PARTNERSHIP DEED-SPECIMEN

                                              PARTNERSHIP DEED

                                    (As per PARTNERSHIP Act, 1932)

THIS Agreement of PARTNERSHIP made at ____________________ on this ___________________________BETWEEN

1. _____________________S/o__________________R/O____________________________ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY,

1. S_______________________S/O___________________R/O___________________________________ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY,

                                                                          AND

3. ____________________S/O__________________R/O______________________________ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the THIRD PARTY

(ALL THE FIRST SECOND AND THIRD PARTY SHALL BE COLLECTIVELY REFERRED TO AS PARTNER)

NOW the First, Second & Third party are interested in forming a PARTNERSHIP under the PARTNERSHIP Act 1932 and that they intend to write down the terms and conditions of the said formation and

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: –

1. A PARTNERSHIP shall be carried on in the name and style of _________________________________and hereinafter called as ___________________________ as the principal name of PARTNERSHIP and or such other name as the Parties shall from time to time unanimously agree upon.
2. The ____________________ shall has its registered office at G 79A First Floor South City II Sectors -50 Haryana 122018 and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time.
3. The PARTNERSHIP shall commence on the date of registration of the PARTNERSHIP and shall continue to operate thereafter subject to the provisions of the PARTNERSHIP Act, 1932, until termination of this agreement by consent of all the partners for the time being of the PARTNERSHIP.
4. All the partners of the ____________________ are entitled to share profit and loss in the ratio of their respective capital contribution in the ____________________. The profit and loss sharing ratio between the partners in the firm is 33.33% each.
5. The Capital Contribution of the ____________________ shall be Rs. 150000/- (One Lakh Fifty Thousand only) which shall be contributed by the partners in the following proportions.

First Party 33.34% Rs 50000/- (Rupees Fifty Thousand only)

Second Party 33.33% Rs 50000/- (Rupees Fifty Thousand only)

Third Party 33.33% Rs 50000/- (Rupees Fifty Thousand only)

The further Contribution if any required by the ____________________ shall be brought by the partners in their profit-sharing ratio.

6. The ____________________ shall have a common seal to be affixed on documents as defined by partners under the signature of any of the

 The BUSINESS OF THE ____________________ shall to carry on the business of ·      

 (a) To carry on the business of _____________________________.

 Matters which are necessary for furtherance of the objects specified in clause are: –

1. To buy, sell, exchange, services, , refine, improve, prepare for market, machinery, equipment, apparatus and appliances, which are necessary or convenient for carrying on any business which the firm is authorized to carry on or is required by any customers of or persons dealing with the Firm or which may seem to the Firm capable of being profitably dealt with by the Firm and to experiment with and to render marketable, process, convert and manufacture such articles, commodities and goods as may be necessary or may seem to the Firm capable of being undertaken, conveniently in furtherance of its objects or may be calculated directly or indirectly to enhance the value of such articles, commodities and goods.
2. To purchase, acquire, take on lease, rent, let out on hire, build, construct, execute, carry out, equip, improve, work, develop, administer, manage, maintain, enlarge, pull down, remove, replace, rebuild in India or elsewhere, works and conveniences of all kinds, which expression includes, to pay or contribute to the expenses of acquiring, constructing, maintaining, improving any such works and conveniences, for the attainment of main objects..
3. To enter into partnership or into any arrangement, arrangements for sharing profits or losses, union of interest, joint venture, reciprocal concession or co-operation with persons or companies carrying on or engaged in the main business or transaction of this Firm.
4. To import, buy, exchange, alter, improve and manipulate in all kinds of veterinary foods, machinery, apparatus, tools and things necessary or convenient for carrying on the main business of the Firm.
5. To purchase or otherwise acquire, build, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend any plant and machinery, warehouse, sheds, offices, shops, stores, buildings, machinery, apparatus, labor lines and houses, warehouses, and such other works and conveniences necessary for carrying on the main business of the Firm.
6. To undertake or promote scientific research relating to the main business or class of business of the Firm.
7. To acquire and take over the whole or any part of the business, goodwill, trade-marks properties and liabilities of any person or persons, firm, companies or undertakings either existing or new, engaged in or carrying on or proposing to carry on business, this Firm is authorized to carry on, possession of any property or rights suitable for the purpose of the Firm and to pay for the same either in cash or in shares or partly in cash and partly in shares or otherwise.
8. To negotiate and enter into agreements and contracts with Indian and foreign individuals, companies, corporations and such other organizations for technical, financial or any other such assistance for carrying out all or any of the main objects of the Firm or for the purpose of activity research and development of manufacturing projects on the basis of know-how, financial participation or technical collaboration and acquire necessary formulas and patent rights for furthering the main objects of the Firm.
9. Subject to any law for the time being in force, to undertake or take part in the formation supervision or control of the business or operations of any person, firm, body corporate, association undertaking carrying on the main business of the Firm.
10. To apply for, obtain, purchase or otherwise acquire and prolong and renew any patents, patent-rights, brevets, inventions, processes scientific technical or other assistance manufacturing processes know-how and other information, designs, patterns, copyrights, trade-mark, licenses concessions and the like rights or benefits, conferring an exclusive or non-exclusive or limited or unlimited right of use thereof, which may seem capable of being used for or in connection with the main objects of the Firm or the acquisition or use of which may seem calculated directly or indirectly to benefit the Firm on payment of any fee royalty or other consideration and to use, exercise or develop the same under or grant licenses in respect thereof of otherwise deal with same and to spend money in experimenting upon testing or improving any such patents, inventions, right or concessions.
11. To apply for and obtain any order under any Act or Legislature, charter, privilege concession, license or authorization of any Government, State or other Authority for enabling the Firm to carry on any of its main objects into effect or for extending any of the powers of the Firm or for effecting and modification of the constitution of the Firm or for any other such purpose which may seem expedient and to oppose any proceeding or applications which may seem expedient or calculated directly or indirectly to prejudice the interest of the Firm.
12. To enter into any arrangements with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the Firm or any of them and to obtain from any such Government, authority, person or Firm any rights, charters, contracts, licenses and concessions which the Firm may think desirable to obtain and to carry out, exercise and comply therewith.
13. To procure the Firm to be registered or recognized in or under the laws of any place outside India and to do all act necessary for carrying on in any foreign country for the business or profession of the Firm.
14. To draw, make, accept, discount, execute and issue bills of exchanges, promissory notes, bills of lading, warrants, debentures and such other negotiable or transferable instruments, of all types or securities and to open Bank Accounts of any type and to operate the same in the ordinary course of the Firm.
15. To accept gifts, bequests, devisers or donations of any movable or immovable property or any right or interests therein from Partners or others.
16. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation, provident or gratuity funds for the benefit of and give or procure the giving of the donations, gratuities, pensions, allowances, bonuses or emoluments of any persons who are or were at any time in the employment or service of the Firm or any Firm which is a subsidiary of the Firm or is allied to or associated with the Firm or with any such subsidiary Firm or who are or were at any time Partners or officers of the Firm or any other Firm as aforesaid and the wives, widows, families and dependents of any such persons and also to establish and subsidies and subscribe to any institutions, associations, club or funds calculated to be for the benefit of or advance aforesaid and make payments to or towards the insurance of any such persons as aforesaid and to do any of the matters aforesaid, either alone or in conjunction with any such other Firm as aforesaid.
17. To establish, for any of the main objects of the Firm, branches or to establish any firm or firms at places in or outside India as the Firm may deem expedient.
18. To pay out of the funds of the Firm all costs, charges and expenses of and incidental to the formation and registration of the Firm and any Firm promoted by the Firm and also all costs, charges, duties, impositions and expenses of and expenses of and incidental to the acquisition by the Firm of any property or assets.
19. To send out to foreign countries, its Partners, employees or any other person or persons for investigation possibilities of main business or trade procuring and buying any machinery or establishing trade and business connections or for promoting the interests of the Firm and to pay all expenses incurred in this connection.
20. To compensate for loss of office of any Partners or other officers of the Firm within the limitations prescribed under the Partnership Act or such other status or rule having the force of law and to make payments to any persons whose office of employment or duties may be determined by virtue of any transaction in which the Firm is engaged.
21. To agree to refer to arbitration any dispute, present or future between the Firm and any other Firm, firm, individual or any other body and to submit the same to arbitration in India or abroad either in accordance with Indian or any foreign system of law.
22. To appoint agents, sub-agents, dealers, managers canvassers, sales representatives or salesmen for transacting all or any kind of the main business of which this Firm is authorized to carry on and to constitute agencies of the Firm in India or in any other country and establish depots and agencies in different parts of the world.

ADMISSION OF NEW PARTNER

1. No Person may be introduced as a new partner without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as partner of the ____________________
2. The Profit-sharing ratio of the incoming partner will be in proportion to his/ her Initial Capital contribution towards ____________________

DEATH OR VOLUNTARY RETIREMENT OF PARTNERS

3. If any partner shall die or have voluntary retired, a statement of account shall be taken and made out of his share of the capital and effects of the PARTNERSHIP and of all unpaid interest and profits due to him up to the time of his demise or retirement and be paid at the earliest as any be decided by the Partners of the PARTNERSHIP, subject to require adjustments between his capital account and income account transactions and transfers made till the date of death or retirement, as the case may be, and balances struck as certified by the Auditor for the time being of the PARTNERSHIP. The said statement of account shall include the Partners; share of profit and loss for the period from the beginning of the financial year in which his death or retirement occurs until the end of the calendar month in which the event takes place.

RIGHTS OFPARTNERS

4. All the partners here to shall have the rights, title and interest in all the assets and properties in the said ____________________ in the proportion of their Contribution.
5. Every partner has a right to have access to and to inspect and copy any books of accounts of the ____________________.
6. Each of the parties hereto shall be entitled to carry on their own, separate and independent business as hitherto they might be doing or they may hereafter do as they deem fit and proper and other partners and the ____________________ shall have no objection thereto provided that the said partner has intimated the said fact to the ____________________ before the start of the independent business and moreover he shall not uses the name of the ____________________ to carry on the said business.
7. ____________________ shall have perpetual succes­sion, death, retirement or insolvency of any partner shall not dissolve the ____________________.
8. On retirement of a partner the retiring partner’s hall is entitled to full payment in respect of all his rights, title and interest in the partner as herein provided. However, upon insolvency of a partner his or her rights, title and interest in the ____________________ shall come to an end. Upon the death of any of the partners herein any one of his or her heirs will be admitted as a partner of the ____________________ in place of such deceased partner as the case may be. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner.
9. On the death of any partner if his or her heir opts not to become the partner the surviving partner shall have the option to purchase the contribution of the deceased partner in the ____________________.

DUTIES OFPARTNERS

10. Every partner shall account to the PARTNERSHIP for any benefit derived by him without the consent of the PARTNERSHIP from any transaction concerning the PARTNERSHIP, or from any use by him of the property, name or any business connection of the PARTNERSHIP
11. Every partner shall indemnify the PARTNERSHIP and the other existing partner for any loss caused to it by his fraud in the conduct of the business of the PARTNERSHIP
12. Each partner shall render true accounts and full information of all things affecting the PARTNERSHIP to any partner or his legal representatives.
13. In case any of the partners of the ____________________ desires to transfer or assign his interest or shares in the ____________________ he has to offer the same to the remaining partner by giving 90days notice. In the absence of any communication by the remaining partner the concerned partner can transfer or assign his share in the market.
14. No partner shall without the written consent of the ____________________, –Employ any money, goods or effects of the ____________________ or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the ____________________.

• Lend money or give credit on behalf of the _________________________or to have any dealings with any persons, PARTNERSHIP or firm whom the other partner previously in writing have forbidden it to trust or deal with. Any loss incurred through any breach of provisions shall be made good with the ____________________ by the partner incurring the same.
• Enter into any bond or becomes surety or security with or for any person or do knowingly cause or suffer to be done anything whereby the ____________________ property or any part thereof may be seized.
• Assign, mortgage or charge his or her share” in the ____________________ or any asset or property thereof or make any other person a partner therein.
• Compromise or compound or (except upon payment in full) release or discharge any debt due to the ____________________ except upon the written consent given by the other partner.

POWERS OF THEPARTNERS

• Every partner has the veto power in the management of the PARTNERSHIP Business and in case of any dispute, final veto power as per work area distribution as per the MOU signed with both the parties.
• Every partner is an agent of the other partner and he binds the other partner by his acts and is bound by himself similarly by the acts of the other partner as regards trading obligations with no other vicarious liability.
• Every partner has a power to transfer its shares.

LIABILITIES OF THE PARTNERS

• A Partner shall be responsible for the doing of all the acts, matters and things as are required to be done by the PARTNERSHIP in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of this Act and as may be specified in the Partnership Agreement; and
• A Partner shall be liable to all penalties imposed on the PARTNERSHIP for any contravention of those provisions.

Each partner shall—

• Punctually pay and discharge the separate debts and engagement and indemnify.
• The other partner and the ____________________ assets against the same and all proceedings, costs, claims and demands in respect thereof.
• Each of the partner shall give time and attention as may be required for the fulfillment of the objectives of the ____________________ business and they all shall be the working Partner.

DUTIES OF PARTNERS

15. The Authorized representative of First Party and the Second Party shall act as the Partner of the ____________________ in terms of the requirement of the PARTNERSHIP Act, 1932.
16. The Partner shall be responsible for the doing of all acts, matters and things as are required to be done by the PARTNERSHIP in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of Partnership Act, 1932.
17. The Partner shall be responsible for the doing of all acts arising out of this agreement.
18. The ____________________ shall pay such remuneration to the Partner as may be specified U/s 40(b) of the Income Tax Act, 1961 for rendering his services as such.
19. The ____________________ shall indemnify and defend its Partner and other officers from and against any and all liability in connection with claims, actions and proceedings (regardless of the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting from their respective performances as Partner and officers of the ____________________ except for the gross negligence or willful misconduct of the Partner or officer seeking indemnification.

CESSATION OF EXISTING PARTNERS

20. Partner may cease to be partner of the ____________________ by giving a notice in writing of not less than ninety days to the other partner of his intention to resign as partner.
21. No majority of Partner can expel any partner except in the situation where any partner has been found guilty of carrying on activity/business of ____________________ with fraudulent purpose.
22. The ____________________ can be wounded up with the consent of all the partner subject to the provisions of PARTNERSHIP Act 1932.

EXTENT OF LIABILITY OF ____________________

23. ____________________ is not bound by anything done by aPartner in dealing with a person if—
24. The Partner in fact has no authority to act for the ____________________ in doing a particular act; and
25. The person knows that he has no authority or does not know or believe him to be a partner of the ____________________MANAGEMENT OF THE PARTNERSHIP
26. Partners of the PARTNERSHIP other than Partner shall be sleeping partners. Their right to participate in the management of the PARTNERSHIP shall be as provided in this agreement and otherwise it is restricted to:

• Ratification of this PARTNERSHIP Agreement post incorporation of the PARTNERSHIP;
• Any alteration to this PARTNERSHIP DEED;
• The admission of new Partner;
• Appointment of Partner;
• Acceptance of Annual Accounts and Solvency and Auditor’s Report thereon;
• Assignment and Transfer of PARTNERSHIP Rights, by the Partnering any way;
• Expulsion of any Partner;
• Change of business;
• Any sale or merger or amalgamation of the PARTNERSHIP with another entity or the incidence of any extraordinary loss or jeopardy or ‘waste’ to the property of the PARTNERSHIP; and
• Dissolution of the PARTNERSHIP

25. Any matter or issue relating to the PARTNERSHIP shall be decided by a majority in number of the Partner which shall in every case include the Partner being the original Parties hereto so long as they continue as the Partner of the PARTNERSHIP
26. Banking Arrangements for the PARTNERSHIP shall be unanimously decided by the Partner at any time and from time to time, ensuring that all moneys received subject to requirements of current expenses, by way of cheques, drafts or orders shall be promptly paid into the PARTNERSHIP Banking Account.
27. Each Partner shall render true accounts and full information of all things affecting the PARTNERSHIP to the Partner and on request to any Partner or his legal
28. All decisions of the Partner shall be taken at meetings called by a notice in writing or by circular resolutions in case of urgency. Meetings in which all Partners are entitled to participate to deliberate and decide on the matters specified above shall be called General Meetings, and the Meetings of the Partner shall be called Executive Meetings.

EXPULSION OFPARTNER

29. The provision of this agreement shall operate as an express agreement Partner: a Partners may not be expelled by a unanimous decision of the partners save in good faith and in the interest of the PARTNERSHIP  business only after a show-cause notice in writing is served on that partner or Partner giving 90days time for his response; and in that event the Partner expelled shall be entitled to the benefits of a retiring Partner and be liable to the same obligations applicable to a retiring Partner in accordance with the provisions of this Agreement in that behalf.

MISCELLANEOUS PROVISIONS

30. The PARTNERSHIP shall indemnify each partner with proper documentation and discussion in respect of payments made to personal liabilities and expenditures which shall not exceeds 50,000 (Fifty Thousand only) incurred by him—
31. in the ordinary and proper conduct of the business of the PARTNERSHIP; or
32. In or about anything necessarily done for the preserva­tion of the business or property of the PARTNERSHIP

• In case of payments made to personal liabilities and expenditures which increased the above-mentioned limit then the said sum shall be mutually agreed upon by all the partners with proper discussion and documentation.

31. The books of accounts of the firm shall be kept at the registered office of the ____________________ for the reference of all the partners.
32. The accounting year of the ____________________ shall be from the date of registration of the year to 31st March of subsequent year. The first accounting year shall be from the date of commencement of this ____________________ till 31st March of the subsequent year.
33. It is expressly agreed that the bank account of this ____________________ shall be operated by the any of the partner.
34. All disputes between the partners or between the Partners and the ____________________ arising out of the PARTNERSHIP agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).
35. Term of validity of deed – Duration of this Agreement shall be TEN YEARS

Beginning from the date first above mentioned, subject to the condition that this   deed May be extended further by mutual consent in writing of the Parties Hereto upon such Terms and conditions or with such modifications as may be mutually agreed upon Between them. In the event that the PARTNERSHIP remains not Formed as envisaged in this agreement within 12 months from the date hereof, this
agreement shall stand null and void with no claims inter se the parties Hereto claimed or paid by any.

36. Covenant against breaking away – During the first five years of the subsistence of this agreement, none of the Parties hereto shall be entitled to part with the PARTNERSHIP unless mutually agreed upon in writing.
37. Partners and PARTNERSHIP to ratify this agreement to be bound – This Agreement Shall become valid to bind the PARTNERSHIP on its incorporation
    on its being gratified by all of Its Partners both for themselves and on behalf of the  PARTNERSHIP in terms of Section 23(3) of The PARTNERSHIP Act,1932.
38. A PARTNERSHIP may be wound up voluntarily if the PARTNERSHIP passes a resolution with approval of all the partners, requiring the PARTNERSHIP to be wound up voluntarily. Where it is proposed to wind up a PARTNERSHIP voluntarily, the majority of its partner (being not less than two) shall make a declaration verified by an affidavit to the effect that the PARTNERSHIP has no debt or that it will be able to pay its debts in full from the proceeds of assets sold in voluntary winding up.
39. That the partners can open the bank account of the firm, in any bank and bank account shall be operated by the partners jointly or individually, as the case may be.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written

Signed and delivered by the

For and on behalf of

____________________

(Partner)                                  (Partner)                                             (Partner)

Witness:

1. Name:                        b)        Name:-

Address                                  Address:

Signature:                             Signature:-