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Partnership Agreement Template

This partnership agreement is made the and made

BETWEEN:
1- 1st Party:
2- 2nd Party:
3- 3rd Party:

These persons will hereinafter call 1st, 2nd and 3rd party.

-|- Definition and Interpretations

1.1 In this Agreement except where the context otherwise requires, the following terms shall
have the following meanings;

"Business Day" means any day on which ordinary banks are open for their
full range of normal business in ;

"Partner" means each person named in the schedule hereto and each
New Partner who, in either case, remains a Partner at the
relevant time;

"Managing Partner" is the Partner appointed by the Management Committee

from time to time as set out in clause 14;

"The Auditors" mean the chartered accountants who at the relevant time are
appointed under clause 8.1 as the auditors of the
Partnership;

"Partnership Accounts" are the annual accounts of the Firm required to be prepared
pursuant to clause 8.3;

"The Cessation Date" means, in relation to a Former Partner, the date on which he
ceased to be a Partner;

"Continuing Partners" mean those persons who, on a change of Partners, continue

as Partners;

"New Partner" means any person who at any time after the date of this
Agreement is appointed as a Partner

"The Firm" is the partnership established by the Partners pursuant

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hereto as the same may be constituted from time to time and

for the time being;

"Premises" means the offices particularly described in clause 4 and such

other locations owned or controlled by the Firm from time to
time and for the time being;

"The Partnership Business" means the business referred to in clause 2.1;

"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;

* Unless the context otherwise requires, each reference in this Agreement to:-

* "Writing", and any cognate expression, includes a reference to any

communication effected by telex, facsimile transmission or similar means;
* A statute or a provision of a statute is a reference to that statute or provision as
amended or re-enacted at the relevant time;

* 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;
* Words importing the singular number include the plural and vice versa; and
* Words importing any gender include any other gender.

-|- Formation and Name

* The Partners hereby agree to form a Partnership for the purpose of engaging in the and
conducting all types of business incidental thereto.

* The name of the Firm shall be .

-|- Commencement and Duration

* The Firm shall begin on the .

* Subject to the provisions for retirement, expulsion and dissolution hereinafter contained
the Firm shall continue during the joint lives of the Partners and the survivors of them.
* If any Partner ceases to be a Partner by reason of his death or retirement or expulsion in
accordance with the provisions of this Agreement the Firm shall not determine as regards the

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surviving or continuing Partners.

* The Partnership shall continue until terminated at the end of any Partnership Year by a
Majority of the Partners giving to all other Partners not less than written notice of their
intention to do so.

-|- Place of Business

The business of the Firm shall be carried on at the premises known as or places as a Majority of
the Partners may from time to time determine.

-|- Capital

* 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. Each of the Partners shall forthwith pay into the Firm bank
account the sum to be contributed by him.
* If at any time the Partners decide to increase the capital of the Firm the amounts of the
increase shall be contributed in such proportions as they may agree and, in default of
agreement, in the same proportions as they are entitled to in the capital of the Firm.
* The capital for the time being of the Firm shall belong to the Partners in the proportions
in which it has been contributed by them.
* 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.
* No Partner whilst in the Firm shall withdraw any of his capital except with the written
consent of all the other Partners.

-|- Profit & Loss

* 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 .
* If any person is a Partner for part only of a Partnership Year, his share of any Profit or
Loss for that Partnership Year shall be computed as if he had been a Partner for the whole of
that Partnership Year, but the share of the Profit for that Partnership Year to which he would
otherwise have been entitled shall be reduced by applying a fraction of which the denominator
is the number of days in that Partnership year and the numerator is the number of days in that
part.

-|- Drawings

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* Unless otherwise determined by the Management Committee each Partner shall be

entitled to draw on account of his share of the Profit for each Partnership Year the following
sums, which will be debited to his current account:

* The monthly sum stated opposite his name in column 3 of Schedule 1;

* Such sums as are from time to time required to pay;

* Any income tax assessed by reference to his share of the Profit;

* His national insurance contributions; and
* Such further sums as the Management committee may from time
to time determine.

* As soon as practicable after the last day of the Partnership Year a distribution shall be
made to the Partners on account of their shares of the Profit for that Partnership Year of such
aggregate amount (if any) as the Management Committee may determine, having regard to the
cash flow and any other financial requirements of the Partnership, and except as otherwise
determined by the Management Committee shall be divided between the Partners in the
proportions in which they are entitled to share in the profits and debited to their current
accounts.
* Following the end of each Partnership Year, each Partner's current account shall be
credited or (as the case may be) debited with his share of the Profit or Loss for that Partnership
Year, after taking into account any amount which has been credited or debited to that Partner's
current account during the Partnership Year pursuant to clause 6.2, and if, after that has been
done, there is a debit balance on that current account, that Partner shall, unless the
Management Committee otherwise determines, pay to the Partnership a sum equal to that
balance within from the date which the relevant Partnership Accounts are circulated pursuant
to clause 8.1.
* Subject to the provisions of clause 6.3, no Partner shall without the previous consent of
the Management Committee permit a debit balance to arise on his current account, and each
Partner shall, at the request of the Management Committee forthwith pay to the Partnership
the amount of any such balance.
* Without prejudice to clause 7.4, if there is at any time a debit balance on any Partner's
current account, then:
* except in respect of any part of that debit balance which is attributable to his
share of any Loss for any Partnership Year and is paid to the Partnership in
accordance with clause 7.3; or
* unless or until the Management Committee otherwise determines; interest shall
be payable by the Partner in question on each subsequent and on the amount of
the balance outstanding from time to time until payment is made in full,
calculated at a rate of per cent per annum above the base rate of from time to
time.

-|- Auditors, Accounts and Records

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* 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.
* A profit and loss account and balance sheet shall be prepared in every year made up to
the .
* Every such account and balance sheet shall be signed by the Management Committee
and shall thereupon become binding on them except that any Partner shall be entitled to
require the rectification of any manifest error discovered in any such account or balance sheet
within months of the date when the same was signed by the Management Committee.

-|- Bank Accounts

* shall be the banker of the Firm.

* All Firm monies not required for current expenses and all cheques shall be paid promptly
into the Firm bank account.
* All cheques shall be drawn in the name of the Firm. A cheque must be signed by any
person as agreed by the Management Committee from time to time.

-|- Obligations of Partners

* The Partners agree as follows;

* To use their best endeavors 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;
* All Partners shall disclose to the other Partners any matter that may prejudice the
business prospect of the Partnership;
* 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;
* Each Partner shall for the term of the Agreement indemnify the other Partners
against all claims, actions, costs, liabilities and expenses payable or paid by the
Partnership for and on behalf of the indemnifying Partner;
* That no other partners may be added to the Partnership without the express
prior written approval of all of the Partners;
* Each Partner agrees to keep proper records of all business transacted by or on
behalf of the Firm;
* That they will duly and punctually pay and discharge his separate and private
debts and liabilities and keep the firm, its property and the other Partners and
their respective estates and effects indemnified against all actions, proceedings,
costs, claims, and demands in respect thereof;
* Comply with all directions, instructions and rules as to the conduct of the Firm's
business generally as made from time to time by the Partners.

* Each Partner warrants that they shall not without the written consent of the other
Partners:

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* 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 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;
* 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;
* 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;
* Assign, mortgage, or charge his share in the firm or any part thereof;
* Open any bank account or borrow any money in the name of or for the Firm.

-|- Management and Decisions

* Save as may be specifically provided otherwise in this agreement, all Firm decisions shall
be made by the Management Committee.
* The above clause is subject to the following exceptions where the unanimous decision of
all of the Partners will be required:
* The admission of new Partners to the Firm;
* The alteration of the Partners' shares in profits and losses of the Firm;
* Any amendment of this agreement.
* The expulsion of any Partner will require the unanimous decision of the remaining
Partners.
* shall be the Managing Partner of the Firm, for a period of years from the date of this
agreement, and thereafter the Management Committee shall appoint a Managing Partner.
Unless otherwise decided by the Management Committee, the Managing Partner shall not be
entitled to any additional remuneration or share of profits by virtue of his being Managing
Partner. The day-to-day business affairs of the partnership shall be directed by the Managing
Partner whose duties shall include:
* Execution of the Firm's policies;
* The hiring and firing of employees, where practicable;
* Direction and control of the training and work of the staff;
* Supervision of the Firm's records and control of the office supplies;
* Supervision of the furnishing and maintenance of the office;
* Supervision of Firm expenditure and collections;
* Arranging Partner and office meetings;
* Compilation and dissemination to Partners of a record of decisions made at
meetings of the Partners; and
* Such other duties as the Partners shall delegate him from time to time.

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* Meetings of the Partners may be called by any Partner but, to the extent possible, will be
convened upon request to and notice by the Managing Partner.
* Notice of the meetings of the Partners shall be given to each Partner, who is capable of
attending a meeting, as far in advance of the meeting as circumstances reasonably permit.
* A quorum shall be Partners.

-|- Goodwill

The goodwill of the Firm shall be deemed to be of nil value and the share of an outgoing Partner
in the goodwill, if any, of the Firm shall automatically accrue to the continuing Partners and no
outgoing partner or his estate shall have any claim in respect thereof.

-|- Expenses

A Partner is entitled to be reimbursed for reasonable expenses incurred provided same are
vouched to the satisfaction of the Partners.

-|- Voluntary Retirements

Any Partner may retire from the Firm by giving the remaining Partners not less then notice in
writing of his retirement expiring on an Account Date. This clause is subject to a Partner having
been a Partner for at least .

-|- Restriction on Activities

* Each Partner undertakes with the other Partners and (as a separate undertaking) with
each of them that:
* Solicit, or Endeavour to solicit, any business similar to the Partnership Business
from any person who has, at any time during the period of ending on that date,
been a client or customer of the Partnership; or
* Induce, or Endeavour to induce, any person to leave the employment of the
Partnership or any Partner to retire from the Partnership; and
* He shall not, at any time within years/months work for any other person, firm,
or company or be in any way engaged in the business for a period of and within
a radius of miles of the Firms business from the date he ceases to be a Partner.
The outgoing Partner also covenants that he will not on his own behalf or on
behalf of any other person, firm or company canvass, solicit, or endeavor to
entice away from the firm any person, firm or company who at any time during
the last two years whilst he was a Partner has been a client of the Firm.

-|- Arbitration and Disputes

* Any dispute, difference or disagreement between the Partners or their personal

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representatives as to any matter affecting or relating to the business of the Firm shall be
referred, if not settled amicably, to a person as agreed by the relevant number of Partners as set
out below. If no agreement is reached, the matter will then be referred to an arbitrator
nominated by the President for the time being of the .
* Where the number of Partners is three or less, all of the Partners;
* Where the number of Partners is four or more, such number as equal three-
quarters of the number of Partners. If this number is not a whole number, them
whatever number is nearest to but not less than three-quarters of the number of
Partners will be sufficient.

-|- Signature

Signed by Signed by Signed by

IN WITNESS

In the presence of: -

1- Signed by Date:

2- Signed by Date:

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