This Deed of
Partnership made at ... on this ... day of... between Mr. A residing at ...
hereinafter referred to as the 'Party of the First Part' and Mr. B, residing at
... hereinafter referred to as the 'Party of the Second Part.'Whereas the Party of
the First Part who is a qualified Engineer and Contractor has almost secured a
big contract of constructing a bridge and as he is not in a position to bring
in all requisite finance. he has requested the party of the Second Part to join
him in partnership with a view to carry out and complete the said contract.And Whereas the Party
of the Second Part has agreed to do so and the parties have agreed to enter
into this partnership on the terms and conditions herein after mentioned.Now it is agreed by and
Between the Parties Hereto as Follows:1.
The
parties hereto agree to carry on the business hereinafter mentioned in
partnership on the terms and conditions herein mentioned, in the name and style
of M/s. ..2.
The
partnership shall be deemed to have commenced from the ... Day of... , 2000
and the period of the partnership shall be co-terminus with the completion of
the said single business or adventure.3.
The
business of the partnership (hereinafter referred to as the 'Firm') shall
consist of carrying out and completing the work of construction of the bridge
over the river at ..... In terms of the contract to be entered into with
the Government of ...4.
The
office of the partnership shall be at ...5.
The
Parties have contributed towards the initial capital of the firm a sum of Rs.
... In equal ... Shares. The party of the Second Part will contribute such
further amounts as may be required from time to time for carrying out the said
work and the amounts will be treated as a loan by him to the Firm carrying
Interest at the rate of 18 per cent per annum.6.
The
net profits and losses of the firm will be shared by the partners hereto in
equal shares or proportion. Net profit will mean the gross profits earned in
such year less the expenses of the management of the business including the
rent of the premises of the firm. The outgoings in respect of the salaries and
wages. Of the staff. Commission paid to others. Interest payable on the amounts
advanced by the Party of the Second Part and by other creditors if any and all
other expenses incurred In connection with the business and allowable as
deduction under the Income Tax Act.7.
The
accounting year of the Firm will be from 1st April to 31st March of each
Christian calendar year.8.
At
the end of each accounting year an account of the business carried on in that
year will be made and a statement of accounts namely a Balance Sheet and Profit
and Loss Account will be prepared and signed by the partners. If necessary or required
by law the accounts will be got audited by a Chartered Accountant.9.
The
party of the First Part will act as the Manager Partner and will be in charge
of the actual work of construction, and shall utilise all his technical
knowledge in that behalf. He will be entitled to salary at the rate of Rupees
..... Per month In addition to his share in the profits as well as a sum equal
to .... Per cent of the book profits annually as further remuneration for his
technical skill and experience.10.
The
Party of the Second Part will look after the financial side of the work as well
as look after the administration of the Firm and its said business.11.
The
books of account and all other record of the Firm will be always kept at the
office of the Firm and will be open for Inspection by any of the partners
hereto at any time.12.
All
the working staff such as clerks, peons, accountants, cashier, salesmen and
others and the technical staff will be appointed by the joint consent of the
partners hereto and their wages and salaries and other emoluments will he fixed
by mutual consent of the parties hereto.13.
Subject
to what Is otherwise provided herein, each of the partners- hereto shall -a. participate and
attend to the business of the firm to the greatest common advantage of the firm.b. be just and faithful
to each other.c. render true accounts
and full information of all moneys affecting the Firm to the other.d. indemnify the Firm
for any loss caused to it by wilful negligence or fraud in the conduct of the
business.e. Not carry on any
business similar to the business of the Firm or any other business anywhere
without the consent of the other partner/s.f. attend to the
business of the Firm diligently and actively. (g) not withdraw any amount for
his own profit, benefit or use as remuneration or otherwise without the consent
of the other.g. be entitled to be
indemnified by the Firm in-respect of payment made and liabilities incurred by
him-i. in 'the ordinary and
proper course of business of the firm andii. in doing any act for
protecting the Firm from loss In emergency.14.
All
the tangible and intangible assets of the Firm Including the goodwill,
stock-in-trade, benefit of business licenses and permits, benefits of contracts
entered etc. will belong to the parties in equal shares but subject to the
debts and liabilities of the Firm and the property of the Firm shall be used by
the parties exclusively for the business of the firm.15.
Every
party shall account for the profit earned from any transaction of the Firm or for
the use of the property of the Firm.16.
At
the end of every six months, the Party of the Second Part will be entitled to
withdraw such amount as the funds of the Firm will permit, towards repayment of
the principal amount of loan advanced by the Party of the Second Part to the
Firm.17.
Any
party hereto shall not, without the consent of the other-a. submit any dispute
with any other person to arbitration or compromise or relinquish the claim.b. withdraw any suit or
legal proceedings filed by the Firm.c. admit any liability
of the Firm.d. acquire or dispose of
any immovable or moveable property, except the stock in trade in the ordinary
course of business.e. enter into
partnership or other business unilaterally with any other person.f. assign or transfer
his share or any Interest in the Firm.g. admit any person as a
partner In the Firm.h. borrow any moneys for
or in the name of the firm, or create any security or charge on the assets of
the Firm.i. enter into any
contracts except contracts in the regular course of business of the firm.j. stand as a guarantor
or surety for any person, In the name of the Firm or for and on behalf of the
Firm.18.
The
Parties shall open in the name of the Firm one or more accounts either current,
saving or overdraft or cash credit with one or more banks as may be agreed upon
by the partners and the account or accounts will be operated by any one of the
parties hereto.19.
The
Partnership shall continue till the completion of the said work of construction
or If by any chance the said construction contract is cancelled for any reason,
till the cancellation of such contract and till then none of the parties shall
be entitled to dissolve the partnership or to retire from the partnership.20.
If
and when the partnership is dissolved, an account of the assets and property and
list will be made up to the date of dissolution and out of the assets in specie
or by sale thereof, all debts and liabilities including the loan advanced by
the Party of the Second Part will be paid In priority and if any balance will
remain the same will be shared by the Parties hereto in equal shares.21.
If
the said construction contract Is cancelled by any party thereto and there Is a
claim by or against the Firm In respect thereof, the same will be prosecuted or
defended by both the parties hereto and the winding up of the partnership will
be deemed to continue until such claims are finally disposed of by arbitration
or court proceedings.22.
If
any dispute or difference shall arise between the parties hereto touching the
business of the firm or interpretation of any provision hereof or otherwise.
howsoever relating to the Firm and its business, the same shall be referred to
arbitration of a common arbitrator If agreed upon, failing which to two
arbitrators one to be appointed by each party to the dispute and the
arbitration shall be governed by the Arbitration & Conciliation Act. 1996.23.
The
parties shall, as early as possible but In any event within the prescribed
period get the Firm registered under the Partnership Act. 1932, and the Income
Tax Act. 1961.24.
This
Deed is executed in duplicate and one copy will remain with the Party of the
First Part and the other will remain with the Party of the Other Part.IN WITNESS WHEREOF
the parties have put their respective hands the day and year first hereinabove
written.Signed and delivered
by the withinnamed Mr. A In the presence of ................Signed and delivered
by the withinnamed Mr. B In the presence of ..................