THE REPUBLIC OF UGANDA

THE PARTNERSHIP ACT (CAP 86)

PARTNERSHIP DEED
THIS PARTNERSHIP DEED is made this 20th day of January 2024 by and among KWAGALA
ESTHER, KYESWA JOSEPH, ADONG CINDERELLA, ASHABA PEACE, KAMUSIIME
BRIAN, NAMARA KEZIA, NALULE PAULA (hereinafter collectively called “Partners”)
ARTICLE 1
NAME AND PLACE OF BUSINESS
1. The name of the Partnership shall be KABN Textiles and baby boutique, herein after referred
to as the “Partnership”.
2. The Principal place of Business shall be at Kawagala Esther’s residence and at other such places
within or without Uganda as may be agreed by the partners from time to time.
ARTICLES II
PURPOSE OF THE PARTNERSHIP
3. To engage in selling baby’s clothes online and tailoring men’s suits.
ARTICLE III
CAPITAL CONTRIBUTIONS, ACCOUNTS AND WITHDRAWALS
4. (a) The initial capital of the Partnership shall be as contributed by the partners, that is,
Ushs.500,000,000= (Five hundred million shillings only).
(b) Each partner immediately after the execution hereof shall make a Capital contribution to the
business.
5. All the above capital contributions shall be kept under one account.
6. Except by unanimous Agreement of partners or upon dissolution, the capital contributions of
the partners shall not be subject to withdrawals.
ARTICLE IV
PROFITS AND LOSSES
7. Notwithstanding the provisions of the Partnership Act, any realized by the partnership profits
after the deduction of any salaries agreed under Article V thereof shall be distributed among the
partners according to each partner’ initial capital contribution.
ARTICLE V
MANAGEMENT DUTIES
9. Kamusiime Brian shall be the Managing Partner of the Partnership.
10. Nalule Paula shall be the deputy Managing Partner.
ARTICLE VI
DURATION OF THE PARTNERSHIP
11. The Duration of the Partnership shall be for such period as it shall be possible to continue
operating a lucrative business as stated herein and subject to the terms of the DEED.
ARTICLE VII
DISSOLUTION OF PARTNERSHIP
12. Any partner may retire from the partnership upon 60 (sixty) days prior notice to each of the
other partners.
13. Retirement, Death, Bankruptcy, adjudication as a lunatic or becoming permanently
of unsound mind, or absence or inability to attend to partnership duties for 180 (One hundred and
eighty) continuous days of a partner, shall work as an immediate dissolution of the partnership.
14. In the event of the dissolution of a partnership by any of such occurrences
except death, a proper accounting shall be made of the capital and income accounts of each partner
and or the net profit or net loss of the partnership from the date of the last previous accounting to
the date of dissolution.
15. In the case of death of one of the partners, the income of that partner shall be used to pay school
fees for his/her children.
16. In the event of any of the aforesaid occurrences, the remaining partners shall have the right to
continue the business of partnership under the present name of themselves or in conjunction with
any other person or persons.
ARTICLE VIII
VOLUNTARY DISSOLUTION
17. Upon the termination of the partnership as set forth in Article vii the assets of the partnership
shall first be used to pay or provide for all debts of the partnership. Thereafter all monies in the
income account of the partners, and all accounts due for earned and unpaid salaries of the partners
shall be paid to the partners respectively entitled thereto. The remaining assets shall be divided
among the partners as per capital contribution.
ARTICLE IX
PARTNERS’ POWERS AND LIMITATION
18. Cheques shall be drawn on the partnership purposes only and shall be signed by only the
managing partner, they shall be signatories to the partnership cheques.
19. No partner may without the consent of the other partners pledge or in any manner transfer his
interest in the partnership, except to another party to this agreement.
20. The managing partners shall have powers to:
(a) Engage or dismiss any employee of the partnership.
(b) Borrow money in the partnership name for partnership purposes only.
ARTICLE X
COMMENCEMENT OF THE PARTNERSHIP
21. The Partnership business shall be deemed to have commenced on the 24th day of January 2024
and shall continue indefinitely as may be agreed upon by the partners.
ARTICLE XI
LIABILITY OF THE PARTNERSHIP5
22. The partnership may whenever necessary borrow money from persons whether legal
or physical organizations for the benefit of the partnership, but neither partner acting by himself
shall have power to accept loans on behalf of the firm without the written consent of the other
partners.
23. Each partner shall promptly pay and discharge his separate debts and engagements
and indemnify the other partners, and the assets of the firm, against the same and all proceedings,
costs, demands, or expenses on account thereof.
ARTICLES XII
MEETINGS
24. The partners shall hold two annual general meetings, at the partnership office, and such the
necessary meetings as the partners may deem fit, to renew the status of the business and other
matters incidental thereto.
ARTICLE XIII
ARBITRATION CLAUSE
25. Any dispute or question arising out of or regarding the interpretation of this DEED shall first
be referred to a sole Arbitrator agreed upon by the partners and who shall preside thereon in
accordance with the provisions of the Arbitration Act or any other enactment for the time being in
force in Uganda.
ARTICLE XIV
MISCELLANEOUS
1. The partnership shall maintain a bank account or bank accounts in such Bank or Bank(s) as
maybe agreed upon by the partners.
2. All notices or consents provided for under this Agreement shall be in writing and a Notice shall
be sufficient if sent by registered post to the last known address of the party to whom such Notices
to be given.
3. Proper and complete books of accounts shall be kept at any times and shall be
opened to inspection by any partners or his credited representative at any reasonable time during
business hours. The Book accounts shall be examined and viewed at close of each financial year
by an independent chartered accountant agreeable to the partners, who shall make a report thereon.
4. The parties hereunto covenant, that they will execute any further instruments and that they will
perform any acts which are or may become necessary to carry on the partnership created by this
Agreement.
5. This Agreement cannot be amended except by a written Agreement signed by all
existing partners.

IN WITNESS WHEREOF, the parties hereto have set hereunto their hand and seals.
Dated at Kampala this 20th day of January, 2024 stated above.
SIGNED by the said:
Kwagala Esther …………………………………………………………….
Kyeswa Joseph …………………………………………………………….
Adong Cinderella …………………………………………………………….
Ashaba Peace …………………………………………………………….
Kamusiime Brian …………………………………………………………….
Namara Kezia …………………………………………………………….
Nalule Paula …………………………………………………………….