Deed of Partnership

This deed of partnership is made on [Date, Month, Year] between:

1. [First Partner’s Name], [Son/Daughter] of [Mr. Father’s Name], residing at [Ad-

dress Line 1, Address Line 2, City, State, Pin Code] hereinafter referred to as
FIRST PARTNER.
2. [Second Partner’s Name], [Son/Daughter] of [Mr. Father’s Name], residing at
[Address Line 1, Address Line 2, City, State, Pin Code] hereinafter referred to as
SECOND PARTNER.
3. [Third Partner’s Name], [Son/Daughter] of [Mr. Father’s Name], residing at [Ad-
dress Line 1, Address Line 2, City, State, Pin Code] hereinafter referred to as
THIRD PARTNER.
4. [Fourth Partner’s Name], [Son/Daughter] of [Mr. Father’s Name], residing at
[Address Line 1, Address Line 2, City, State, Pin Code] hereinafter referred to as
FOURTH PARTNER.
5. [Fifth Partner’s Name], [Son/Daughter] of [Mr. Father’s Name], residing at [Ad-
dress Line 1, Address Line 2, City, State, Pin Code] hereinafter referred to as
FIFTH PARTNER.

Whereas, the parties hereto have agreed to commence business in partnership and
it is expedient to have written instrument of partnership. Now this partnership deed
witnesses as follows:

• BUSINESS ACTIVITY
The parties here to have mutually agreed to carry on the business of [Description of
Business Activity Proposed].

• PLACE OF BUSINESS
The principal place of the partnership business will be situated at [Address Line 1,
Address Line 2, City, State, Pin Code]

• DURATION OF PARTNERSHIP
The Partnership shall commence on the Effective Date and will continue until it termi-
nates in accordance with the terms of this Agreement, unless terminated earlier in accor-
dance with the terms of this Agreement.

• CAPITAL OF THE FIRM

Initially the capital of the firm shall be Rs. [Total Partners Contribution].

• PARTNERS CAPITAL ACCOUNT

The Partnership will establish and maintain for each Partner a separate capital account
consisting of the Partners Capital Contributions. A Partner may not withdraw any portion
of capital from his or her capital account without prior consent of all Partners. Interest, at
the rates and times as determined by the Partners, will be paid on the capital account of
any partner. Funds from this account shall be used to procure goods required for the run-
ning of the Partnership that may include resale counter items, Office rent, staff salary,
setting up bank accounts and even the necessary cold storage machineries.

• PARTNERS INCOME ACCOUNT

The Partnership will establish and maintain a separate income account for each partner.
Each Partner’s share of the Partnership profits and losses will be credited to or charged
against his or her income account. If there is no positive balance in a Partner’s Income
account, losses will be charged against his or her capital account. No Interest will be paid
on the income account of any Partner.
• PROFIT SHARING RATIO
The profit or loss of the firm shall be shared equally among all the partners and
transferred to partner’s current account.

• PARTNER'S SALARY AND DRAWINGS

There will be no salary or compensation given to any Partner for services to the Partner-
ship. A Partner may withdraw any profits from the business account at any time but only
with the consent of all the Partners.

• MANAGEMENT
The [___________] of the firm shall be Managing Partner and he will look after all the
day to day transaction of the firm and any legal activities in the name of the firm and
the remaining partners shall co-operate to do so.

• OPERATION OF BANK ACCOUNTS

The firm shall open a current account in the name of [Partnership Firm Name] at
any bank and such account shall be operated by [First Partner], [Second Partner],
[Third Partner], [Fourth Partner] and [Fifth Partner] jointly as declared from time to
time to the Banks.

• BORROWING
The written consent of all Partners will be required for the partnership to avail
credit facilities from any financial institution.

• ACCOUNTS
The firms shall regularly maintain in the ordinary course of business, true and cor-
rect accounts of all its transactions and also of all its assets and liabilities, the prop -
erty books of account, which shall ordinarily be kept at the firm’s place of business.
The accounting year shall be the financial year from 1 st April onwards and the bal-
ance sheet shall be properly audited and the same shall be signed by all the Part-
ners. Every Partner shall have access to the books and the right to verify their cor-
rectness.

• VOLUNTARY DISSOLUTION OF PARTNERSHIP

The Partnership may be dissolved at any time upon the consent of all the Partners. The
Partners shall as soon as reasonably practicable, liquidate and wind up the affair of Part-
nership. The proceeds, assets or any balance received or payable in connection with the
Liquidation shall be appliable in following order-
All debts, liabilities and obligations of the Partnership including all expenses arising from
the claim of Liquidation
Distribution to for the benefits of the Partners in accordance with the positive balance in
each Partner’s Income Account.
Distribution to or for the benefit of the Partners in accordance with the positive balance in
each partners’ capital account.

• PARTNERS WITHDRAWAL
A partner may not withdraw from the Partnership unless all remaining Partners unani-
mously agree to the withdrawal. If the remaining Partner(s) agree to withdraw, the re-
maining Partner(s) may decide either to dissolve & liquidate the partnership with the
withdrawing Partner as per clause of the agreement, or shall continue the Partnerships by
purchasing the withdrawing Partner’s Interest. The decision to dissolve of continue the
Partnerships requires the unanimous consent of all the partners.
If the remaining partner wishes to acquire the shares of the withdrawing partner then they
shall provide a notice of such intention within [_____ days] after the receipt of withdraw-
ing Partner’s notice.
A partner shall be removed from the Partnership if such Partner:
Commits fraud
Declares bankruptcy
Is declared incompetent
Is imprisoned

The remaining Partner(s) may decide either to dissolve & liquidate the partnership with
the withdrawing Partner as per clause of the agreement, or shall continue the Partnerships
by purchasing the withdrawing Partner’s Interest. The decision to dissolve of continue the
Partnerships requires the unanimous consent of all the partners.

• BUYOUT
If the remaining Partners choose to Purchase the withdrawing, retiring or deceased Part-
ner’s interest under the preceding paragraphs, that interest will be purchased in the
amounts as decided by the remaining Partners that wish to Purchase. The value of with-
drawing, retiring or deceased Partner’s Interest as per the fair market value as identified
by an independent certified public accountant. The purchase price will not include any
separate amounts for goodwill, tradename, patents or intangible assets. The remaining
Partners may continue to use the Partnership tradename. The purchase price will be paid
with interest at the rate of 8% per annum within (12) twelve months after the days of
withdrawal, retirement or death.

• RESTRICTION ON TRANSFER
No Partner shall transfer, assign, seek, give, pledge, hypothecate or otherwise encumber,
or dispose of in any manner any of his or her interest in the Partnership without, retire-
ment or death.
• NEW PARTNERS
The Partnership, upon mutual discussion and majority consent, may admit new Partners
to the Partnership on the terms and conditions as determined by the Partners at such time.

• BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the Partner and their re-
spective legal representatives, heirs, administrators, executors, successors and permitted
assigns.
• NON-COMPETE CLAUSE
Every partner shall disclose their ongoing businesses and assets before the incorporation
of the partnership, no partner shall engage in a competitive business in accordance with
this partnership before prior permission from all the Partners.

• RETIREMENT
If any partner shall at anytime during the subsistence of the partnership, be de-
sirous of retiring from the firm, it shall be competent from his to do so, provided he
shall give at least one calendar month notice of his intention of doing so. The re -
maining partner shall pay to the retiring partner or his legal representatives of the
deceased partner, the purchase money of his share in the assets of the firm.

• DEATH OF PARTNER
In the event of the death of any partners, one of the legal representatives of the de -
ceased partner shall become the partner of the firm and in the event the legal repre-
sentative show their denial to point the firm, they shall be paid the part of the part
of the purchase amount calculated as on the date of the death of the partner.

• SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole
or in part, the remaining provisions shall not be affected and shall continue to be valid, le-
gal and enforceable as though the invalid, illegal or unenforceable parts had not been in-
cluded in the Agreement.

• INDEMNITY
Each Partner shall indemnify another for any personal injury or loss that may have arisen
out of the breach of any representation, warranty or covenant of Partnership contained in
this Agreement and make necessary arrangements to apply for Indemnity insurances
upon incorporation on the Partnership firm.

• ENTIRE AGREEMENT
This Agreement contains the entire understanding between the Partners and supersedes
and cancels all prior agreements of the Partners, whether Oral or written, with respect to
such subject matter.

• AMENDMENT
This agreement may be amended or modified only by a written agreement signed by all
the Partners.

• FORCE MAJEURE
In case of an earthquake, tsunami, storm or a pandemic; if and ‘only if’, the Place of busi-
ness is directly or indirectly affected, then the Existing Partners shall make necessary pro-
visions with mutual discussions in order to recover the business or dissolve as per clause
12 of the agreement.

• WAIVER
No partner shall be deemed to have waived any provision of this Agreement or the exer-
cise or any rights held this Agreement unless such waiver. Is made expressly in writing.
Waiver by any Partner of a breach or violation of any provision of this Agreement shall
not constitute a waiver if any other subsequent breach of violation.

• GOVERNING LAW
The terms of the agreement shall be governed by and construed in accordance with the
laws of India but including its conflicts of law provision. Goods and Services act, Part-
nership Act, Income tax act, and other acts which have been laid down or will be notified
by the centre or the state.
• ARBITRATION
Whenever there by any difference of opinion or any dispute between the partners
the partners shall refer the same to an arbitration of one person. The decision of the
arbitration so nominated shall be final and binding on all partners, such arbitration
proceedings shall be governed by Indian Arbitration Act, which is in force.

In witness whereof, this deed of partnership is signed sealed and delivered this
[Day, Month, Year] at [City, State]:

FIRST PARTNER SECOND PARTNER

[Address Line 1] [Address Line 1]

[Address Line 2] [Address Line 2]
[City, State, Pin Code] [City, State, Pin Code]

THIRD PARTNER FOURTH PARTNER

[Address Line 1] [Address Line 1]

[Address Line 2] [Address Line 2]
[City, State, Pin Code] [City, State, Pin Code]
FIFTH PARTNER

[Address Line 1]
[Address Line 2]
[City, State, Pin Code]

WITNESS ONE WITNESS TWO

[Address Line 1] [Address Line 1]

[Address Line 2] [Address Line 2]
[City, State, Pin Code] [City, State, Pin Code]