DEED OF RETIREMENT
This Deed of Retirement ("Deed") is made at Andaman and Nicobar Islands on ________
BY AND BETWEEN
1. ________, with PAN No: ________, residing at ________ (hereinafter referred to as "Retiring Partner" which expression shall unless repugnant to the meaning or context thereof also mean and include his/her successors and permitted assigns)
AND
(hereinafter referred to as "Continuing Partners" which expression shall unless repugnant to the meaning or context thereof also mean and include their successors and permitted assigns)
WHEREAS the Parties hereto have been carrying partnership business under the Partnership Deed dated ________, with the name and style of ________, registered under the Indian Partnership Act, 1932. The Partnership was formed for the following purpose: ________.
WHEREAS the Retiring Partner has given notice to the Continuing Partners of his desire to retire from the said partnership with effect from ________ ("Retiring Date").
WHEREAS both Parties agree that the terms of Partnership Deed shall continue to be applicable and any inconsistency thereof with this Agreement, the terms of this Agreement shall prevail.
WHEREAS the accounts of Partnership have been made up of the assets subject to the debts and liabilities and of the profits earned till the Retiring Date and sum of Rs ________/-(________) is found to be due and payable to the Retiring Partner in lieu of his Share in the Partnership.
AND WHEREAS it is now proposed to execute this Deed recording the terms and conditions of such retirement.
NOW THEREOF IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. BACKGROUND
(a). The Retiring Partner does hereby retire and shall be deemed to have retired from the said Partnership between the parties hereto and carried on as the name of ________ as from the date of ________.
(b). As of the aforementioned date, the Continuing Partners have been and will be entitled to continue to carry on the said business in Partnership on such terms as may be agreed upon between them.
2. DEFINITIONS
(a). "Act" means the Partnership Act, 1932 (as amended from time to time).
(b). "Agreement" means this agreement, together with all annexures and schedules hereto.
(c). "Business Day" means any day, other than a Saturday or Sunday, or any public holiday recognized in the state of Andaman and Nicobar Islands.
(d). "Deed" means this agreement, together with all annexures and schedules hereto.
(e). "Firm" means the Partnership Firm as mentioned above in this Agreement.
(f). "Parties" means the Retiring Partner and Continuing Partners, either collectively or individually, as the context may require.
(g). "Partnership" means the Partnership as referred to above in this Agreement.
(h). "Partnership Deed" means the Partnership Agreement/Deed entered into between the Continuing Partners and Retiring Partner at the commencement of the Partnership.
3. INTERPRETATION
(a). Headings are included for convenience only and will not be used in its interpretation.
(b). Unless the context indicates otherwise, a reference to the singular includes the plural and vice versa, a reference to a natural person includes a corporate entity and vice versa and reference to any gender includes the other genders.
(c). When any number of days is prescribed, such number will be reckoned inclusively of the first and exclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day will be the immediately preceding day which is Business Day.
(d). If a definition is substantive, conferring rights and/or imposing obligations on either Party, the effect will be given to it as if it were a substantive term in the body of this Agreement.
(e). Any reference to any statute, regulation or other legislation will be a reference to that statute, regulation, or other legislation as at Effective Date, and as amended or substituted from time to time.
(f). The use of the word "Including" followed by the specific example/s will not be construed as limiting the meaning of the general wording preceding it.
(g). Each of the terms of this Agreement has been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly, the rule of construction that the contract will be interpreted against or to the disadvantage of the party responsible for the drafting or preparation of the contract (i.e. the doctrine of Contra Proferentem), will not apply.
4. TERMS
(a). It is declared that except as herein provided under this Agreement, the Retiring Partner shall not have and hereby releases all share, right, title, and interest in the business of the Partnership, assets (including goodwill), licenses and permits held by the Firm, its outstanding dues and receivables, outstanding contractual obligations, and the same shall belong to the Continuing Partners alone.
(b). The Continuing Partners agree to pay all the debts and liabilities of the Firm and to indemnify and keep indemnified the Retiring Partner against all such debts and liabilities and all loss, costs, charges, and expenses that the Retiring Partner may incur or suffer on account thereof.
(c). The Continuing Partners agree that after entering into this Agreement they will issue a public notice citing the retirement of the Retiring Partner from the Partnership with immediate effect. If there is any undue delay in publishing such notice, the Continuing Partners shall indemnify the Retiring Partners of any liabilities arising in relation thereto.
(d). The Retiring Partner confirms that as a result of accounts being taken the following sum of Rs. ________/-(________) is due and payable to Retiring Partner in lieu of his/her share, right, title and interest in the Partnership business including its assets and goodwill and he/she have no other claim against the Continuing Partners in respect of the said Firm.
(e). The Continuing Partners covenant to pay the said sum of Rs. ________/- (________) to the Retiring Partner by the following method:
________
(f). The Retiring Partner agrees and undertakes that he/she will not use the name of the Firm and will not carry on the same or similar business as at present carried on by the Firm.
(g). For the sake of convenience, the Retiring Partner appoints the Continuing Partners jointly and severally as his/her attorneys with authority or power to take legal action and to do all other acts and things necessary to recover the debts and liabilities due to the Firm in respect of the transactions or business done up to the Retiring Date.
(h). The Retiring Partner agrees and undertakes to execute any document or papers as may be required to give complete effect to his/her retirement from the Partnership.
(i). The Retiring Partner agrees that he/she will pay the income tax on his/her income and other amounts of money received from the firm.
5. COVENANT NOT TO COMPETE
(a). The Retiring Partner hereby covenants and agrees that he/she will not, without the prior written consent of the Firm, directly or indirectly, whether individually or through any entity controlled by Firm for the following period from the date of retirement: ________, or such maximum period fixed under the applicable laws of the country, for any reason, directly or indirectly, on his/her own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, security holder, partner, consultant, the creditor to establish or operate any such business, partnership or otherwise) which is competitive with the then-existing business of the Firm. For the purposes of this Agreement, a "Competitive Business" is a business that derives 10% or more of its revenue from the market in which the Firm provides products and/or services as of the date of retirement.
(b). Specifically, the restricted area under this clause will be as follows:
________
6. COVENANT NOT TO SOLICIT
(a). For the following period from the date of retirement: ________, the Retiring Partner shall not for his/her benefit, or for the benefit of any other person, professional association, partnership or corporation, (a) call upon, accept business from, or solicit the business of any person who is or who had been at any time during the preceding twelve months, a customer or supplier of the Firm, (b) interfere with the business relationship between the Firm and any of its customers, suppliers or others with whom they have business relationships (c) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, the Firm to terminate his/her employment or other relationship with the Firm, or hire any person who has left the employment of or ceased providing services to the Firm during the preceding twelve months.
7. CONFIDENTIAL INFORMATION
(a). Retiring Partner acknowledges that by reason of business relationship with the Firm he/she had or may have access to the confidential information of the Firm, including personal information, payroll information, financial statements, budget statements, strategic plans and strategies, pricing and cost information and other information developed or obtained by the Firm that is not generally available to the industry in which Firm competes ("Confidential Information"). Retiring Partner agrees that after entering into this agreement, he/she will not directly or indirectly use or divulge such confidential information for any reason and agrees to return or destroy as advised by the Firm within a reasonable time. These obligations are in addition to any obligations the Retiring Partner has under the applicable state or central laws.
(b). Retiring Partner recognises and acknowledges that the confidential and trade secret information is a valuable and unique asset of the Firm, and Retiring Partner agrees to maintain the confidentiality of the trade secrets and not to disclose it, in whole or in part, to any person, firm, corporation or other entity for any reason.
8. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
9. 58558285585588
552 2552828 58222882522 525 52522 2552 2585 25522 558 52882825 525 2222285225 252 22528 525 2528888228 22 2588 825222222 525 558 555 252 22225252822 22 8222588522 22 828 52888822. 88825582282, 252 5582 22 822825582822 22 252 222282 2552 52882582828 552 52828825 5258282 252 55522822 25522 85588 222 82 22282225 82 252 82225252252822 22 2588 825222222. 852525, 252 22528 22 2588 825222222 85588 82 822825525 258582 58 22 8225 2552828 525 222 82 258255 25 5258282 282525 25522.
10. 88 285558
552 2588552 22 522 25522 525222 22 2222582 522 252888822 22 2588 825222222 85588 82 22 852 82 822825525 22 82 5 858825 22 8585 2528888228 25 22 522282 252 85885822 22 2588 825222222 25 522 2552 2525222 25 252 58252 22 282525 25522 22 2222582 2585 525 28252 252888822 82 5882555282 8825 828 22528.
11. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
12. NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
13. DISPUTE RESOLUTION
Both the Parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint a single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
This Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
14. LEGAL FEE AND COSTS
In the event of any legal action by either Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
15. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
16. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute the same instrument.
17. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.
Dated:
Signature: ______________________
________
Dated:
WITNESS-1
Name: _____________________________
Address: ___________________________
___________________________________
___________________________________
Signature
WITNESS-2
Name: _____________________________
Address: ___________________________
___________________________________
___________________________________
Signature
DEED OF RETIREMENT
This Deed of Retirement ("Deed") is made at Andaman and Nicobar Islands on ________
BY AND BETWEEN
1. ________, with PAN No: ________, residing at ________ (hereinafter referred to as "Retiring Partner" which expression shall unless repugnant to the meaning or context thereof also mean and include his/her successors and permitted assigns)
AND
(hereinafter referred to as "Continuing Partners" which expression shall unless repugnant to the meaning or context thereof also mean and include their successors and permitted assigns)
WHEREAS the Parties hereto have been carrying partnership business under the Partnership Deed dated ________, with the name and style of ________, registered under the Indian Partnership Act, 1932. The Partnership was formed for the following purpose: ________.
WHEREAS the Retiring Partner has given notice to the Continuing Partners of his desire to retire from the said partnership with effect from ________ ("Retiring Date").
WHEREAS both Parties agree that the terms of Partnership Deed shall continue to be applicable and any inconsistency thereof with this Agreement, the terms of this Agreement shall prevail.
WHEREAS the accounts of Partnership have been made up of the assets subject to the debts and liabilities and of the profits earned till the Retiring Date and sum of Rs ________/-(________) is found to be due and payable to the Retiring Partner in lieu of his Share in the Partnership.
AND WHEREAS it is now proposed to execute this Deed recording the terms and conditions of such retirement.
NOW THEREOF IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. BACKGROUND
(a). The Retiring Partner does hereby retire and shall be deemed to have retired from the said Partnership between the parties hereto and carried on as the name of ________ as from the date of ________.
(b). As of the aforementioned date, the Continuing Partners have been and will be entitled to continue to carry on the said business in Partnership on such terms as may be agreed upon between them.
2. DEFINITIONS
(a). "Act" means the Partnership Act, 1932 (as amended from time to time).
(b). "Agreement" means this agreement, together with all annexures and schedules hereto.
(c). "Business Day" means any day, other than a Saturday or Sunday, or any public holiday recognized in the state of Andaman and Nicobar Islands.
(d). "Deed" means this agreement, together with all annexures and schedules hereto.
(e). "Firm" means the Partnership Firm as mentioned above in this Agreement.
(f). "Parties" means the Retiring Partner and Continuing Partners, either collectively or individually, as the context may require.
(g). "Partnership" means the Partnership as referred to above in this Agreement.
(h). "Partnership Deed" means the Partnership Agreement/Deed entered into between the Continuing Partners and Retiring Partner at the commencement of the Partnership.
3. INTERPRETATION
(a). Headings are included for convenience only and will not be used in its interpretation.
(b). Unless the context indicates otherwise, a reference to the singular includes the plural and vice versa, a reference to a natural person includes a corporate entity and vice versa and reference to any gender includes the other genders.
(c). When any number of days is prescribed, such number will be reckoned inclusively of the first and exclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day will be the immediately preceding day which is Business Day.
(d). If a definition is substantive, conferring rights and/or imposing obligations on either Party, the effect will be given to it as if it were a substantive term in the body of this Agreement.
(e). Any reference to any statute, regulation or other legislation will be a reference to that statute, regulation, or other legislation as at Effective Date, and as amended or substituted from time to time.
(f). The use of the word "Including" followed by the specific example/s will not be construed as limiting the meaning of the general wording preceding it.
(g). Each of the terms of this Agreement has been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly, the rule of construction that the contract will be interpreted against or to the disadvantage of the party responsible for the drafting or preparation of the contract (i.e. the doctrine of Contra Proferentem), will not apply.
4. TERMS
(a). It is declared that except as herein provided under this Agreement, the Retiring Partner shall not have and hereby releases all share, right, title, and interest in the business of the Partnership, assets (including goodwill), licenses and permits held by the Firm, its outstanding dues and receivables, outstanding contractual obligations, and the same shall belong to the Continuing Partners alone.
(b). The Continuing Partners agree to pay all the debts and liabilities of the Firm and to indemnify and keep indemnified the Retiring Partner against all such debts and liabilities and all loss, costs, charges, and expenses that the Retiring Partner may incur or suffer on account thereof.
(c). The Continuing Partners agree that after entering into this Agreement they will issue a public notice citing the retirement of the Retiring Partner from the Partnership with immediate effect. If there is any undue delay in publishing such notice, the Continuing Partners shall indemnify the Retiring Partners of any liabilities arising in relation thereto.
(d). The Retiring Partner confirms that as a result of accounts being taken the following sum of Rs. ________/-(________) is due and payable to Retiring Partner in lieu of his/her share, right, title and interest in the Partnership business including its assets and goodwill and he/she have no other claim against the Continuing Partners in respect of the said Firm.
(e). The Continuing Partners covenant to pay the said sum of Rs. ________/- (________) to the Retiring Partner by the following method:
________
(f). The Retiring Partner agrees and undertakes that he/she will not use the name of the Firm and will not carry on the same or similar business as at present carried on by the Firm.
(g). For the sake of convenience, the Retiring Partner appoints the Continuing Partners jointly and severally as his/her attorneys with authority or power to take legal action and to do all other acts and things necessary to recover the debts and liabilities due to the Firm in respect of the transactions or business done up to the Retiring Date.
(h). The Retiring Partner agrees and undertakes to execute any document or papers as may be required to give complete effect to his/her retirement from the Partnership.
(i). The Retiring Partner agrees that he/she will pay the income tax on his/her income and other amounts of money received from the firm.
5. COVENANT NOT TO COMPETE
(a). The Retiring Partner hereby covenants and agrees that he/she will not, without the prior written consent of the Firm, directly or indirectly, whether individually or through any entity controlled by Firm for the following period from the date of retirement: ________, or such maximum period fixed under the applicable laws of the country, for any reason, directly or indirectly, on his/her own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, security holder, partner, consultant, the creditor to establish or operate any such business, partnership or otherwise) which is competitive with the then-existing business of the Firm. For the purposes of this Agreement, a "Competitive Business" is a business that derives 10% or more of its revenue from the market in which the Firm provides products and/or services as of the date of retirement.
(b). Specifically, the restricted area under this clause will be as follows:
________
6. COVENANT NOT TO SOLICIT
(a). For the following period from the date of retirement: ________, the Retiring Partner shall not for his/her benefit, or for the benefit of any other person, professional association, partnership or corporation, (a) call upon, accept business from, or solicit the business of any person who is or who had been at any time during the preceding twelve months, a customer or supplier of the Firm, (b) interfere with the business relationship between the Firm and any of its customers, suppliers or others with whom they have business relationships (c) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, the Firm to terminate his/her employment or other relationship with the Firm, or hire any person who has left the employment of or ceased providing services to the Firm during the preceding twelve months.
7. CONFIDENTIAL INFORMATION
(a). Retiring Partner acknowledges that by reason of business relationship with the Firm he/she had or may have access to the confidential information of the Firm, including personal information, payroll information, financial statements, budget statements, strategic plans and strategies, pricing and cost information and other information developed or obtained by the Firm that is not generally available to the industry in which Firm competes ("Confidential Information"). Retiring Partner agrees that after entering into this agreement, he/she will not directly or indirectly use or divulge such confidential information for any reason and agrees to return or destroy as advised by the Firm within a reasonable time. These obligations are in addition to any obligations the Retiring Partner has under the applicable state or central laws.
(b). Retiring Partner recognises and acknowledges that the confidential and trade secret information is a valuable and unique asset of the Firm, and Retiring Partner agrees to maintain the confidentiality of the trade secrets and not to disclose it, in whole or in part, to any person, firm, corporation or other entity for any reason.
8. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
9. 58558285585588
552 2552828 58222882522 525 52522 2552 2585 25522 558 52882825 525 2222285225 252 22528 525 2528888228 22 2588 825222222 525 558 555 252 22225252822 22 8222588522 22 828 52888822. 88825582282, 252 5582 22 822825582822 22 252 222282 2552 52882582828 552 52828825 5258282 252 55522822 25522 85588 222 82 22282225 82 252 82225252252822 22 2588 825222222. 852525, 252 22528 22 2588 825222222 85588 82 822825525 258582 58 22 8225 2552828 525 222 82 258255 25 5258282 282525 25522.
10. 88 285558
552 2588552 22 522 25522 525222 22 2222582 522 252888822 22 2588 825222222 85588 82 22 852 82 822825525 22 82 5 858825 22 8585 2528888228 25 22 522282 252 85885822 22 2588 825222222 25 522 2552 2525222 25 252 58252 22 282525 25522 22 2222582 2585 525 28252 252888822 82 5882555282 8825 828 22528.
11. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
12. NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
13. DISPUTE RESOLUTION
Both the Parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint a single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
This Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
14. LEGAL FEE AND COSTS
In the event of any legal action by either Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
15. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
16. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute the same instrument.
17. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.
Dated:
Signature: ______________________
________
Dated:
WITNESS-1
Name: _____________________________
Address: ___________________________
___________________________________
___________________________________
Signature
WITNESS-2
Name: _____________________________
Address: ___________________________
___________________________________
___________________________________
Signature
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