THIS PARTNERSHIP AGREEMENT is made the __/____/___ and made BETWEEN: Mr. Bukalo __________ (Full address) --And-Mr.

Ino _____________ (Full address) 1. Definition and Interpretations 1.1 In this Agreement except where the context otherwise requires, the following terms shall

have the following meanings; "the Partners" mean all the individuals who are parties hereto a business at the date hereof. "the Firm" is the partnership business established by the Partners pursuant hereto as the same may be constituted from time to time and for the time being; "Premises" means the place where the business is going to run from and such other locations owned or controlled by the Zambezi One Stop or the Partners from time to time and for the time being; "Profit" for any Partnership Year means the profit of the Partnership as shown by the Partnership Accounts for that Partnership Year, and "Loss" has a corresponding meaning; 1.2 Unless the context otherwise requires, each reference in this Agreement to:1.2.1 "writing", and any cognate expression, includes a reference to any communication

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effected by telex, facsimile transmission or similar means; 1.2.2 "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time; 1.3 In this Agreement:any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees; any reference to a person includes anybody corporate, unincorporated association, partnership or any other legal entity. 1.4 The headings in this Agreement are for convenience only and shall not affect its

interpretation. 2. Formation and Name 2.1 The Partners hereby agree to form a Partnership for the purpose of engaging in the food

and refreshment business and conducting all types of business incidental thereto. 2.2 The name of the Firm shall be Zambezi One Stop.

3. Commencement and Duration 3.1 3.2 3.3 The Firm shall begin on the__/____/____. Subject to the provisions for retirement, expulsion and dissolution hereinafter contained The Partnership shall continue until terminated at the end of any Partnership Year by the

the Firm shall continue during the joint lives of the Partners and the survivors of them. Partners giving a notice period of termination and a written notice of their intention to do so.

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4. Place of Business The business of the Firm shall be carried on the premises situated at Katima Mulilo or at any place(s) where the Partners may from time to time determine. 5. Capital 5.1 The initial capital of the Firm shall be the total sum specified in the Second Schedule

hereto, contributed by the Partners in the amounts or shares set opposite their respective names in the Second Schedule. 5.4 Each of the Partners shall be entitled to interest at the rate of _______ per cent per annum

above the base rate of ______ on the amount for the time being of his share of the Firm capital, such interest to be calculated and credited each year before the profits are divided. The Auditor shall determine any matters of doubt in relation thereto. 6. Profits, Losses and Salaries Subject to the following provisions of this clause the Partners shall share the Profit for each Partnership Year and bear any Loss for any Partnership Year in the proportions specified opposite their names in column 2 of Schedule 1 hereto. 7. Auditors, Accounts and Records 7.1 7.2 The Auditors will be__________. Proper books of accounts shall be kept giving a true and fair view of the Firm's business.

The books shall be available for inspection by each of the Partners and the Auditors at any time. 8. Bank Accounts 8.1 [<Insert name of Bank>] shall be the banker of the Firm.

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8.2

All Firm monies not required for current expenses and all cheques shall be paid promptly

into the Firm bank account and all cheques shall be drawn in the name of the Firm. A cheque must be signed by any person as agreed by the Partners from time to time. 9. Insurance Each Partner shall effect and maintain at his own expense a policy of insurance with a reputable insurance company providing that in the event of his being incapacitated by illness or injury from attending to his Firm duties for a period of more than __ months, there shall be paid to him in respect of each calendar month thereafter until he attains the age of __ or dies a sum equal to not less than half his current monthly drawings. 10. Obligations of Partners 10.1 The Partners agree as follows; 10.1.1 to use their best endeavours towards the successful operating of the Partnership and at all times shall conduct themselves in a fair and proper manner in all transactions of any nature affecting the Partnership; 10.1.2 all Partners shall disclose to the other Partners any matter that may prejudice the business prospect of the Partnership; and that no Partners will disclose Confidential Information to any person, firm or business unless with the prior written consent of all of the other Partners; and that no other partners may be added to the Partnership without the express prior written approval of all of the Partners; 10.2 Each Partner warrants that they shall not without the written consent of the other Partners: carry on or be engaged or interested in any business, occupation or activity or take steps to set up or promote or facilitate the establishment of any of the same at any point which

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competes or intends to compete with any part of the business of the Partnership, employ or terminate the employment of any employee or agent of the Partnership; 10.2.2 loan any money or property belonging to the Partnership to any other person, firm or business, nor accept any such money or property, whether in the form of a loan or otherwise, on behalf of the Partnership from any other person, firm or business; 10.2.3 offer a guarantee, security or any other promise for the payment of any liabilities incurred by the Partnership in the ordinary course of business, nor shall he accept a guarantee, security or promise for such sums as may be owed to the Partnership from time to time, nor shall accept any compromise or part-payment of any such sums that may be owed to the Partnership from time to time; 10.2.4 assign, mortgage, or charge his share in the firm or any part thereof; or open any bank account or borrow any money in the name of or for the Firm. 11. Management and Decisions 11.1 Save as may be specifically provided otherwise in this agreement, all Firm decisions shall

be made by the Management Committee. 12. Life Insurance Each Partner may effect such insurance arrangements on his life or otherwise as may appear to him expedient from time to time. 13. Expenses A Partner is entitled to be reimbursed for reasonable expenses incurred provided same are vouched to the satisfaction of the Partners.

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14. Expulsion 14.1 The Partners may at any time expel any Partner from the firm if that Partner (hereinafter

known as the "Offending Partner"): has been found guilty of professional; persists in pursuing a course of action which in the opinion of the other Partners seriously injures the Image and standing of the Firm; if such partner becomes insolvent, makes an assignment or arrangement for the benefit of creditors, is declared bankrupt, or his assets are administered in any type of creditors' proceedings; and if any party breaches this agreement in any manner. 14.2 Any such expulsion shall be of effect in writing to the offending Partner signed by all the

Partner(s) other than the offending Partner stating the reasons for such expulsion. 15. Nature of Agreement 15.1 Each party shall be entitled to perform any of the obligations undertaken by it and to

exercise any rights granted to it under this Agreement through any other Partner of its Partnership, provided that any act or omission of that other Partner shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question. 15.2 Each party acknowledges that, in entering into this Agreement, it does not rely on any

representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 16. Applicable Law and Jurisdiction 16.1 16.2 The Namibian common and statutory laws shall apply to the whole of this Agreement. The parties hereby agree to the non-exclusive jurisdiction of the Namibian Courts.

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IN WITNESS whereof the parties hereto have hereunto signed their names the day and year first herein written. Signed by ______________ In the presence of: ______________ (witnesses) ______________ (witnesses) Signed by ______________ In the presence of: ______________ (witnesses) ______________ (witnesses)

First Schedule
Names and addresses of the Partners Profit Share Monthly Drawing

Second Schedule
Partners' Name Initial Capital N$

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