PARTNERSHIP AGREEMENT

March 21, 2023

PARTNERSHIP AGREEMENT

This AGREEMENT is made on this ____ day of ___________ duly signed and totally binding on all parties, mentioned hereunder.

SANDRA RUBBO

And

RICHARD MORGANSTERN

Hereinafter, also referred to collectively as the “Parties” and individually as the “Party”.

WHEREAS:

The Parties identified herein, for the purpose of maximizing the profit potential of the parties; and

The Parties agree that this Agreement shall also be binding on affiliates and related corporations in the widest meaning of this definition. The Parties agree to do nothing to circumvent or avoid their obligations under this Agreement to save money or to avoid their obligations to the other party; and

The Parties wish to enter into an Agreement to define their respective roles and responsibilities and thus successfully satisfy the objectives of these transactions:

NOW, THEREFORE, AGREED by the undersigned parties to this Agreement that the various promises, covenants, warranties and undertakings set forth herein shall constitute good and valuable consideration, the receipt and adequacy of which the Parties acknowledge by signing below. The Parties hereto agree to work together in good faith, using their best efforts and resources as set forth below:

  1. CREATION OF PARTNERSHIP

By this Agreement, the Partners enter into a general partnership (the “Partnership”) in accordance with the law. The aim of the partnership will be to maximize the profits and potential of a restaurant by bringing in Richard Morganstern as a partial owner of the restaurant.

  • CONTRIBUTIONS
  • Richard Morganstern is willing to invest up to $ 10,000 in any marketing/signage and construction and $ 25,000 in a liquor license.
  • RICHARD MORGANSTERN’S OBLIGATIONS

Richard shall ensure that landscaping is carried out and ensure the equipment and the buildings are in a good and work state, he shall obtain a liquor license, order liquor, employ bar staff, ensure the cleanliness of bar and dining areas, restock supplies for dining areas, employ waiting staff, have proper book records, ensure accounting is done, make rent, tax and vendor payments, market the place, finalize the menu, and maintain the general look and design of the restaurant and kitchen.

  • SANDRA RUBO’S OBLIGATIONS

Sandra shall order food and supplies for the kitchen, employ kitchen staff, inform Rich of any faulty equipment or kitchen staff issues, and open and close the restaurant. Sandra shall inform Richard of any outstanding balances such as rent and utility bills, cable bill, gas bill, vendor bill, and employees.

  • SANDRA AND RICHARD’S SHARED OBLIGATIONS

Both Parties shall ensure there is a business plan and decorations are made, however, Richard shall have a business plan and Sandra shall have a final say with regard to decorations. In business operations, Richard will have the final say. Both shall hire employees and ensure a good relationship with the customers.

  • TERM AND TERMINATION

This Agreement shall become effective upon execution and shall continue for 1 year. This Agreement shall be binding upon the Parties, their Principals, Heirs, Successors, Assigns, Subsidiaries, Attorneys, Agents, or any other party deriving or claiming profit in any way. This Agreement may be terminated by either Party, by written notice, as long as all financial obligations generated herein are completed to their fruition. The agreement can be terminated if either party does not meet the expenses repayment, if either party is not fully committed to the business, if either party fails to comply with the agreed rules or business expectations among other serious reasons.

All terms in the Confidentiality, Non-Circumvention and Non-Disclosure Agreement section in this Agreement shall survive any termination noted herein.

  • PROFIT SHARING

The net profits and losses of the Partnership, for both accounting and tax purposes, will accrue to be and borne by the Partners in proportionate shares. The profits will be shared as follows:

Partner Percentage

  1. Richard Morganstern 49%
  2. Sandra Rubbo 51%
  3. ACCOUNTING

The books of account of the transaction of the partnership shall be kept and be available for inspection by the partners in the place of business of the partnership at all times. Each partner shall be required to report all transactions related to partnership business promptly and accurately.

  • BOOKS

The partnership books shall be maintained at the principal office of the partnership, and shall fully be available to every partner. The books shall be kept on a fiscal year basis.

  1. MANAGEMENT

Each Partner shall have the right to manage the affairs of the partnership in the ordinary course of business. However, no partner may: confess judgment against the partnership; borrow on credit using the name of the partnership, borrow on credit from the partnership, or guarantee the debts of others using Partnership credit without the consent of the other Partner; and convey substantially all of the partnership assets without prior approval by majority vote.

  1. DEATH

The Partner(s) shall have the first right to purchase the interest of the decedent in the partnership from Partner’s heirs and successors, or to terminate and liquidate the partnership’s business. The partner(s) shall serve a written notice to the executor, administrator, assigns, or the known legal heirs of the decedent at the last-known address of such heir for the intention to purchase the decedent’s interest in the partnership.

The purchase price of the decedent’s interest in the partnership shall be the latter’s capital amount at the time of the decedent plus the decedent’s income account at the end of the prior fiscal year, with addition to profits from the partnership, and deductions from partnership losses for the start of the fiscal year of the incident of death until the end of the calendar month of the occurrence of death.

  1. VOLUNTARY TERMINATION

By agreement of all Partners, the Partnership may be dissolved. In which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership business shall be preferred: payment of all partnership to duties, taxes and fees to the State and to provide payment for liabilities, liquidating other expenses and obligations; equalize the income accounts of the partners; discharge the balance of the income accounts of the partners; equalize capital accounts of the partners; and discharge the balance of the capital accounts of the partners.

  1. GENERAL PROVISIONS
    1. Confidentiality, Non-circumvention and Non-Disclosure Agreement. All Parties agree that all information received from any other Party shall be used for the collective good of the transaction between the Parties and is not to be used in any way to:
      1. circumvent, eliminate, reduce or in any way diminish the role of another Party;
      1. capitalize on, leverage, or in any way benefit individually and separately over the another Party from or by the use of said information outside of the spirit and purpose of this joint venture between the Parties;
      1. compete directly or indirectly with another Party. The intent is that recipient by receiving confidential information including customer lists, etc. from the disclosing Party will not use of said information to compete with or circumvent the disclosing Party.
      1. Any current, past and future transaction shall not be disclosed to any third party.
      1. Disclose any and all internal discussion, dispute to any third unrelated party.
    1. Non-Exclusive. This relationship between the Parties is non-exclusive, which means that no Party is under any obligation to submit transaction opportunities to the other Party in this Agreement for the procurement of financing and re-sale, or presentation to another Buyer.
    1. Obligation of the Parties. The Parties agree to work together to accomplish the objectives of the transaction by performing timely, professionally and ethically and the Parties agree to carry out their responsibilities as set forth in this Agreement. Each Party is responsible for the cost share and tax liabilities of any other Party. It is understood, timing is a key factor in this market place where parties are operating, therefore, each party shall act as time is of essence.
    1. Indemnity. Each Party shall defend, indemnify and hold the other Party and their representatives harmless from and against any and all liabilities, losses and damages and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with: any breach by them of any warranty, representation, or agreement contained in this Agreement or the performance of the Party’s duties and obligations under this Agreement.
    1. Liability. Each Party acknowledges that it shall be responsible for any loss, cost, damage, claim or other charge that arises out of or is caused by the actions of that Party or its employees or agents. No Party shall be liable for any loss, damage, claim, or other charge that arises out of or is caused by the actions of any other Party.
    1. Risk. The Parties acknowledge that this business has some inherent risks associated with it such as volatility of the market. While each Party shall exercise their best reasonable effort to mitigate such risks, it is understood that such risks exist.
    1. Performance. If one or all of the Parties fail to perform, this Agreement is immediately cancelled and unenforceable and becomes null and void. The non-performing party may pay out 50% of his proceeds to the performing Party.
    1. Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of the State of Massachusetts.
    1. Disputes. In the event of disputes, the Parties agree to use their reasonable best effort to settle all disputes amicably with the help of a neutral third party, if this fails, the parties shall try mediation. However, when an impasse is reached and a dispute cannot be otherwise settled, then, all disputes arising in connection with the present contract shall be settled under the rules of international conciliation and arbitration at the International Arbitration Center in USA. If arbitration fails, the parties shall resort to litigation in federal courts in Massachusetts.
    1. Best Effort. The Parties will use their best effort in completing the transaction. 
    1. Heading. Article and section heading contained in this Agreement are included for convenience only and form no part of the Agreement among the Parties.
    1. Severability. If any provision of this Agreement is declared invalid by any court or government agency, all other provisions shall remain in full force and effect.
    1. Waivers. Waiver by any Party of any breach or failure to comply with any provision of this Agreement by another Party shall not be construed as, or constitute, a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this Agreement.
  2. OTHER PROVISIONS
    1. Any notices required hereof shall be in writing and delivered by Courier or email. The Parties acknowledge and agree that such copies are legally acceptable and considered original documents.
    1. The force majeure clause of ICC standards is hereby incorporated into this Agreement and neither party shall be liable for failure to perform where the clause is applicable, except in making payment for value received or for services rendered.
    1. Changes or deletion of any part of this Agreement shall have no effect unless agreed in writing by all Parties hereto.
    1. This Agreement embodies the full understanding and agreement between the Parties and shall supersede all other understandings, verbal or written. All statements, undertakings and representations are made without omission of any material fact, with personal, corporate and legal responsibility.
    1. Each signatory to this Agreement confirms and declares that he or she is empowered, legally qualified and authorized to execute and deliver this Agreement and be bound by its terms and conditions.

IN WITNESS WHEREOF, the parties execute the agreement as follows:

 ______________________ _________________________

Name Signature

_______________________ _____________________________

Name Signature

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