Partnership Transfer Agreement

PARTNERSHIP TRANSFER AGREEMENT

Date: ________

PARTIES

1. The following persons (the Partners):

________ of:

________

________ of:

________

trading as ________ (the Partnership); and

2. ________ incorporated in England and Wales with number ________ whose registered office is at:

________ (the LLP),

BACKGROUND

A. The Partners currently operate the Business as a general partnership under the Business Name. The Partners now wish to change the general partnership into a Limited Liability Partnership.

B. Each Partner being a member of the LLP, intend to carry on the Business as a going concern through the LLP from the Transfer Date.

AGREED TERMS

1. INTERPRETATION

This Agreement shall operate using the following definitions and rules of interpretation (unless otherwise required by context).

Definitions

Assets: the following assets, properties and rights owned by the Business which shall be transferred to the LLP under this agreement:

Book Debts: all outstanding payments owed to the Partners for goods or services provided by the Partners to third parties in relation to the Business prior to the Transfer Date (including both invoiced and uninvoiced amounts, regardless of whether they are currently due and payable) along with any amounts relating to VAT applicable to those supplies, as well as any interest accrued on those amounts. Furthermore, the term extends to the Partners' rights to receive any prepayments, deposits, securities, guarantees, indemnities, or other entitlements in relation to these outstanding amounts and all cheques, promissory notes, bills of exchange, or other negotiable instruments that were given to the Partners as payment or settlement for these outstanding amounts.

Business: the specific business carried on by the Partnership, along with all activities directly related to or associated with the operation of that business, including ancillary or incidental activities, described as follows:

________

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

Cash: all small amounts of cash and cash funds held in relation to the Business at the Transfer Date, including all any cheques or securities that represent these cash balances as at the Transfer Date, with the exception of those that specifically represent Book debts.

Completion: the fulfillment of the transfer processing evidenced by accomplishing the necessary tasks and responsibilities by the Parties as outlined in this agreement.

Consideration: the amount of money provided in this agreement as £________ (________).

Contracts: the various agreements, contracts, licenses (including Intellectual Property Licenses), equipment leases, and commitments made by the Partners in relation to the business (whether oral or written)that are yet to be wholly or partly performed at the Transfer Date except for:

(a). contracts with the Employees; and

(b). the Leases and other agreements relating to the ownership and occupation of the Properties.

Employees: all employees of the Partnership employed to work in the Business at Completion.

Encumbrance: any mortgage, claim, charge, pledge, lien, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption, option, restriction or other encumbrance or any legal or equitable third party right or interest any security interest of any kind or any type of preferential arrangement (or any similar agreement or arrangement creating any of the same or having a similar effect).

Equipment Leases: the various leasing, hirer purchase, credit sale, deferred purchase and similar agreements (excluding any Lease) entered into by the Partnership in order to acquire equipment or other assets used in the Business.

Goodwill: the goodwill of the Partners connected to the Business along with the LLP's exclusive right or that of its assignee to represent itself as operating the Business in succession to the Partners and make use of the Business Name in connection with the Business after Completion.

Intellectual Property Licences: all and any licences, contracts and any other agreements under which:

(a). the Partnership is granted the use of a third party's Intellectual Property Rights in connection with the Business; or

(b). a third party is granted the use of the Business Intellectual Property Rights.

Intellectual Property Rights: copyright, patents, rights in confidential information, Know-How, trade secrets, trademarks, trade names, design right, set-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:

(a). whether registered or unregistered;

(b). including any applications for the protection or registration of such rights;

(c). including all renewals and extensions of such rights or applications;

(d). whether vested, contingent or future; and

(e). whether existing.

Know-How: a broad range of knowledge and the intellectual property connected to the Business, including inventions, discoveries, improvements, processes, formulae, techniques, specifications, methods, tests, reports, component lists, manuals, instructions, drawings and information regarding customers and suppliers.

Lease: the lease and any additional documents governing the holding of the leasehold property with the following further details:

________

Liabilities: all types of financial and legal responsibilities, whether actual or potential, that are owed or will be owed by the Partnership to third parties relating or attributable to or arising from the Business or the Assets at any time before the Transfer Date including:

(a). all liabilities, claims, actions, proceedings, demands, costs and expenses which arise after the Transfer Date in respect of any goods manufactured by the Partners prior to the Transfer Date;

(b). all obligations and liabilities under or in respect of the Contracts;

(c). all obligations and liabilities under or in respect of the Encumbrances;

(d). all payments required to be made to the Employees under their terms and conditions of employment including wages, salaries, commissions, bonuses, holiday pay and other remuneration or expenses;

(e). any liability for VAT or Taxation on profits or chargeable gains arising on transactions or in respect of periods up to the Transfer Date;

(f). all outgoings and expenses of the Business including rent, rates, services charges and insurance premiums (including any amounts in respect of VAT incurred on such outgoings and expenses) ; and

(g). the Trade Creditors.

Any liability for VAT in respect of transactions or for periods up to the Transfer Date are excluded.

Losses: all liabilities, costs, expenses (as well as legal expenses), claims, actions, proceedings, damages, fines, penalties and loss of profit.

Member: a member of the LLP.

Partnership: the partnership carried on by the Partners under the Business Name.

Records: all documents (whether in computerised form or otherwise) connected to the Business or the Assets and used in the Business at the Transfer Date, including:

(a). all account books.

(b). comprehensive payroll records, including all personal data as defined by the United Kingdom General Data Protection (Retained Regulation (EU) 2016/679), and details of national insurance contributions and PAYE records for the Employees.

(c). all the necessary books and records, as required by Value Added Tax Act 1994 at paragraph 6 of schedule 11, relating to the Business and the Assets.

(d). all list, data and particulars of clients, customers suppliers, sales records, price lists, terms and conditions, sale productions, catalogues, literature, and advertising materials.

Systems: all computer systems, products, and software, as well as telecommunications and network equipment, used, owned, leased, or licensed by the Partners for the Business operations.

Transfer Date: ________.

TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246).

Intellectual Properties:

(1). a reference to a "clause" is to a clause of this agreement.

(2). a reference to a party includes the party's personal representatives, successors and permitted assigns.

(3). a reference to a "person" includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's representatives, successors and permitted assigns.

(4). words in the singular include the plural and vice versa.

(5). any words that follow "include", "includes", "including", "in particular" or any similar words and expressions shall be construed as illustrative only and not limit the sense of any words, phrase, term, definition or description preceding those words.

(6). a reference to any books, records or other information includes any such information recorded or held in hard copy form, electronically, magnetically, on film, or microfilm or any other form.

(7). a 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). an obligation not to do something includes an obligation not to allow that thing to be done.

(1). ASSETS 888 85558555 TRANSFER

(________). 88 25288525 82 2588 525222222, 252 25522258 85588 25528225 252 85882288 22 252 222 525 252 222 85588 588222 2588 25528225, 828855822 828 888228 525 522 528528552828 52258525 22 252 888228 8825 252 2552282 22 8222825822 252 85882288, 252822 2825 252 5282228888882828 525 282258582 22 252 25522258582.

(________). 552 2552828 85588 25528225 252 2522252828 82 252 252225 25288225 82 252 52828522 885582 22 2588 525222222.

(2). CONSIDERATION

(2.1). The amount of money representing the consideration for the transfer of the Business and Assets shall be the net asset value of the Business, which shall be derived by subtracting the aggregate book value of the Assets from the aggregate amount of Liabilities as at Completion.

(2.2). The LLP shall be deemed to have made payment by:

(2.2.1). taking over the Liabilities;

(2.2.2). ensuring that on Completion:

(2.2.2.1). each Partner's ownership stake as a Member of the LLP is identical to their ownership stake in the Partnership; and

(2.2.2.2). the capital contributions credited to each Member in the LLP's accounts are equal to the amounts credited to each corresponding Partner in the Partnership's accounts as at Completion.

(3). COMPLETION

(3.1). The transfer of the Business and Assets shall be completed on the Transfer date.

(3.2). Upon Completion:

(3.2.1). the LLP and the Partnership shall jointly execute the limited liability partnership agreement that governs the relationship between the LLP and each Partner in their capacity as Members.

(3.2.2). the Partners shall provide the LLP with the following:

(3.2.2.1). the original Contracts, along with any necessary deeds of assignment or novation agreements which have been duly executed by the Partners and the relevant third party;

(3.2.2.2). properly executed assignment and transfers of any Assets (excluding the Properties) that cannot be physically delivered such as Business Intellectual Property Rights and all relevant documents vesting title to the Assets in the LLP (including certificates);

(3.2.2.3). properly executed transfers, assignments, and other documents that transfer ownership of the Properties to the LLP, as well as all relevant title deeds, invoices, policies, premiums, receipts, maintenance costs, health and safety files, and other accounts pertaining to the Properties;

(3.2.2.4). the Records; and

(3.2.2.5). all remaining Assets not previously mentioned, which can be transferred by physical delivery, along with any relevant documents of title that are currently in the possession of the Partners.

(3.2.3). the Partners shall transfer to the LLP:

(3.2.3.1). the Cash; and

(3.2.3.2). the remaining funds that the Partnership holds on behalf of a Partner, including any tax reserve. The LLP shall subsequently deposit these funds into the designated bank account(s) that have been purposefully set up by the LLP.

(3.2.4). the Partners shall make the LLP the controller of the Business and the Assets.

(4). TITLE, RISK AND INSURANCE

(4.1). The LLP shall receive the title and beneficial ownership of the following from the Partnership:

(4.1.1). Assets that can be transferred by delivery to the LLP;

(4.1.2). Contracts that have been assigned or transferred to the LLP under the relevant clause of this agreement;

(4.1.3). Properties as provided by the relevant clause of this agreement; and

(4.1.4). any other Asset, other than those referred to in this clause.

(4.2). The LLP shall assume risk over the Assets beginning from the date of Completion.

(4.3).Effective from the date of Completion and until an Asset had been delivered or formally transferred to the LLP under this agreement, the Partners shall hold the legal title to that Asset (excluding the Contracts) in trust for the LLP absolutely, and the Partners shall ensure that the LLP shall be fully entitled to the benefits, use and enjoyment of those Assets in relation to the Partners. The LLP shall have the right to receive all income and receipts generated from such Assets and to pursue any claims against third parties regarding those Assets.

(5). EMPLOYEES OF THE PARTNERSHIP

(5.1). The Partners and the LLP are in agreement that:

(5.1.1). the transfer of the Business and its Assets, qualifies as a relevant transfer under the TUPE regulations; and

(5.1.2). in compliance with TUPE, all the Employees shall be transferred to, and be employed by, the LLP effective from the Completion.

(5.2). The Partners shall be indemnified, by the LLP, from and against all any Losses that the Partners may incur in connection with any ongoing, threatened, or pending proceedings, claims, or demands related to an Employee or, where relevant, such Employee's appropriate representatives (as defined in Regulation 13(3) of TUPE).

(6). THE CONTRACTS

(6.1). Upon Completion, this agreement shall serve as an assignment of the benefit of each Contract to the LLP, except where such assignment would result in a breach of any of the Contracts.

(6.2). Effective from the Transfer Date or as soon as reasonably practicable after Completion, and subject to the consent of any relevant third party, the Partner shall assign, substitute or ensure the assignment or replacement of all the Contracts to the LLP.

(6.3). Concerning any Contract that that is yet to be assigned or substituted to the LLP at Completion, the Partners will make every reasonable effort to secure the required third-party consent from the relevant party as soon as possible after Completion. During this time and until consent is obtained, the following provisions shall apply:

(6.3.1). the Partners shall act as an agent and trustee for the LLP in holding such Contract as well as any associated monies, goods and other benefits without any limitations. The LLP shall undertake to perform the obligations under the Contract as a sub-contractor of the Partners (where permissible under the Contract) or as an agent of the Partners; and

(6.3.2). the Partners shall provide all necessary assistance to the LLP, to the extent permitted by law, to enable the LLP to enforce its rights under the Contract (including granting access to all relevant documents and information related to the Contract as the LLP may require) at the LLP's expense. The Partners shall account for any monies, goods, or other benefits received under the Contract without any deductions, set-offs, or withholdings, except when required by law or for VAT-related purposes.

(6.4). Where the third party's consent for the assignment of substitution of a Contract is not obtained on terms satisfactory to the LLP within ________ Business Days after Completion, or if consent is outright refused by the relevant third party, the Parties shall use all reasonable endeavours to find an alternative solution which shall cause the LLP to receive all the benefits of the relevant Contract and assumes its associated obligations.

(7). THE LIABILITIES

(7.1). Beginning from the Completion date, the LLP shall take on the responsibility for the Liabilities and diligently perform, pay, and settle all such Liabilities.

(7.2). The LLP shall indemnify the Partners, covering all Losses they incurred due to the LLP's breach of the relevant clause of this agreement.

(8). THE PROPERTIES

(8.1). The Partnership's properties which shall be transferred to the LLP are:

________

(9). INTELLECTUAL PROPERTY

(9.1). The Partnership's Intellectual Property that shall be transferred to the LLP are:

________

(10). VARIATION

For any variation of this agreement to be effective, it must be in writing and signed by the Parties (or their authorised representatives).

(11). WAIVER

(11.1). For a waiver of any right or remedy to be effective, it must be given in writing and shall not be deemed as a waiver of any subsequent right or remedy.

(11.2). If a party fails to or delays in exercising, in full or in part, any right or remedy, it shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

(12). FURTHER ASSURANCE

(12.1). Each Party shall use reasonable endeavours, at its own cost and expense, to perform all necessary actions, sign, execute, and deliver all deeds and documents reasonably required to give full effect to this agreement and ensure that all relevant third parties involved also cooperate in this propose.

(13). THIRD-PARTY RIGHTS

(13.1). This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

(13.2). The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

(14). ENTIRE AGREEMENT

(14.1). 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.

(14.2). 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.

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

(15). NOTICES

(15.1). Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(15.1.1). delivered by hand to the relevant address specified in this agreement, or as otherwise notified in writing to the other party.

(15.2). In the event that the deemed receipt of a notice under this agreement would occur outside of business hours at the location of receipt, it shall be deferred until the resumption of business hours. Under this clause, business hours is defined as 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday at the location of receipt.

(15.3). Notice given in legal proceedings, arbitration or other dispute resolution proceedings shall not be governed by this clause.

(16). GOVERNING LAW

(16.1). 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 or formation shall be governed by and construed in accordance with the law of England and Wales.

(17). JURISDICTION

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

Signed by:

________ ______________________

________ _______________________