSES
Both parties have acknowledged that a sum of SEVENTY THOUSAND PESOS (PhP 70,000) in cash
has been contributed by the second party. The amount was paid in two partial payments, the first one
amounting to FIFTY THOUSAND PESOS (PhP50,000) was given last JUNE 05, 2019 while the
remaining SEVENTY THOUSAND PESOS (PhP20,000) was given last JULY 28, 2019.
The abovementioned amount was used in paying the unpaid balance of the first party in an existing loan
with another person, and the other portions were used to the present operation of the business.
It was agreed through a verbal agreement that a THIRTY PERCENT (30%) of the monthly income of
the business will be given to the second party as her monthly profit for her shared contribution. This will
take effect starting AUGUST of the present year.
The abovementioned amount, along with the first party’s capital, will be maintained as a capital account
record for each partner. Should any partner’s capital account fall below the agreed to amount, that partner
shall: (1) have his share of partnership profits then due and payable applied instead to his capital account;
and (2) pay any deficiency to the partnership if his share of partnership profits is not yet due and payable
or, if it is, his share is insufficient to cancel the deficiency.
BUSINESS FUNDS
To avoid shortage, bankruptcy, and additional contribution to the existing capital shared of both parties,
an amount of TWENTY THOUSAND PESOS (PhP20,000) has been agreed to become the minimum
fund for the business to ensure that there is an existing cash-on-hand and will be used only for emergency
purposes only. This should be deposited in its name or a name that will both agreed by the two parties.
All withdrawals are subject for signature approval of both partners.
MANAGEMENT SCOPE AND RESTRICTIONS
The partners shall have equal rights in the management of the partnership business, and each partner shall
devote his entire time to the conduct of the business, without the consent of the other partner, neither
partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any
commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the partnership other than the type of property
bought and sold in the regular course of its business.
DUTIES AND RESPONSBILITIES:
Both parties are expected to do their duties and responsibilities with the best of their efforts in behalf of
the partnership and its clientele. Their responsibilities for the business shall not hinder their equal rights to
manage and control the partnership and the business. Should there be differences between the partners
concerning ordinary business matters, a decision shall be made by virtue of a mutual agreement on the
specific matter.
Both parties are expected to maintain honesty, integrity, and transparency for the business, the staff,
and the clientele.
FOR THE FIRST PARTY
The second party distinguishes the contribution of the first party as the owner and biggest capital
contributor in the business. Moreover, she also comprehends the essentiality of her knowledge and
expertise as a teacher. Her functions as the administrator and owner are still recognized. With this, she is
expected to manage the daily operations of the business and monitor the progress of their clientele and
performance of the staff including of the second party’s functions.
In matters concerning the financial and other matters that can affect the staff and clientele, the second
party is expected that she will be informed by the first party to ensure that both of the parties will be
updated on the concerns and also to resolve the issues, if there is any.
FOR THE SECOND PARTY
The second party is expected to perform acts in support of the the first party not only on the financial
aspects but also to the operations and management of the business, being the consultant in the firm. All
acts should be done in good faith, and any presence of bad faith shall be a ground for a dispute resolution
between the parties.
The SECOND PARTY is expected to get updates in the daily operations of the business, ensuring that she
will aid the administrator and the whole staff in better management of the business. Moreover, she is also
expected to ensure that the needs and concerns of the administrator, staff and their clientele are always
met.
TRANSPARENCY
Both parties are always expected to be honest and transparent. Both should have access to all the
documents and transactions made in the business, however, will inform the other party for awareness
purposes. A monthly financial record shall be disclosed to both parties. During year end assessments, all
records will be reviewed by both parties, and in any event that the said records shall be inaccurate to the
findings of the other party, the discrepancy shall be resolved by virtue of an agreement of both parties.
Any form of dishonesty shall terminate all contracts signed for partnership.
TERM PERIOD
The term of this Agreement shall be for a period of SIX MONTHS FROM THE SIGNED DATE. If
both parties will approve to extend the partnership, another signed contract will be done.
TERMINATION OF PARTNERSHIP
The termination of partnership can be executed in two events namely:
1. VOLUNTARY TERMINATION/WITHDRAWAL
The partnership may be dissolved at any time by agreement of the partners, in which event the partners
shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the
partnership shall be disposed in accordance with the existing rules and regulations pertaining partnership
under the New Civil Code. The assets of the partnership business shall be used and distributed in the
following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating
expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the
balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners;
and (e) to discharge the balance of the capital accounts of the partners.
2. INVOLUNTARY TERMINATION
Both parties shall have the right to decline or terminate the signed partnership agreement because of the
following reasons:
(a) Dishonesty, especially those that affect the operations and/or management of the business;
(b) Disrespect and other attitudinal problems of one of the parties;
(c) Failure to perform the duties and responsibilities of each partner;
(d) Other serious matters that can affect the relationship of the partners.
When one of the mentioned grounds are within the acts of the second party, her capital contribution will
be automatically withdrawn and shall receive no profit from the partnership for that particular month.
Meanwhile, if the first party is in bad faith, the second party will withdraw her capital contribution, along
with receiving the agreed portion of profit for that particular month.
DEATH
Upon the death of either one of the partners, the surviving partner shall have the right either to purchase
the interest of the deceased in the partnership or to terminate and liquidate the partnership business. If the
surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such
election, within three months after the death of the decedent, upon the executor or administrator of the
decedent, or, if at the time of such election no legal representative has been appointed, upon any one of
the known legal heirs of the decedent at the last-known address of such heir. (a) If the surviving partner
elects to purchase the interest of the decedent in the partnership, the purchase price shall be equal to the
decedent's capital account as at the date of his death plus the decedent's income account as at the end of
the prior fiscal year, increased by his share of partnership profits or decreased by his share of partnership
losses for the period from the beginning of the fiscal year in which his death occurred until the end of the
calendar month in which his death occurred, and decreased by withdrawals charged to his income account
during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible
assets, except as those assets have been reflected on the partnership books immediately prior to the
decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership.
(b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the
partnership business shall be the same as stated to voluntary termination.

IN WITNESS WHEREOF, the partners have duly executed this Agreement on the day and year set forth
hereinabove.

________________________________ ________________________________
Partner Partner

_______________________
Witness
 ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the

(Province/City/Municipality) of _____________, personally appeared
_____________ with Community Tax Certificate No. _____________ issued
on _____________ at _____________ (and Tax Identification No. (T.I.N.)
_____________), and _____________ with Community Tax Certificate No.
_____________ issued on _____________ at _____________ (and Tax
Identification No. (T.I.N.) _____________), both known to me and to me
known to be the same persons who executed the foregoing instrument which
they acknowledged to me to be their free and voluntary act and deed,
consisting of only ______ (____) page/s, including this page in which this
Acknowledgement is written, duly signed by them and their instrumental
witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL this _____________ at

_____________, Philippines.

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2019.