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:
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
This Agreement aims to allow for the mutual business benefit of the Parties by providing for the governing terms between the Parties on the newly formed division located in Africa.
The principal business of the Partnership shall be the following address or such other place as is determined by the Partners;
The Parties will show the following contribution, to be used by the Partnership to establish their position.
Party 1: _____________________
Except as expressly provided in this Agreement, or as otherwise provided by and per the law to the extent such law is not inconsistent with this Agreement, no Partner shall have the right to withdraw or reduce his or her contributions to the Partnership.
MANAGEMENT OF THE PARTNERSHIP
The Parties shall enjoy the total, exclusive, and absolute right, power, and authority to manage and control the Partnership in proportion to their contribution. The Parties shall have all of the rights, powers, and authority conferred by law or under other provisions of this Agreement. All decisions respecting the management, operation and control of the Partnership business and determination made in accordance with the provisions of this Agreement shall be made based upon a majority share of the Partnership in favor of the decision.
The Partners shall devote to the conduct of the Partnership business so much of their respective time as may be reasonably necessary for the efficient operation of the Partnership business.
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.
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.
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.
LEGAL TITLE TO PARTNERSHIP PROPERTY
Legal title to the property of the Partnership shall be held in the name of or such other name or manner as the Partners shall determine to be in the best interest of the Partnership. It is expressly understood and agreed that the manner of holding title to property (or any part thereof) of the Partnership is solely for the Partnership’s convenience. All such property shall be treated as Partnership property subject to the terms of this Agreement.
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.
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.
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 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.
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.
No Partner shall hire or dismiss any person in the Partnership’s employment without the other Partner’s written consent.
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.
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.
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.
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.
Parties agree to settle disputes under this Agreement per the existing exclusivity agreement, wherein mediation and arbitration will take place in Newark, Delaware.
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.
Either Party may terminate this Agreement upon giving the other Party no less than _______________notice in writing five years after the Effective Date. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs they have already paid in advance or incurred.
The above notwithstanding, this Agreement may be terminated at any time and for any reason at the discretion of the Holding company.
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.
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.
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.
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.
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.
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 above-mentioned 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.
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.
This Agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
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.
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.
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 Newark, Delaware, without regard to its conflict of law provisions. Each Party consents to the exclusive jurisdiction of the courts located in Newark, Delaware 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 PARTY 2 Signature: ………………………………………………Name: ……………………………………………………Designation: …………………………………………..Date:………………………………………………….
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