Partnership Agreement

PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (the "Agreement") is made on ________.

BETWEEN

________, of the following address:

________

AND

________, of the following address:

________ (hereinafter referred to as "Partners").

WHEREAS the Partners desire to form and operate a Partnership business.

IN CONSIDERATION of mutual covenants, promises and other valuable consideration contained in this Agreement and the receipt of which is hereby acknowledged, the Parties agree as follows:

1. NAME OF BUSINESS

The business shall be carried on under the name of ________.

2. PLACE OF BUSINESS

The principal place of business shall be located as follows:

________

3. PURPOSE OF THE BUSINESS

The purpose of the Partnership shall be as follows:

________

4. TERM OF PARTNERSHIP

The business shall commence on ________ and shall continue until terminated under the terms of this Agreement or by operation of law.

5. LIABILITY OF THE PARTNERS

The liability of the Partners is limited.

6. DUTIES/OBLIGATIONS OF THE PARTNERS

The obligations of the Partners shall include:

I. to devote their best efforts and their whole time and attention to the business;

II. to be loyal to the Partnership and not engage in any business whether directly or indirectly, which competes with the Partnership business or that which is in conflict with the interest to the Partnership without the prior written consent of the other Partners;

III. to disclose and account for any benefit derived from any transaction or business of the Partnership.

7. CAPITAL CONTRIBUTION

a. Each Partner shall make the following contribution:

I. ________: ₦________ (________)

II. ________: ₦________ (________)

b. All contributions shall be deposited fully on or before ________.

c. No Partner shall withdraw any portion of the capital of the Partnership without obtaining the express written consent of the other Partners.

d. The Partners may contribute such additional capital in money, property or services as the other Partner(s) may agree to from time to time, acting reasonably.

e. All decisions regarding the distribution of profits, loss, additional contribution and all other financial decisions shall be decided by a majority vote of the Partners.

8. OWNERSHIP INTEREST OF THE PARTNERS

The ownership interest of the Partners in the Partnership shall be as follows:

I. ________, ________% (________ percent).

II. ________, ________% (________ percent).

9. PROFIT AND LOSS DISTRIBUTION

a. The net profit or losses in the Partnership business shall accrue to and be borne by the Partners in equal shares.

b. The profit and losses will be distributed every month.

10. ACCOUNTING BOOKS

There shall be accurate and complete books of account of the all the transactions of the Partnership and such books shall be available for inspection and examination by any Partner.

11. ANNUAL REPORT

At each accounting year end, the Partnership shall furnish to each Partner the annual report showing the full and complete account of the Partnership. The contents of the annual reports shall include but not limited to the following:

I. a statement of all of each Partner's income;

II. a copy of the Partnership's income tax returns for that accounting year;

III. a breakdown of the profit and loss attributable to each Partner; and

IV. any additional information that the Partners may require.

12. ACCOUNTING YEAR

The accounting year end for each year shall be December 31.

13. AUDIT

a. Any Partner shall have the right to request that the Partnership books be audited.

b. The cost of the audit will be borne by the Partnership business.

c. All accounting books and records of the Partnership business shall be audited on a monthly basis.

14. BANK

a. The Partnership shall maintain a bank account.

b. Any money belonging to the Partnership shall be deposited in the aforementioned bank. All the Partners shall be signatories to the account.

c. The Partnership may maintain another bank account(s) provided it is agreed by the Partners.

15. CAPITAL ACCOUNTS

An individual capital account will be maintained for each Partner and their initial capital contribution and any additional contribution shall be deposited to this account.

16. MANAGEMENT AND AUTHORITY

Except as otherwise agreed by the Partners, all actions and decisions regarding the management, operation and control of the Partnership and its business shall be carried out by all the Partners.

17. MEETINGS

a. Subject to the provisions in this Agreement, all decisions of the Partners shall be by a majority vote of the Partners.

b. All votes cast by of each Partner shall be in proportion to their ownership interest in the Partnership.

c. The quorum for a meeting of the Partners shall be 2 (two).

d. Meetings shall be convened at regular intervals by providing a reasonable notice to all the Partners specifying the agenda of the meeting.

e. Any Partner can call a special meeting to tackle issues that require a vote by providing reasonable notice to all the Partners.

f. All meetings will be held at a reasonable time and location.

18. CONTRACT BINDING AUTHORITY

All decisions with respect to binding the Partnership in a contract shall require a majority vote of the Partners.

19. WITHDRAWAL OF PARTNERS

a. A Partner may be withdrawn involuntarily from the Partnership upon the occurrence of one or more of the following:

I. the Partner becomes a person of unsound mind;

II. the Partner suffers from a serious ill health or disability which preventing reasonable participation in the Partnership;

III. any breach of the fiduciary duties of the Partner;

IV. if the Partner ceases to be a Partner as a result of expulsion;

V. if the Partner is found guilty of committing a criminal act;

VI. if any Partner dies;

VII. if any Partner is declared bankrupt.

b. The involuntary withdrawal of a Partner shall result in the dissolution of the Partnership.

20. VOLUNTARY WITHDRAWAL OF A PARTNER

a. A Partner may withdraw voluntarily from the Partnership in a manner agreed by the Partners.

b. When a Partner withdraws voluntarily, the remaining Partners shall have the right to buy out the shares of the Partner.

21. DISSOLUTION OF THE PARTNERSHIP

a. Except as otherwise provided in this Agreement, the Partnership may be dissolved by the majority vote of the Partners.

b. In the event of dissolution of Partnership, the Partners shall share the remaining assets or liabilities in equal proportion.

c. Upon liquidation, all the assets of the Partnership or proceeds therefrom shall be distributed in the following order of priority:

I. for the payment of debts and liabilities of the Partnership;

II. for the reimbursement of expenses incurred during the dissolution of the Partnership; and

III. to the Partners in accordance with their entitlement as described in this Agreement.

d. In the absence of any other written agreement, the value of all tangible and intangible assets of the Partnership shall be assessed based on the fair market value appraisal. The appraisal shall be conducted by an accounting firm agreed by the Partners.

22. AMENDMENT AND WAIVERS

No amendment shall be valid or binding except same is done in writing and executed by all the Partners hereto. No waiver of any provision in this Agreement will be effective or binding unless same is made in writing and signed by the Party purporting to give same.

23. ASSIGNMENT

The Parties to this Agreement shall not assign or transfer any rights and obligations under this Agreement to a third party without the prior consent of the other.

24. CONFIDENTIALITY

a. The Parties undertake not to disclose or communicate to any party any confidential information relating to this Agreement or contracts contemplated herein, which may come to their knowledge.

b. The Parties further undertake to use their best endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

25. NON COMPETE

The Partners undertake that during their term of this Partnership, they shall not engage in any business which is competitive with the Partnership business.

26. GOVERNING LAW

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

27. JURISDICTION

Both parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.

28. ENTIRE AGREEMENT

This Agreement and any other document referred to in this agreement, constitutes the entire agreement between the parties and supersede any prior written or oral agreement made between them.

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31. SEVERABILITY

Every provision in this Agreement is intended to be severable. If any provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of other clauses in this Agreement.

32. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.

SIGNED by the within named ________

__________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named ________

__________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................