Deed of Partnership

THIS Deed of Partnership is made at [Place] this [Date] of [Month] 202[Year].

BETWEEN

• Mr./Mrs. [Partner-1 Name], S/o / D/o Sh. [Father-1 Name] residing at [Address-1], 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 Party of the FIRST PARTNER,
• Mr./Mrs. [Partner-2 Name], S/o / D/o Sh. [Father-2 Name] residing at [Address-2], 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 Party of the SECOND PARTNER,

(BOTH PARTNERS SHALL BE COLLECTIVELY REFERRED TO AS PARTNERS)

Now both are interested in commencing business in Partnership and intend to write down the terms and conditions of the said formation. Now this Partnership Deed witnesses as follows:

Terms and Conditions

1. This Partnership shall be carried on in the name and style of "[Proposed Firm Name]".
2. M/s [Firm Name] shall have its registered office at [Firm Address], as agreed by all the designated partners.
3. Capital Contribution:
   • The contribution of the firm shall be Rs. [Capital Amount]/- (Rupees [Amount in words]) contributed by the partners in the following proportions:
     • [Partner-1 Name] – [Capital Contribution %] i.e. Rs. [Amount] (Rupees [Amount in words] only)
     • [Partner-2 Name] – [Capital Contribution %] i.e. Rs. [Amount] (Rupees [Amount in words] only)
   • Further contribution, if any required by the firm, shall be brought by the partners in their profit-sharing ratio or as may be mutually decided by all partners.
   • Any further capital required for the business shall be contributed by the then partners in their respective proportion of capital contributions made, unless otherwise agreed upon by all the then partners.
   • The obligation of a partner to contribute money, property, or services shall be a debt due from him to the partnership firm. The liability of a partner shall be as set out in the Act. Every partner shall indemnify the partnership firm in so far as every partner may take part in its management. The partnership firm shall indemnify each partner in respect of payments made and personal liabilities incurred by him in the ordinary and proper conduct of business, and in or about anything necessarily done for the preservation of the business or property of the partnership firm.
   • There shall be no limit on the number of partners to be admitted at any time and from time to time.
   • All the assets owned by or belonging to the partnership, including but not limited to Intellectual Property Rights (IPRs), shall be the property of the firm and no partner shall be entitled to use for himself any such property otherwise than as a client or customer.
   • No resolution or decision carried by a majority of partners of the firm shall be valid unless it includes the partners being the original parties hereto.
4. All partners are entitled to share profit and losses in the ratio of their respective capital contribution.
5. The business of the firm shall be of:
   • [Objective-1]
   • [Objective-2]
   • [Objective-3]
6. The immovable properties purchased by the partnership firm shall be clear, marketable, and free from all encumbrances.
7. Intellectual Property, Fixed Assets & Goodwill:
   • Intellectual property or assets shall be included as the property of the partnership firm; all domain names, website data and coding, all images (whether graphics or photographs), customer data, existing and future commercial agreements with outside third parties and all goodwill associated with the above. Furthermore, all office equipment, materials and any other property shall also belong to the Partnership firm.
   • All other relevant goodwill built-up in the partnership firm shall also belong to the partnership firm. A valuation of the assets, effects and of the goodwill including the partnership name shall be made at three times the average net yearly profits of the preceding five years or the commencement of the partnership firm, whichever is less, for the purpose to determine the amount due to such a partner who has exited, and the payment shall be met by the partners remaining with the partnership firm in proportion to their respective capital contribution on the date of his exit within six (6) calendar months from the date of exit, any delay beyond, attracting interest @12% per annum from the date of expiry of the said six months till the actual date of payment. On such a payment being made the share of the partner exited in the goodwill shall stand vested in the remaining partners of the partnership firm.
8. Admission of New Partner:
   • No person shall be introduced as a new partner without the consent of all existing partners. Such incoming partner shall give prior consent to act as partner.
   • The contribution of a partner may be tangible, intangible, moveable, or immoveable property. Contribution of an incoming partner will be mutually decided by all existing partners.
   • The profit/loss sharing ratio of the incoming partner will be in proportion to his contribution or as may be mutually decided by the existing partners.
   • A person with a business interest in conflict with the partnership firm shall not be admitted as its partner; any partner who acquires such conflicting interest shall cease to be and be expelled by unanimous decision.
9. Rights of Partners:
   • All partners shall have rights, title, and interest in all the assets and properties of the firm in the proportion of their contribution.
   • Every partner has a right to access, inspect, and copy any books of the firm.
   • Each partner may carry on their own, separate and independent business, provided the firm is intimated and the firm’s name is not used.
   • The firm shall have perpetual succession; death, retirement, or insolvency of any partner shall not dissolve the firm.
   • If the premises, plant, machinery, or furniture of any partner is utilized by the firm, the same shall carry rent/hiring charges as mutually agreed upon. If any employees of the existing business of any partner are utilized for the business, the same shall be at stipulated rate and with all the benefits as continuous service.
10. Retirement and Death of Partner:
    • On retirement, the partner shall be entitled to full payment for all rights, title, and interest. Upon insolvency, rights cease. Upon death, an heir may be admitted as partner with consent, or the surviving partners may purchase the contribution. 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.
    • On the death of any partner, if his or her heir opts not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in the firm.
11. Expulsion of Partner:
    • A partner may be expelled by unanimous decision after show-cause notice and response. The expelled partner is entitled to benefits as a retiring partner. No majority can expel except in case of fraudulent conduct.
12. Cessation of Partners:
    • A partner may resign by giving at least three months’ notice. The firm can be wound up with the consent of all partners. On resignation, remaining partners may continue business, but domain name and goodwill shall not be taken over by any partner and shall be dissolved.
13. Duties of Partners:
    • Account for any benefit derived without consent from partnership transactions.
    • Indemnify the partnership and other partners for any loss caused by fraud.
    • Render true accounts and full information.
    • Offer interest or shares for transfer first to remaining partners.
    • Punctually pay separate debts and indemnify the firm.
    • Give time and attention required to fulfill business objectives; all partners shall be working partners.
    • No partner shall without written consent of all partners:
      • Employ any money, goods, or effects of the firm or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the firm.
      • Lend money or give credit on behalf of the firm or have dealings with persons previously forbidden by other partners in writing.
      • Enter into any bond or become surety or security with or for any person or do anything whereby the firm's property may be seized.
      • Assign, mortgage, or charge his/her share in the firm or any asset or property thereof or make any other person a partner therein.
      • Compromise or release any debt due to the firm except upon written consent of other partners.
14. Partners are responsible for all acts required by law and agreement, including filing of documents, returns, statements, and the like.
15. The firm may pay remuneration to partners as decided by all partners for rendering their services.
16. The firm shall indemnify and defend partners and officers against liability except for gross negligence or willful misconduct.
17. Duties relating to development, sale, marketing, and administration of products shall be borne by all partners.
18. Interest on Partners’ Loan: Interest at the rate of [Interest Rate]% per annum or as per Income-tax Rules shall be paid on loans given by partners.
19. Withdrawal of Capital: Every partner may withdraw capital as mutually decided.
20. Business Transactions of Partner with Firm: A partner may lend money to and transact business with the firm and shall have the same rights and obligations as a non-partner in such transactions.
21. Meetings: All matters shall be decided by unanimous resolution. Meetings may be called with 7 days’ notice (or 15 days for foreign residents) at the partners’ addresses or by email.

IN WITNESS WHEREOF, the parties hereto have signed this Deed of Partnership at [Place] on the date first above written.