PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT

BETWEEN

LIVE IN VIBRANCY

AND

MARGO DIANE DREWE

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter, “Effective Date”) by Live In Vibrancy and Margo Diane Drewe (collectively referred to as “Partners” or “Parties” or individually as ‘Partner” or “Party”) and includes that Partner’s/Party’s successors and assigns.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from the Effective Date until termination.

• THE NAME OF THE PARTNERSHIP

Partners shall carry on the partnership business under the name _______________________________.

• PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to allow for the mutual business benefit of the Parties through the Partnership Agreement.

• THE OFFICE

The principal business of the Partnership shall be the following address or such other place as is determined by the Partners;

___________________________________________________________________________

• CONTRIBUTION

Live In Vibrancy and Margo Diane Drewe will show 51% and 49% contribution respectively, to be used by the Partnership to establish their position.

In the event of Margo Diane Drewe’s death, all ownership of her property herein will revert to Adriianne Rachelle Foss.

• MANAGEMENT OF THE PARTNERSHIP

Subject to the limitations contained explicitly in this Agreement, the Partnership shall be managed by Live In Vibrancy. Margo Diane Drewe is a silent partner, and not responsible for the management of the Partnership.

• PARTNERSHIP EXPENSES

The Partnership expenses are all to become payable on account of the Partnership. All losses incurred shall be paid out of the Partnership’s capital or the profits arising from the Partnership business, or, if both shall be deficient, by the Partners on a pro-rata basis, in proportion to their original contributions.

• AUTHORITY

No Partner shall buy any goods or articles or enter into any contract on behalf of the Partnership without the prior consent in writing of the other Partner. If any Partner exceeds this authority, the other Partner shall have the option to take the goods or accept the Contract on account of the Partnership or let the goods remain the sole property of the Partner who shall have obligated themself.

• SEPARATE DEBTS

No Partner shall enter into any bond, become surety or cosigner, provide security for any person, Partnership, or corporation, or knowingly condone anything by which the Partnership property may be attached or taken in execution, without the prior written consent of the other Partner.

Each Partner shall punctually pay the Partner’s separate debts and indemnify the other Partner and the capital and property of the Partnership against the Partner’s separate debts and all expenses relating to such separate debts.

1. BOOKS AND RECORDS

The Partners shall maintain books of account and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property. Each Partner shall have free access at all times to all books and records maintained relative to the Partnership business.

1. ACCOUNTING

The fiscal year of the Partnership shall be from __________________to___________________ [MONTH AND DAY] of each year. On the _____[DAY] of _____________[MONTH], commencing in _________[YEAR], and on the ________[DAY] of ______________ [MONTH] in each succeeding year, a general accounting shall be made and taken by the Partners of all sales, purchases, receipts, payments, and transactions of the Partnership during the preceding fiscal year, and of all the capital property and current liabilities of the Partnership.

The general accounting shall be written in the Partnership account books and signed in each book by each Partner immediately after it is completed. After the signature of each Partner is entered, each Partner shall keep one of the books and shall be bound by every account, except that if any manifest error is found in an account book by any Partner and shown to the other Partners within one (1) month after the error shall have been noted by all of them, the error shall be rectified.

1. DIVISION OF PROFITS AND LOSSES

All profits (net profits) and losses occurring in the course of the Partnership shall be borne according to the contribution (51/49) unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the Parties, in which case the loss so incurred shall be made good by the Party through whose neglect or default the losses shall arise.

1. ADVANCE DRAWS

Each Partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the Partnership the terms of the Agreement, giving the date, the amount to be drawn by the respective Partner, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on.

The signatures of each Partner shall be affixed on the books of the Partnership. The total sum of the advanced draw for each Partner shall be deducted from the sum that the Partner is entitled to under the agreed distribution of profits.

1. EMPLOYEE MANAGEMENT

No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s consent.

1. RELEASE OF DEBTS

No Partner shall compound, release, or discharge any debt that shall be due or owing to the Partnership, without receiving the total amount of the debt, unless that Partner obtains the prior written consent of the other Partner to the discharge of the indebtedness.

1. NON-COMPETE

Except as otherwise provided, for the duration of this Agreement, and any subsequent agreement executed for the same or similar purpose, A Party will not directly or indirectly engage in any competing business or substantially similar business as the Partnership.

Parties may however conduct any business not related to the Partnership business or any other business as agreed upon by the Parties in writing.

1. NON-SOLICITATION

Except as otherwise provided, for the duration of this Agreement, a Partner will not directly or indirectly solicit for any competing company or any other business engaged in the same or substantially similar business as the Partnership.

1. PROHIBITION ON TRANSFER

Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Party. The consent shall not be unreasonably withheld or delayed.

1. DISPUTE RESOLUTION

Parties agree to settle disputes under this agreement through Mediation.                             

• COURT COSTS AND ATTORNEYS’ FEES

In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

• TERMINATION
• Either Party may terminate this agreement upon giving the other Party no less than _______________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

• FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

• CONFIDENTIALITY

All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.

Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party.

• ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties that this Agreement, or any terms and conditions contained in this Agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, signed by the Parties hereto, and no oral agreement shall be effective.

• NO WAIVER

Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.

No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

• SEVERABILITY

Suppose any provision of this Agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; Parties may amend that provision or remove it from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

• Notices

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

LIVE IN VIBRANCY: ________________________________________________________

MARGO DIANE DREWE: ____________________________________________________

• ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Parties, and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. Parties will exercise utmost good faith in this Agreement. Except where this Agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law. 

• cOUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

• headings

The article and section headings in this Agreement are for convenience; they form in no part of this Agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this Agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• PARTIES’ ACKNOWLEDGMENTS

The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

• Governing Law and jurisdictioN

This Agreement shall be governed in all respects by the laws of Alberta, Canada without regard to its conflict of law provisions. Each Party consents to the exclusive jurisdiction of the courts located in Alberta, Canada for any legal action, suit or proceeding arising out of or in connection with this agreement.

Each Party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.

IN WITNESS WHEREOF, the Parties have executed this Agreement, as set below.

Signed by the duly authorized representative of LIVE IN VIBRANCY     Signature: ………………………………………………   Name: ……………………………………………………   Designation: …………………………………………..   Date:………………………………………………….

Signed by MARGO DIANE DREWE         Signature: ………………………………………………   Name: ……………………………………………………   Date:………………………………………………….