Partnership Agreement

This is a Partnership Agreement (the “Agreement”) made on the 1 st day of December, 2017. The
Partners in this agreement are as follows:

(mention all partners)

Sithembiso Surname
Mlondolozi Surname as and on behalf of (company)

The Partners to this Agreement agree to the following:

Name:

This Partnership takes the form of service agreement, where Mr. (mention all roles)
Surname shall be contracted as the company’s Chief Operations Officer (COO) on a three (3)
years fixed term contract – 1st December, 2017 to 30 November, 2020)
.

The Partnership:

1. The Partners wish to become legal partners in business.

2. The terms and conditition of their Partnership shall be outlined in this Agreement.
3. If the Agreement is executed, the Partnership shall be in effect on the 1 st day of December,
2017.
4. The Partnership shall only be terminated as outlined in this Agreement.
5. The Partnership’s primary place of business shall be the City of Johannesburg, South Africa.
6. The Partnership shall be governed under the laws of the state of South Africa.
7. The Partnership’s primary purpose is the procurement, marketing and sales of the
HYDROPHOBIC products in Southern Africa.

Contributions:

The Partners shall make an initial contribution to the Partnership as follows:

(mention contribution fee if any)

Mr. Surname shall contribute R…. buy in fee to the partnership, the company shall contribute all
other necessary funding towards this venture including Mr. Surname’s salary and profit share, as
partner and COO.

Contributions shall be submitted no later than 31st January 2018; all joining capital contributions
are final unless all partners give written consent of withdrawal before any work commences by
the joining partner. All contributions shall be deposited into the company’s business account.

Interest and Authority:

The Partners’ ownership interest in the Partnership shall be as follows:

The company shall own 65% where as Mr. Surname shall own 35% as the minority shareholder

The Partners’ authority shall be defined by the following unless otherwise stated in this
agreement:
Mlondolozi Surname is to be CEO and final accountable for the entire operations of the company.
Sithembiso Surname shall be responsible for all staff and the daily operations of the company
thus shall be accountable to the CEO.

Profits:

The Profits shall be counted and accounted for by the CEO/CFO and distributed twice a year as
approved by the executive. The distribution dates shall be the last day of June and the last day of
December of each year according to the above percentages.

In the interest of both Partners and the Company it is agreed that 50% of net profit of each month
shall be deposited into a company account and used for the distribution of funds as stated above,
whereas the other 50% shall be returned to the business to aid all operations including insurance
and reserves. In instances where all the profit needs to be returned to the business the partners
shall agree through a special resolution.

Cost:

The partnership shall share cost according to the following percentages: 40% from Mr. Surname,
through work put in as the COO (Administrating, structurising, marketing and sales leading to
first break even or profit) to the end of self-sufficiency and scalability. The 60% will come from
the company, which is mainly composed of start-up capital and other non-material contributions.

Salary:

All Partners must give their unanimous consent if a permanent salary is to be established and
their unanimous consent for the amount of salary to be given to each Partner.

In the interest of both Partners and the Company it is agreed that 25% of the net profit per month
be used towards the salaries of all partners. This is to be distributed 65% to Sithembiso Surname
and 35% to Mpumelelo Hlatshwayo.

It is an understanding that this is a starting point only and may change. The partners shall review
this every six months. In the instances that both partners can agree that they are putting in an
equal amount of work in the business, they shall agree in writing that the salaries split defaults to
a 50/50 salary or equal amounts.

Accounting:

- All accounts related to the Partnership including contribution and distribution accounts
shall be audited. The COO shall book keep until the books allow for a bookkeeper/CFO
to be hired and also
- employ the services of a local registered accountant for the purposes of tax advice and
accounting.
- The COO shall keep accurate and complete books for all accounts related to the business,
with a weekly report to the CEO. Any Partner, whether majority or minority shareholder,
shall be allowed to review all books of accounts at any time they request.
 - An up to date soft record of accounts shall be kept for easy viewing of the partners.
- The fiscal year shall be complete on the last day of February of each year. All Partners
shall present their position on the state of the Partnership within one month of the
completion of each fiscal year.
- The following partners shall be able to sign checks and operate accounts related to the
business: Mlondolozi Surname and Sithembiso Surname.

New Partners:

The Partnership shall amend this agreement to include new partners upon the written and
unanimous vote of all current Partners.

Withdrawal or Death:

The Partners hereby reserve the right to withdraw from the Partnership at any time. Should a
Partner withdraw from the Partnership because of choice or death, the remaining Partners shall
have the option to buy out the remaining shares of the Partnership. Should the Partners agree to
buy out the shares, the shares shall be bought in equal amounts by all Partners. The Partners can
elect to hire an external party to valuate the shares, though the purchase price shall be at the
discretion of the partnership, the selling party and the buying party.

The Partners shall have thirty (30) days to decide if they want to buy the remaining shares
together and disperse them equally. If all Partners do not agree to buy the shares, individual
Partners shall then have the right to buy the shares individually. If more than one Partner requests
to buy the remaining shares, the shares shall be split equally among those Partners wishing to
purchase the shares. In a case where all Partners agree by unanimous vote, the Partnership may
elect to allow a non-Partner to buy the shares thereby replacing the previous Partner.

If no individual Partner(s) finalise a purchase agreement by ninety (90) days, the Partnership shall
be dissolved.

The name of the company may be amended upon the written and unanimous vote of all Partners.

Dissolution:

Should the Partnership be dissolved by majority vote, the Partnership shall be liquidated, and the
debts shall be paid. All remaining funds after debts have been paid shall be distributed based on
the percentage of ownership interest outlined in this Agreement.

Amendments:

- Amendments may be made hereto upon the unanimous and written consent of all
Partners.
- Amendments must expressly written and have the original signatures of all Partners.

Settling Disputes:

All Partners agree to enter into mediation before filing suit against any other Partner or the
Partnership for any dispute arising from this agreement or Partnership. Partners agree to attend
one session of mediation before filing suit. If any Partner does not attend mediation, or the
dispute is not settled after one session of mediation, the Partners are free to file suit. Any law suits
shall be under the jurisdiction of the country of South Africa.

All Partners signed hereto agree to the above stated Agreement.

Name: ____________________________________

Signed this ____________day of ___________, 2017 at__________________

Name: ____________________________________

Signed this ____________day of ___________, 2017 at__________________