General Partnership Agreement

GENERAL PARTNERSHIP AGREEMENT

This agreement is dated ________

PARTIES

1. ________ of:

________ (Partner 1).

2. ________ of:

________ (Partner 2).

BACKGROUND

(A). The Partners under this agreement shall be the parties mentioned in the "Parties" section of this agreement who have come together to form this partnership to carry out the following business:

________

(B). The Partners shall carry on the Partnership under the terms of this agreement.

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

Definitions

Accountants: ________ appointed as accountant by the terms of this agreement, with address at:

________

Accounts: the accounts of the Partnership for each Accounting Period produced as provided by the relevant clauses of this agreement.

Accounts Date: ________ or any other date which the Partners decide in accordance with the relevant clause of this agreement.

Accounting Period:

Business: any business the Partners may decide to carry on as provided by the relevant clauses of this agreement and, in particular, the business described as follows:

________

Business Day: a day other than a Saturday, a Sunday or a public holiday in England when the banks in London are open for business.

Capital Account: the accounts of each Partner maintained in line with the terms of this agreement.

Commencement Date: ________.

Current Account: the accounts of each Partner maintained in line with the terms of this agreement.

Continuing Partners: the Partners who continue to be partners after a Leaving Date.

Leaving Date: a date on which an Outgoing Partner is no longer or is deemed to be no longer a Partner under this agreement.

Leaving Accounts: a profit and loss account, as well as a balance sheet, for the time period between the last Accounts Date and the Leaving Date.

Managing Partner: a Partner elected as managing partner under the terms of this agreement.

Name: ________ or any other name as determined by the Partners under the terms of this agreement.

Net Profits and Losses: the Partnership's net profits and losses for each Accounting Period, calculated in line with the relevant clauses of this agreement.

Outgoing Partner: a Partner who stops being a Partner, as well as their personal representatives or trustee in bankruptcy, where the context permits.

Partners: parties to this agreement, as long as they stay partners, and anyone else who is or becomes a party at any time. At the time of signing, the Partners are:

________

________

Partnership: the Partnership that the Partners are running for the Business under this agreement.

Partnership Property: the Premises and all other assets (or rights in them) that are used by the Partnership to run the Business.

Premises: the Partnership's freehold or leasehold premises, which are described in this agreement, as well as any other premises chosen by the Partners located at:

________

(1). Any Clause, schedule or paragraph headings shall not affect the interpretation of this agreement.

(2). A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

(3). Any mention of a company shall include any company, corporation, or other body corporates, regardless of where or how it was established.

(4). Unless the context dictates otherwise, any words in the singular shall include the plural and words in the plural shall include the singular.

(5). Any reference to clauses is to clauses contained in this agreement.

(6). Unless the context dictates otherwise, a reference to one gender shall include a reference to the other genders.

(7). Any reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made from time to time under it.

(8). A reference to writing or written excludes faxes and email.

(9). any reference made to clauses or schedules are to the clauses and schedules contained in this agreement, while any references to paragraphs are to the paragraphs of the relevant schedule.

(10). any words following the terms include, including, in particular or for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(11). any obligation in this agreement imposed on a person not to do something also includes an obligation to not agree or permit that thing to be done.

2. COMMENCEMENT AND DURATION

The partnership shall commence on Commencement Date and shall continue according to the terms of this agreement until ________ (inclusive of both dates).

3. NAME OF PARTNERSHIP AND PLACE OF BUSINESS

(a). The Partnership shall conduct Business under the Name.

(b). If the Partners decide to change the Name, the Partnership must promptly notify all relevant authorities and professional organisations, as well as all of its existing clients or buyers with whom it has conducted business in the previous 2 years.

(c). The Business shall be conducted from the Premises or any other location chosen by the Partners in line with the relevant clause of this agreement.

4. CAPITAL

(a). At the date of the Partnership's formation, each Partner is required to contribute £________ to the Partnership's starting capital equally.

(b). All initial financial contributions to capital shall be paid into the Partnership's bank account, and such amounts shall be credited to each Partner's Capital Account on the date that it is received into the Partnership's bank account.

(c). Where an asset is transferred to or by a Partner, rather than a cash payment, as a contribution to or repayment of the Partnership's contribution, the value of that contribution or repayment shall be determined in accordance with the terms set out in the relevant clause of this agreement. The amount of such value shall be credited or debited from the Partner's Capital Account.

(d). The capital of the Partnership at any time will belong to the Partners to which the balance of each of their Capital Accounts bears to the total capital of the Partnership.

(e). In the event that any further capital contribution is required, or capital is to be repaid, the Partners, while relying on the relevant clause of this agreement, shall decide the following:

(I). the total amount;

(II). the apportionment of such contribution or repayment between the Partners;

(III). the timing of payments and of crediting or debiting of Capital Accounts; and

(IV). the form of such contribution or repayment.

In the absence of any agreement to the contrary, such contributions or repayments shall be by or to all of the Partners equally

5. PARTNERSHIP PROPERTY

(a). The Partners shall be entitled to ownership of Partnership Property in proportion to their capital contributions.

(b). Where a Partnership Property is in the name of one or more of the individual Partners, it must be held in trust for all the other Partners. The Partnership shall bear all costs and expenses that relate to such Partnership Property and shall indemnify the Partner or Partners in whom such property is vested against all liabilities that may arise directly or indirectly in respect of it.

6. PROFITS AND LOSSES

(a). The Net Profits and Losses of the Partnership (as well as capital profits and losses incurred in that Accounting Period) shall belong to and be borne by the Partners equally and shall be credited or debited to the Partners' Current Accounts as soon as the annual accounts for the relevant Accounting Period are approved by the Partners in accordance with the relevant clauses of this agreement.

(b). Where the absence of a Partner from the Business is as a result of illness or injury up to or more than 70 complete Business Days in any Accounting Period, their share of Net Profit for that Accounting Period shall be reduced. Such a reduction shall be calculated using the following formula:

the amount of the Partner's profit shall be multiplied by the excess number of complete days' absence, which shall include Saturdays, Sundays and public holidays. The result of this shall be divided by 365 and then deducted from the Partner's share of Net Profit.

In the event that such a reduction is made, the profit shares of the other Partners shall be increased equally.

(c). Notwithstanding the foregoing, a Partner shall be precluded from sharing in the Net Profits for any period when they are entitled to payment or benefits under any permanent sickness or ill-health which the Partnership pays for. In this instance, the Net Profits of the relevant Accounting Period(s) will be apportioned on a daily basis. To such an extent that the absent Partner is not entitle to Net Profits during such period of absence, the shares of the other Partners shall be increased equally.

(d). While a Partner shall be entitled to a reduced share of Net Profits as a result of long term illness or injury, they shall remain responsible for a share of Net Losses.

7. CAPITAL AND CURRENT ACCOUNTS

(a). Each Partner shall have a Capital Account, to which their respective capital contributions shall be credited. Additionally, the following shall also be credited to their Capital Accounts:

(I). any further capital contributions they make;

(II). any amounts in respect of a revaluation of assets; and

(III). their respective share of any capital profits.

The amount of any repayment of capital to the Partner(s) as well as their respective share of any capital loss shall be debited to their Capital Accounts.

(b). Each Partner shall have a Current Account, to which shall be credited any profit share to which each it is entitled and any other sums of a current nature, and to which shall be debited any drawings and any payments of or provisions for tax.

8. DRAWINGS

(a). In the event that a Partner withdraws funds in the profit share they are entitled to in an Accounting Period under this agreement, that Partner shall repay the excess amount to the Partnership immediately on the approval of the Accounts for that year in accordance with the relevant clause of this document along with any interest that has accrued on the excess at an interest rate of ________% above the base lending rate from time to time of ________. This obligation to repay excess drawings imposed under this clause shall be applicable to any Partner who becomes an Outgoing Partner during the course of the relevant Accounting Period.

(b). A Partner will not be able to draw any sum of money under this clause unless there is money and/or facilities to cover the drawings to which all of the Partners are entitled at that date, in excess of sums that the Partners unanimously agree are required for the current expenses of the Partnership.

9. ACCOUNTS

(a). The Partners must keep accurate books of account (including any computerised accounting system the Partnership uses) and record all receipts and payments promptly. All Partners shall have the right to inspect (and make copies of) the books of account kept at the Premises.

(b). The Partnership's accountants shall be the Accountants.

(c). The Partners shall instruct the Accountants to write up, audit and distribute to all Partners a profit and loss account for that Accounting Period and a balance sheet as soon as it is reasonably practicable following the end of each Accounting Period.

10. BANKING

(a). All Partnership bank accounts shall be maintained with ________ or such other bank or building society as the Partners may choose in line with the relevant clause of this agreement.

(b). All of the Partnership's bank accounts shall bear the Name.

(c). The written consent of more than 50% of the Partners is required before a Partnership bank account can be opened.

(d). Where a cheque is for a sum that exceeds £________, it must be signed by all existing Partners before it can be drawn on, or have instruction issued for the electronic transfer of moneys from any Partnership Account.

(e). All moneys, cheques and drafts received by or on behalf of the Partnership shall be paid promptly into a Partnership account.

11. INSURANCE

(a). The Partners shall effect and at all times keep in force (for the benefit of the Partnership or of individual partners, as the parties shall specify in writing) such policies of insurance for such amounts as they shall decide. The Partnership shall be responsible for maintaining any elected insurance policies.

(b). The Partnership at its own expense maintain insurance policies (for the benefit of the Partnership or individual Partners as the parties shall specify in writing) for such amounts as the Partners may decide in respect of:

(I). partnership Property;

(II). private medical insurance for Partners;

(III). life assurance and/or critical illness for the Partners;

(IV). employer's liability;

(V). public liability;

(VI). professional negligence; and

(VII). additional policies:

________

(c). The Partners shall co-operate in obtaining the insurance policies referred to in this clause and shall undergo any medical examination considered to be reasonably necessary for the procurement of any such insurance policy.

12. DUTIES AND POWER

(a). At all times, each Partner is required to:

(I). make use of their best skills to endeavour the promotion and carrying on of the Business for the benefit of the Partnership, and conduct themselves in a proper and responsible manner;

(II). devote such time and attention as is necessary for the proper performance of their duties to the Business (other than during period of absence due to illness, injury, holiday or leave taken in accordance with this agreement);

(III). comply with all legislation, regulations, professional standards and other provisions as may govern the conduct of the Business;

(IV). show the utmost good faith to the other Partners in all transactions involving the Partnership and give them a true account of, and full information about, all things that concern the Partnership;

(V). keep proper accounts, diaries and records in their office in legible format as may be reasonably required by the Partners, and ensure that they are accessible to all Partners and that Partners can take copies of them;

(VI). with delay, inform the Partners upon becoming a party to any legal proceedings;

(VII). pay and discharge their present and future debts and engagements on time; and

(VIII). render account to the Partnership for any profit that is gotten from a business, office or appointment accepted by them in breach of this agreement, or any personal benefit by they receive from the Business, the use of the Name, Partnership Property or business connections of the Partnership.

13. RESTRICTIONS ON PARTNERS

(a). All Partners shall be precluded from doing the following without the prior written consent of the other Partners:

(I). directly or indirectly engaging in or be concerned in any business that is separate from the Business or accept (otherwise than in a voluntary or honorary capacity) any office or appointment except that other business, office or appointment is not a competitor of the Business;

(II). using the Name, Partnership Property or the business connections of the Partnership to derive any benefit.

(III). engaging in any contract or commitment for the Partnership without using the Name;

(IV). except in the ordinary course of business entering into any arrangement that may result in the Partners losing, or becoming liable for, any sums in respect of that transaction which exceeds £________ in total;

(V). giving any guarantee or undertaking on behalf of the Partnership in respect of any sum or sums that exceeds a total of £________;

(VI). drawing any cheque on any account of the Partnership that is not in accordance with the then current mandate;

(VII). except in the ordinary course of Business, disposing of any Partnership Property by loan, pledge, sale or otherwise;

(VIII). assigning, mortgaging or charging the Net Profits and Losses or any Partnership Property or their rights or interest in the Partnership or any part of it;

(IX). dealing with any person with whom or which the Partners have resolved not to deal with; or

(X). engaging or dismissing any employee except for gross misconduct of the Partnership or appointing any person as an agent of the Partnership.

14. MANAGING PARTNER

(a). The Managing Partner shall be elected through a majority vote of the Partners and they shall be responsible for the day-to-day management of the Partnership.

(b). The first Managing Partner shall be ________, whose term shall end on ________. From that time, any elected Management Partner shall serve for a term of ________ successive Accounting Periods.

(c). Where a written notice of a resolution passed by a majority of Partners, to end the term of a Managing Partner has exceeded ________ months, such a Partner may be effectively removed during their term. The Managing Partner who serves as replacement shall remain in office only until the original term of the previous Managing Partner expires.

(d). A Managing Partner shall be ineligible for re-election.

15. MEETINGS AND VOTING

(a). Partners shall hold meetings at least ________ times every calendar year;

(b). The following provisions shall govern all meetings of the Partners:

(a). partners shall have absolute discretion on the location and the time of a meeting;

(b). all Partners shall be served with a notice detailing the place, day and time of the meeting and such notice shall contain a statement of the matters to be discussed at the meeting;

(c). except in the case of an emergency, all Partners must be given at least ________ clear days' notice of a meeting, so long as shorter notice shall be valid if all the Partners attend the meeting or if the Partners ratify it at a subsequent meeting;

(d). at the beginning of any meeting, the Partners who are present shall elect the chair of the meeting by a simple majority of Partners present. The chair shall have a casting vote;

(e). the quorum for a meeting is ________ Partners who are present in personor by proxy (which shall mean another Partner who is appointed in writing to attend and vote on behalf of the appointing Partner);

(f). if a proper quorum is not present within ________ minutes of the meeting start time stated in the notice, then any resolution passed at an inquorate meeting shall be deemed to be valid if it is later ratified by the required majority in attendance at a later meeting with has the appropriate quorum; and

(g). the minutes of meetings shall be prepared and approved and signed by the chair of the meeting as evidence of the proceedings.

(c). A Partner may, in writing, appoint another Partner to be their proxy, with the right to attend and vote on their behalf at any meeting of the Partners.

(d). Aside from the matters referred to in the next clause, all other matters requiring the decision of the Partners under this agreement shall be determined by a simple majority vore of the Partners at a duly convened meeting.

(e). Subject to the provisions of the preceding clause, every other matter considered at any meeting of the Partners shall be decided by simple majority vote, however the following matters shall have the following requirements:

(h). any alterations of this agreement shall require unanimous approval of the Partners;

(i). any change in the nature of the Business shall require unanimous approval of the Partners;

(j). the acquisition or disposal of the Premises or interests in them shall require unanimous approval of the Partners;

(k). changing the place of Business or opening a new place of Business shall require unanimous approval of the Partners;

(l). the acquisition or disposal of all or part of the Business or a merger with another Partnership shall require unanimous approval of the Partners;

(m). the admission of a new Partner to the Partnership shall require unanimous approval of the Partners;

(n). an increase or decrease or change in the Partners' shares in the capital of the Partnership, including a requirement for Partners to provide additional capital and, where a contribution or repayment of capital is by way of a transfer of an asset by or to a Partner, the valuation of that asset shall require unanimous approval of the Partners;

(o). a change in the Name shall require unanimous approval of the Partners;

(p). giving notice: to a Partner, to compulsorily retire ot to expel that Partner from the Partnership, under the relevant clauses of this agreement, but so that in such case the unanimity required shall be of all the Partners other than the Partner whose retirement or expulsion is in question;

(q). any purchase of a capital item by the Partnership costing in excess of £________ shall require unanimous approval of the Partners;

(r). the borrowing or lending by the Partnership or the giving or any guarantee or undertaking of the Partnership in respect of sums exceeding a total of £________ shall require unanimous approval of the Partners;

(s). any dissolve the Partnership shall require unanimous approval of the Partners;

(t). any decision for the Partners to apply for an administration order under the Insolvency Act 1986 shall require unanimous approval of the Partners; and

(u). any decision to increase the sums referred to in this clause shall require unanimous approval of the Partners.

(f). Where all the Partners sign a written resolution, it shall be valid as if it had been approved at a meeting of the Partners.

16. INDEMNITY AND EXPENSES

(a). Any Partner who breaches this agreement in any way must protect the other partners, their estates, and their successors from all liabilities, costs, expenses, damages, and losses, including but not limited to any direct, indirect, or consequential loss, loss of profit, loss of reputation, and all interest, penalties, and all legal costs (calculated on a full indemnity basis) and all other reasonable costs and expenses.

(b). Each Partner shall be entitled to a refund for reasonable out-of-pocket expenses made in accordance with the rules and limits set by the Partnership from time to time, as long as the Partner claiming the expenses has a valid receipt.

17. HOLIDAYS

(a). In addition to the usual public holidays in England and Wales, each Partner shall be entitled to ________ Business Days' holiday in each calendar year. Each Partner shall have the right to take such holidays at such time or times as they decided, provided that:

(I). the chosen time does not interfere with or prejudice the Business;

(II). each Partner communicates their holiday dates to the other Partners, within reasonable time; and

(III). no Partner takes a holiday that exceeds ten consecutive working days without the prior approval of the Managing Partner.

18. CARS

Any cars needed for the Business shall either be purchased or rented by the Partnership. The Partnership shall also bear the costs of all repairs, maintenance, insurance, VAT and taxes. If a Partner is granted permission to use a car owned or rented by the Partnership on a regular basis, they will comply with the requirements of the insurers and any rules that the Partnership makes about the use from time to time.

19. MATERNITY LEAVE, PATERNITY LEAVE, ADOPTION LEAVE

(a). Each pregnant Partner shall have the same statutory rights available to them as if they were employee of the Partnership, namely:

(I). time off for antenatal care;

(II). ensuring their health and safety;

(III). maternity leave; and

(IV). the right to return to work.

They shall also have the same legal obligations when it comes to giving notice about maternity leave. A Partner's absence arising from maternity leave under this clause shall not affect any entitlement to and liability for Net Profit and Losses under the relevant clause.

(b). Each Partner shall have the same statutory right available to them as if they were employee of the Partnership, namely:

(V). paternity leave;

(VI). adoption leave; and

(VII). the right to return to work.

They shall also have the same legal obligations when it comes to giving notice, evidence of entitlement about such leave and same eligibility criteria of an employee. A Partner's absence arising from paternity leave under this clause shall not affect any entitlement to and liability for Net Profit and Losses under the relevant clause.

(c). Each Partner shall have the same statutory right available to them as if they were an employee of the Partnership, relating to the right to shared parental leave and the right to return to work. They shall also have the same legal obligations when it comes to giving notice, evidence of entitlement about such leave and same eligibility criteria of an employee. A Partner's absence arising from shared parental leave under this clause shall not affect any entitlement to and liability for Net Profit and Losses under the relevant clause.

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22. RETIREMENT AND DEATH

(a). If any Partner wishes to retire from the Partnership, then they must give at least ________ months' notice in writing to the Managing Partner which must state their intention to retire from the Partnership. The date of the expiration of the notice shall be the Leaving Date of the retiring Partner.

(b). A Partner shall be deemed to have retired from the Partnership and their Leaving Date shall be:

(I). on the first Accounts Date after their ________ birthday; or

(II). immediately after the Partners serve a written notice to a Partner which requires them to retire from the Partnership after the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005; or

(III). immediately after the Partners serve a written notice to a Partner which requires them to retire as a Partner if they become physically or mentally unfit (whether or not certified as such by a medical practitioner) to perform their duties and obligations as a Partner under this agreement for a period of consecutive Business Days or a total of ________ Business Days in any ________ months (excluding any periods of holiday, or leave other relevant clauses of this agreement) immediately preceding the service of the notice.

(c). In the event that a Partner dies, the date of their death shall be their Leaving Date.

23. EXPULSION

(a). A Partner may be expelled by the other Partners, if they are given a written notice in accordance with the provisions of this agreement, if:

(I). the Partner being expelled commits any serious breach of this agreement;

(II). the Partner has a bankruptcy order issued against them, enters into any composition or arrangement with or for the benefit of their creditors or allows their share of the Partnership Property to be charged for their separate debt under section 33(2) of the Partnership Act 1890;

(III). the Partner does not pay any money they owe to the Partnership within ________ days of them receiving a written request for payment from the Managing Partner;

(IV). the Partner does not give account of, or pay or refund any money they received which belongs to the Partnership within ________ days after receiving a notice requiring them to do so by the Managing Partner;

(V). the Partner stops being a member of ________;

(VI). the Partner is convicted of any criminal offence (other than a motoring offence not involving imprisonment);

(VII). the Partner willfully neglects, refuses or avoids performing their duties, obligations and responsibilities under thus agreement;

(VIII). the Partner, for a period of more than ________ Business Days in a period of ________ months, absents themselves from the Business without either a good reason or the prior written approval of the Managing Partner; or

(IX). the Partner is found guilty of conduct which, in the Partners' reasonable opinion, is likely to serious adverse effect on the Partnership or the Business.

(b). Where there are circumstances that grant the right to serve a notice under this clause, the Managing Partner shall serve such notice within ________ months of becoming aware of such circumstances. Upon immediate service (or deemed service) of that notice in line with the provisions of the relevant provisions of this agreement, the Partner shall stop being a Partner and the date of such service (or deemed service) shall be their Leaving Date.

(c). Prior to the service of such service on a Partner, the other Partners shall have the absolute discretion to suspend them for such period not exceeding ________ months and on such basis as they may determine provided that a Partner's entitlement to, and liability for, Net Profit and Losses under this agreement shall not be affected by any absence owing to suspension under their clause.

(d). Where any event falling within this expulsion clause results in a reduction in the profitability of the Partnership, the Continuing Partners may require the Accountants (or if they are unable or unwilling to act, a firm of accountants appointed by the ________) to certify (acting as experts and not as arbitrators) the amount of such reduction and the amount that would otherwise be payable to the Outgoing Partner under the relevant clause shall be reduced by that amount.

24. PAYMENTS TO OUTGOING PARTNERS

(a). An Outgoing Partner shall not be entitled to any share or interest in the property of the Partnership or Net Profits and Losses that arise after their Leaving Date.

(b). The Partner shall, after any Leaving Date, instruct the Accountants to prepare Leaving Accounts as soon as practicable. The costs incurred in preparation and agreement of the Leaving Accounts shall be deemed to be a debt of the Partnership as constituted immediately before the Leaving Date.

(c). The Leaving Accounts shall be approved in accordance with the relevant clause of this agreement.

(d). Upon the preparation and approval of the Leaving Accounts, the Continuing Partners shall pay to the Outgoing Partner, or to their person representatives or trustee in bankruptcy:

(I). the amount of any capital in the Leaving Accounts that has been credited to their Capital Account;

(II). any profit share balance that wasn't withdrawn by the Leaving Date that has been credited to their Current Account in the Leaving Accounts; and

(III). any money owed to them for loans, loan interest and interest on capital in the Partnership, which is due under this agreement.

(e). The Continuing Partners shall pay the sums provided in the preceding clause to the Outgoing Partner, their personal representatives or trustee in bankruptcy in ________ at ________ monthly intervals beginning from a date that is ________ months after their Leaving Date unless the Continuing Partners, in their absolute discretion, determine to make the payments at an earlier date.

(f). In the event that an instalment is ________ late, an interest rate of ________% above the base lending rate of ________ from time to time shall be due and be payable on that instalment for the period of time that it remains unpaid.

(g). Beginning from the Leaving Date of the Outgoing Partner, The Continuing Partners shall become entitled to all interest of the interest of the Outgoing Partner in the Partnership in the shares in which they then share profits.

(h). The Continuing Partners shall ensure to pay, discharge, indemnify and keep indemnified the Outgoing Partner, or their estate and their personal representatives, against all debts and liabilities, guarantees and obligations of the Partnership as at the Leaving Date except:

(I). as it relates to income tax or capital gains tax the Outgoing Partner is required to pay;

(II). those arising due to any claim relating to a fraudulent or negligent act or omission of the Outgoing Partner to the extent that it is not protected by insurance or is included in the amount of any deduction or excess borne by the Partnership before the inception of insurance cover; and

(III). those that relate to any act or omission done prior to the Leaving Date (or to the extent that they are not covered by insurance or are included in the amount of any deduction or excess borne by the Partnership before the inception of insurance cover) which arise, in the case of a Partner retirement under the relevant provisions of this agreement within six months from the Leaving Date or, in the case of a Partner expelled under the provisions of this agreement, at any time after the Leaving date.

25. RESTRICTIONS ON OUTGOING PARTNERS

(a). An Outgoing Partner, whether directly or indirectly, acting on their own behalf or as agent, employee or partner or otherwise on behalf of anyone else, is prohibited from doing any of the following. without the written consent of the Partners, during the period of ________ months following their Leaving Date:

(I). solicit business from or attempt to poach any person from the Partnership who they know is a client or customer who the Partnership has transacted with or has dealt with in the ________ months before the Outgoing Partner's Leaving Date;

(II). act or deal with any such person;

(III). either compete with the Partnership or get involved in ant business that is similar or bears a similar Name to that of the Partnership, within ________ miles from any business premises of the Partnership as at their Leaving Date;

(IV). canvass, solicit or employ or engage in any other capacity a person who is either a Partner or a senior employee of the Partnership at the time of their Leaving Date; or

(V). help or make it easy for anyone to do something that, if they did it themselves, would be a breach of this clause.

(b). The Partners agree that all the restrictions imposed by this clause, which shall apply separately and severable, are fair and reasonable. In the event that any restriction found to be unenforceable, but would be valid upon the deletion of any part of it, or through a reduction of the period or area of its application, the restriction shall apply with the necessary level of modification needed to make it valid and enforceable.

26. FURTHER PROVISIONS RELATING TO OUTGOING PARTNERS

(a). An Outgoing Partner must return all account books, records, deeds, drafts, letters and other documents (whether in paper or electronic form) relating to the Partnership that are in their possession or under their control to the Managing Partner. For a period of ________ months after their Leaving Date, the Outgoing Partner shall be entitled to inspect such documents, insofar as they relate to the period before their Leaving Date, on giving reasonable notice to the Managing Partner.

(b). As soon as a Partner ceases to be a Partner, the Continuing Partners shall bear the cost of publishing in the London Gazette and a local news paper in the area of the Premises, a notice of the change in the Partnership. They shall also give written notice of the change in Partnership to all third parties who have had any dealings with the Partnership in the last ________ months (whether as suppliers or clients or customers of the Partnership) and shall, before doing so, use their reasonable endeavours to agree the terms of such notice with the Outgoing Partner.

(c). An Outgoing Partner shall do or get done, at the cost and expense of the Continuing Partners, all other acts and things, and sign or cause to be signed all other documents that the Continuing Partners may reasonably need from time to time for the purpose of:

(I). allowing the Continuing Partners to reclaim the outstanding assets of the Partnership; or

(II). transferring any Partnership Property to the Continuing Partners which, on the Leaving Date, is vested in the Outgoing Partners as one of the Partners or on trust for the Partners.

(d). In order to achieve the term of this agreement, the Outgoing Partner irrevocably and through a security appoints, as their attorney, each and any of the Continuing Partners to sign, execute and deliver on their behalf all deeds and documents and to do all acts and things needed to give effect to the terms of this agreement and for vesting in the Continuing Partners the full benefit of the assets, rights and benefits to be transferred to the Continuing Partners under this agreement.

27. CONFIDENTIALITY

(a). Confidential Information, under this agreement. refers to all confidential information (however recorded or preserved) disclosed by a Partner or its representatives or advisers to another Partner and their representatives or advisers concerning:

(I). this agreement's existence and its terms or any agreement entered into in connection with this agreement;

(II). any information relating to the Partners, the Partnership or the Business;

(III). any information relating to future prospects of the business, technical processes, computer software, intellectual property rights or finances of the Partnership;

(IV). any information relating to the affairs of any customer, supplier, agent, distributor or sub-contractor of the Partnership;

(V). all documents, papers and property that may have been made or prepared by, or at the request of, any Partner or which come into any Partner's possession or under their control of the Business; and

(VI). compilations of two or more of such information that, at any time, come into the possession or under the control of any Partner in the course of the Business and that the Partnership regards or could reasonably be expected to regard as confidential, whether or not the information itself is confidential, marked "confidential," or made into a tangible form.

(b). Each Partner may share the other Partners' Confidential Information:

(VII). to its representatives or advisors who need to know this information to help the Partner meet its obligations under or related to this agreement. Each Partner must make sure that whomever (representatives or advisors) it shares the Confidential Information of the Partners with adhere to this clause.

(VIII). as the law, a court of competent jurisdiction, or any governmental or regulatory authority may require.

(c). as far as each Partner and the Partnership are concerned, all confidential information is considered to be Partnership Property.

(d). Without limiting other right or remedy of the other Partners, if a Partner or an Outgoing Partner doesn't adhere to the rules of this clause, it shall amount to a breach of this agreement which shall entitle the Partnership to ask that Partner or Outgoing Partner to repay any personal benefit they received from the breach and can expel such Partner from the Partnership in accordance with the relevant clause of this agreement.

28. DISSOLUTION

(a). The Partnership cannot be unilaterally dissolved by a Partner through a notice, and the death or bankruptcy of any Partner or any Partner allowing their share to be charged under the Partnership Act 1890 shall not cause the Partnership to be automatically dissolved.

(b). In the event that the Partnership is dissolved, the Partnership's business as well as its assets and liabilities shall be dealt with according to the Partnership Act 1890.

29. ENTIRE AGREEMENT

(a). This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all earlier and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

(b). Each party agrees that, in signing this agreement, it is not relying on any statement, representation, assurance, or warranty (whether made innocently or carelessly) that is not written in this agreement.

(c). Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement regarding any statement in this agreement.#

(d). Nothing in this clause shall limit or exclude any liability for fraud.

30. NOTICES

(a). Any notice given to a party under or in connection with this agreement:

(I). shall be in writing and in English or accompanied by an accurate translation into English;

(II). shall be signed by or on behalf of the party giving it;

(III). shall be sent to the party for the attention of the partner and at the address, email address listed in this clause.

(b). The addresses and contacts of the parties' are set out below:

(VIII). ________ with email: ________ and with the following address:

________

(IX). ________ with email: ________ and with the following address:

________

(c). A party may alter its details provided in this clause by giving notice and the alteration shall take effect for the party notified of the change at 9.00 am on the later of:

(X). the date, if any, specified in the notice as the effective date for the change; or

(XI). the date ________ Business Days after deemed receipt of the notice.

(d). The following details outlines:

(XII). the delivery methods for sending a notice to partyer under this agreement; and

(XIII). the corresponding delivery date for each delivery method, as well as the time when the notice shall be deemed to have been delivered as long as all other requirements in this clause have been satisfied and subject to the provisions of the relevant clause:

- in the case of delivery by hand, the date and time of deemed delivery shall be when the delivery receipt is signed.

- in the case of Pre-paid first class post or some other next working day delivery service with proof of postage, the date and time of deemed delivery shall be ________ on the ________ Business Day after posting.

- in the case of email, the date and time of deemed delivery shall be at the time of transmission.

(e). In the event that deemed receipt as contained in the preceding clause would occur outside business hours in the place it is received, it shall be deferred until hours resumes. Under this clause, business hours means 9.00 am to 5 pm Monday to Friday on a day that is not a public holiday in this place of receipt (in the case of a notice served email, it shall be deemed to be the same place as is specified for service of notices on the relevant party by hand or post).

(f). This clause is not applicable to the service of any proceedings or other documents in any legal action or, if applicable, any arbitration or other method of dispute resolution.

31. SEVERANCE

(a). If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be modified minimally only to the extent that it retains or attains validity, legality or enforceability. In the event that it is not possible to modify it as such, the affected provision or part-provision shall be deemed deleted. This agreement shall not be affected by any modification or deletion of a provision or part-provision under this clause.

(b). If a party gives notices to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that the amendment renders it legal, valid or enforceable, and to the greatest extent possible, achieves the intended commercial result of the original provision.

32. GOVERNING LAW AND JURISDICTION

(a). This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter of formation shall be governed by and interpreted in accordance with the laws of England and Wales.

(b). Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter or formation.

Signed as a deed by:

________ ______________________ in the presence of ________ _____________________whose occupation is ________, with the following address:

________

________ ______________________ in the presence of ________ ____________________ whose occupation is ________, with the following address:

________