PARTNERSHIP AGREEMENT

This PARTNERSHIP AGREEMENT (Agreement) is made on this

the 01st day of January, 2017 (.....day) and shall also be effective from the
same date.

BETWEEN

……………….. (hereinafter referred to as “First Party”, which expression

shall unless repugnant to the context shall include its successors, permitted
assignees and nominees; as the case may be) of the ONE PART.

AND

……………. (hereinafter referred to as “Second Party”, which expression

shall unless repugnant to the context shall include its successors, permitted
assignees and nominees; as the case may be) of the OTHER PART.

Whereas, …….. and ………. shall be collectively referred to as the

“Parties” and individually as the “Party”; and

WHEREAS, the Parties have given their consent to make a partnership; and

WHEREAS, this PARTNERSHIP AGREEMENT shall be referred

to as the “Agreement”; and

WHEREAS, the Parties have agreed for the same and on the following
terms and conditions;

NOW, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Name of Business

The parties hereby form a partnership firm under the name of……….. ,
referred to as …………” henceforth.

2. Type of Business
The Firm will provide
…………………………………………………………………………………
………………………………………………………

3. Place of Business

The registered office of the firm shall be at ……………., Bangladesh or such

other place or places as the parties choose to. To expand and to ensure
smooth operation of business, the parties may mutually decide to run a virtual
office and/or to open an office anywhere in the world.

4. Term

The Partnership shall commence on the date of this Agreement and, unless
sooner terminated in accordance with this Agreement, shall continue until the
termination of the Agreement

5. Capital

The partners shall contribute the capital of the partnership in cash as follows:

…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty

Thousand Only)

…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty

Thousand Only)

Total Capital: BDT 3,00,000 (Bangladeshi Taka; Three Lac Only)

In case, the partners decide to add more capital to the partnership firm, both
the partners may contribute to the capital.

The capital contributed by each partner shall be maintained at all times in the
proportions in which the partners share in the profit and losses of the
partnership.

Neither partner shall withdraw any part of their capital amount without the
mutual agreement between the partners.

6. Profit and Loss

The net profit of the partnership shall be divided equally between the partners
and the net losses shall be borne equally by them.

All liabilities of the firm shall be borne, mitigated, and managed by both
parties.

7. Salaries and Withdrawals

Neither partner shall receive any salary for services rendered to the
partnership. Each partner may, from time to time, withdraw a mutually
agreed upon amount from the account.

8. Interest

No interest shall be paid on the initial contribution to the capital of the

partnership or on any subsequent contributions to the capital.

9. Partnership Duties and Restrictions

The partners shall have equal rights in the management of the partnership
firm, and each partner shall devote an adequate amount of time to the conduct
of the business. The adequacy of the time devoted by the partners shall have
to be mutually agreed upon by the partners.

Without consent of the other partner, neither partner shall, on behalf of the
partnership, borrow, or lend money; or make, deliver, or accept any
commercial paper; or execute any mortgage, security agreement, bond, or
lease; or purchase or contract to purchase; or sell or contract to sell any
property for or of the partnership other than the type of property bought and
sold in the regular course of its business.

10. Banking

All funds of the partnership shall be deposited in a bank account in the name
of the Firm.

All withdrawals from this account are to be made upon checks signed
by BOTH partners.
11. Books

The partnership books shall be maintained at the principal office of the

partnership, and each partner shall at all times have access thereto. The books
shall be kept on a fiscal year basis, and shall be closed and balanced at the
end of each fiscal year.

An audit of books and all accounts shall be made as of the closing date.

12. Transfer of Shares

In the event of death or physical disability of any member, the share or legal
right of deceased or disable partners will be transferred to their legal
representatives or legal heirs under the provisions of common laws in
Bangladesh.

13. Non-Compete Agreement and Confidentiality

A partner of the firm shall not engage in any kind of business similar to this
Firm. If any partner is found to be engaged in similar business it shall be
considered a breach of this Agreement.

All partners are also expected to abstain from disclosing the Firm’s internal
information to outside the partnership.

14. Management of Business

The management of the business shall be conducted at the mutual agreement

of both the partners in all circumstances. In case of dispute in this matter, the
partners will resolve it amicably, either mutually or in the presence of a
mutual 3rd party mediator.

15. Signature

The partners, with the favor of the firm in mind, will mutually decide on the
signatory authority of all legal papers such as Customs Documents, Letter of
Credit Documents, and other similar documents. Only bank transactions are
required to have signatures of both partners.
16. Admission of New Partners

A new partner may be admitted to the Firm, but only after written approval
from all existing partners. Any new partner is expected to contribute capital
to the Firm as agreed by all the partners.

17. Dispute Resolution

All disputes between partners are expected to be resolved amicably, either

mutually or in the presence of a mutual 3rd party mediator.

18. Arbitration

If any dispute arises between the partners, which cannot be resolved mutually
or by a 3rd Party mediator, the matter will be referred to Arbitration. An
arbitrator will be appointed by each of the partners under the provisions of
THE ARBITRATION ACT, 2001 or any statutory modification required by
the laws of Bangladesh.

19. Governing Law

All questions with respect to the construction or interpretation of this

Agreement and the rights, duties, obligations and liabilities of the parties
shall be determined in accordance with the applicable provisions of the laws
of Bangladesh.

20. Amendment of the Agreement

This Agreement or any provision of this Agreement may be amended,

modified, changed, altered, cancelled or terminated by the written mutual
consent of the parties.

21. Dissolution of the Firm

In the event of the Firm’s dissolution, all liabilities are to be paid off and all
remaining assets are to be divided amongst partners as per the Profit and Loss
sharing ratio.
 IN WITNESS whereof the said parties have thereto signed on the day,
month, year above written.

_____________ _____________

x y

WITNESSED BY:

1. …………………………….

2. ………………………………..

Drafted by

Monirul Islam

LL.B. (Hon’s), LL.M. (DU)

Advocate

Supreme Court of Bangladesh

Corporate Lawyer & Legal adviser

Chamber- Badsha Plaza, 20, Link Road,

Bangla Motor Mur, Dhaka.

Mobile: 01710065033