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PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT (Agreement) is made on this the 01st day of January, 2017 (.....day) and shall also be effective from the same date.
BETWEEN
……………….. (hereinafter referred to as “First Party”,
which expression shall unless repugnant to the context shall include
its successors, permitted assignees and nominees; as the case may be) of
the ONE PART.
AND
……………. (hereinafter referred to as “Second Party”,
which expression shall unless repugnant to the context shall include
its successors, permitted assignees and nominees; as the case may be) of
the OTHER PART.
Whereas, …….. and ………. shall be collectively referred to as the “Parties” and individually as the “Party”; and
WHEREAS, the Parties have given their consent to make a partnership; and
WHEREAS, this PARTNERSHIP AGREEMENT shall be referred to as the “Agreement”; and
WHEREAS, the Parties have agreed for the same and on the following terms and conditions;
NOW, THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. Name of Business
The parties hereby form a partnership firm under the name of……….. , referred to as …………” henceforth.
2. Type of Business
The Firm will provide
…………………………………………………………………………………………………………………………………………
3. Place of Business
The registered office of the firm shall be at ……………., Bangladesh or
such other place or places as the parties choose to. To expand and to
ensure smooth operation of business, the parties may mutually decide to
run a virtual office and/or to open an office anywhere in the world.
4. Term
The Partnership shall commence on the date of this Agreement and,
unless sooner terminated in accordance with this Agreement, shall
continue until the termination of the Agreement
5. Capital
The partners shall contribute the capital of the partnership in cash as follows:
…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty Thousand Only)
…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty Thousand Only)
Total Capital: BDT 3,00,000 (Bangladeshi Taka; Three Lac Only)
In case, the partners decide to add more capital to the partnership firm, both the partners may contribute to the capital.
The capital contributed by each partner shall be maintained at all
times in the proportions in which the partners share in the profit and
losses of the partnership.
Neither partner shall withdraw any part of their capital amount without the mutual agreement between the partners.
6. Profit and Loss
The net profit of the partnership shall be divided equally between
the partners and the net losses shall be borne equally by them.
All liabilities of the firm shall be borne, mitigated, and managed by both parties.
7. Salaries and Withdrawals
Neither partner shall receive any salary for services rendered to the
partnership. Each partner may, from time to time, withdraw a mutually
agreed upon amount from the account.
8. Interest
No interest shall be paid on the initial contribution to the capital
of the partnership or on any subsequent contributions to the capital.
9. Partnership Duties and Restrictions
The partners shall have equal rights in the management of the
partnership firm, and each partner shall devote an adequate amount of
time to the conduct of the business. The adequacy of the time devoted by
the partners shall have to be mutually agreed upon by the partners.
Without 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.
10. Banking
All funds of the partnership shall be deposited in a bank account in the name of the Firm.
All withdrawals from this account are to be made upon checks signed by BOTH partners.
11. Books
The partnership books shall be maintained at the principal office of
the partnership, and each partner shall at all times have access
thereto. The books shall be kept on a fiscal year basis, and shall be
closed and balanced at the end of each fiscal year.
An audit of books and all accounts shall be made as of the closing date.
12. Transfer of Shares
In the event of death or physical disability of any member, the share
or legal right of deceased or disable partners will be transferred to
their legal representatives or legal heirs under the provisions of
common laws in Bangladesh.
13. Non-Compete Agreement and Confidentiality
A partner of the firm shall not engage in any kind of business
similar to this Firm. If any partner is found to be engaged in similar
business it shall be considered a breach of this Agreement.
All partners are also expected to abstain from disclosing the Firm’s internal information to outside the partnership.
14. Management of Business
The management of the business shall be conducted at the mutual
agreement of both the partners in all circumstances. In case of dispute
in this matter, the partners will resolve it amicably, either mutually
or in the presence of a mutual 3rd party mediator.
15. Signature
The partners, with the favor of the firm in mind, will mutually
decide on the signatory authority of all legal papers such as Customs
Documents, Letter of Credit Documents, and other similar documents. Only
bank transactions are required to have signatures of both partners.
16. Admission of New Partners
A new partner may be admitted to the Firm, but only after written
approval from all existing partners. Any new partner is expected to
contribute capital to the Firm as agreed by all the partners.
17. Dispute Resolution
All disputes between partners are expected to be resolved amicably,
either mutually or in the presence of a mutual 3rd party mediator.
18. Arbitration
If any dispute arises between the partners, which cannot be resolved
mutually or by a 3rd Party mediator, the matter will be referred to
Arbitration. An arbitrator will be appointed by each of the partners
under the provisions of THE ARBITRATION ACT, 2001 or any statutory
modification required by the laws of Bangladesh.
19. Governing Law
All questions with respect to the construction or interpretation of
this Agreement and the rights, duties, obligations and liabilities of
the parties shall be determined in accordance with the applicable
provisions of the laws of Bangladesh.
20. Amendment of the Agreement
This Agreement or any provision of this Agreement may be amended,
modified, changed, altered, cancelled or terminated by the written
mutual consent of the parties.
21. Dissolution of the Firm
In the event of the Firm’s dissolution, all liabilities are to be
paid off and all remaining assets are to be divided amongst partners as
per the Profit and Loss sharing ratio.
IN WITNESS whereof the said parties have thereto signed on the day, month, year above written.
_____________ _____________
x y
WITNESSED BY:
1. …………………………….
2. ………………………………..
Drafted by