PARTNERSHIP AGREEMENT

BETWEEN

1. ___________________________________________________________________________

AND

2. ___________________________________________________________________________

-FOR-

HIDEAWAY BY THE SEA

THIS PARTNERSHIP AGREEMENT is made on the …………..day of……….20……., entered into by the Partners (collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       APPLICATION OF TERMS AND THE PERFORMER UNDERSTANDING
2.  
3.  
4.  
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This agreement shall be valid from the date of execution until termination.

• THE NAME OF THE PARTNERSHIP

Partners shall carry on the partnership business under the name “HIDEAWAY BY THE SEA”.

• PURPOSE OF THE AGREEMENT

The purpose of this agreement is to engage in a Bar/restaurant business.

• THE OFFICE

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

        ______________________________________________

        _______________________________________________

        ________________________________________________

        _________________________________________________

• PARTNERSHIP PROPERTY
• All the assets used for the Partnership business shall be Partnership property and shall belong to the Partners in the proportions in which they share the profits of the Partnership.
• Any Intellectual Property created or discovered by a person while a Partner relating to the activities of the business of the Partnership (“Partnership IP”) shall be disclosed to the Partners immediately and shall belong to and be the absolute property of the Partners to be used solely for purposes of the Partnership.
• For purposes of this clause, “Intellectual Property” shall mean all copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions (including without limitation any improvement or addition to any invention), trade secrets, know-how, and confidential information, design rights, patents, utility models, all rights of whatsoever nature in computer software and data and rights in databases, whether registered or not and all applications for registration, renewals or extensions concerning any of the above and all intangible rights and privileges of a nature similar, analogous or allied to any of the above in any part of the world;
• To the extent that the legal title in any Partnership, IP is not for any reason vested in the Partnership or the Partners (or some of them on trust for the Partnership), the Partner who created or discovered such Partnership IP shall hold such rights on trust for the other Partners and the Partnership and such creating or discovering Partner shall, at the cost of the Partnership, do all such acts and execute all such documents as may be reasonably required by the Partnership to vest the legal title in the Partnership or in the Partners (or some of them on trust for the Partnership).

• FINANCES
• The capital of the Partnership is ______________________or such other amount as is determined by the Partners. Suppose the Partners determine to increase the capital of the Partnership. In that case, each Partner shall pay his share of the increase on the relevant resolution being passed or on such other date as the resolution specifies.
• The Partnership’s capital shall belong to the Partners in the proportions in which each Partner has contributed.
• Each of the Partners shall be entitled to interest at the rate of­­__________________per cent per annum on the amount of his share of the Partnership capital and __________________per cent per annum for any advances made to the Partnership. Any advances made to the business shall be treated as loans.
• The profits and losses of the Partnership shall belong to and be divided in the ratio and proportion of;

__________________per cent per for ______________________________________________and __________________per cent per for _______________________________________________

• The Partners shall have a weekly, monthly or quarterly payout option as agreed by the parties in writting.
• All Partnership money (not required for current expenses) shall, as and when received, be paid into the Partnership bank account.
• Partnership cheques shall require the signature of both Partners.
• The Partners shall maintain the partnership records and account at the principal office of the Partnership, and each Partner shall at all times have access to it.

• MANAGEMENT

The Partners shall have equal rights in the management of the partnership business, and each Partner shall devote their utmost efforts to the conduct of the partnership business. Without the consent of the other Partner, neither Partner shall on behalf of the Partnership borrow or lend money, or make or deliver, or accept any commercial paper, or execute any security agreement, bond, 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 partnership business.

• PROHIBITION ON TRANSFER

A Partner shall not, and shall have no right, to sell,

assign, pledge or mortgage his interest in the Partnership, or the Partnership

property or assets, except with the written consent of all the Partners, and any such

prohibition transfer, if attempted, shall be void and without force or effect.

1. DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by negotiation. Parties shall act in good faith to resolve the dispute.  Nothing in this section shall be construed as limiting the court’s jurisdiction.

1. TERMINATION
2. Either party may terminate this agreement at any time upon breach of the contract by the other party.
3. Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
4. Partners may also terminate this agreement voluntarily.
5. Upon termination of the Partnership, neither Partner shall be allowed to carry out the exact nature of business as the Partnership or with the Partnership name without the express consent and approval of the former Partner.
6. The termination of this agreement shall not discharge the liabilities accumulated by either party.
7. 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.

1. changes to the agreement

Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded.

1. Force Majeure
2. 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.
3. A Party’s failure to fulfill its obligations due to Force Majeure, to shall not be considered as breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. confidentiality

The Partners shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Partnership, whether such information or matter is stated to be confidential or not, without the express written permission of the Partners.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

1. 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.

1. NOTICES

The Parties shall be served through the following addresses (including email).

THE VENDOR:                      ___________________________________________

                                                ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CLIENT:                        ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

1. CHANGE OF ADDRESS

Either party may change the above addressees by reasonable notice in writing given to the other party.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

• GOVERNING LAW

This agreement shall be governed in all respects by the Laws of the State of Florida.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.