The parties hereto desire to enter into the business of Coffee and pastries selling and operating a shop. In order to accomplish their aforesaid desires, the parties hereto desire to join together in a general partnership under and pursuant to the Uniform Partnership Act, amended from time to time. NOW THEREFORE, in consideration of their mutual promises, covenants, and agreements, and the Explanatory Statement, which Explanatory Statement is incorporated by reference herein and made a substantive part of this Partnership Agreement, the parties hereto do hereby promise, covenant and agree as follows:
Section 2. Principal Place of Business
The principal office and place of business of the Partnership (the "Office") shall be located at Wakas, Bocaue, Bulacan
Section 3. Business and Purpose
3.1. The business and purposes of the Partnership are to manage, and operate, Coffee and Pastry Shop.
Section 4. Term
The Partnership shall commence upon the date of this Agreement, as set forth above. Unless sooner terminated pursuant to the further provisions of this Agreement, the Partnership shall continue without defined term.
Section 5. Capital Contribution
5.1. The original capital contributions to the Partnership of each of the Partners shall be made concurrently with their respective execution, acknowledgement, sealing and delivery of this Agreement in the following Peso amounts set forth after their respective names:
dela Flores, Reycia Anne: Capital contribution includes equipment valued at approximately 50,000. An additional cash capital contribution of 250,000 will also be made.
Omzar, Jenalyn May: Capital contribution is Land valued approximately 250,000, a building valued approximately 150,000 and Furniture and fixture valued approximately 100,000.
5.2. Except as specifically provided in this Agreement, or as otherwise provided by and in accordance with law to the extent such law is not inconsistent with this Agreement, no Partner shall have the right to withdraw or reduce his or her contributions to the capital of the Partnership.
Section 6. Profit and Loss
6.1. The percentages of Partnership Rights and Partnership Interest of each of the Partners shall be as follows:
dela Flores, Reycia Anne: 43.75%
Omzar, Jenalyn May: 56.25%
6.2. Except as provided in Section 7.3. of this Agreement, for purposes of Sections 702 and 704 of the Internal Revenue Code of 1954, or the corresponding provisions of any future federal internal revenue law, or any similar tax law of any state or jurisdiction, the determination of each Partner's distributive share of all items of income, gain, loss, deduction, credit or allowance of the Partnership for any period or year shall be made in accordance with, and in proportion to, such Partner's percentage of Partnership Interest as it may then exist.
Section 7. Distribution of Profits
7.1. Gross cash distribution in proportion to Partners percentages of partnership interest, will be made based on the scheduled payments of processors or within 60 days of payments being made. The gross cash distribution
7.2 Operating expenses will be shared at the time those expenses are realized in proportion to Partners percentages of partnership interest. While each purchase will not require an accounting of partnership interest, reimbursement to the payer, based on share, will be resolved every 30 days.
Section 8. Management of the Partnership Business
8.1. All decisions respecting the management, operation and control of the Partnership business and determination made in accordance with the provisions of this Agreement shall be made based upon a majority share of the partnership in favor of the decision. Majority owner Omzar, Jenalyn May has the full intention of increasing the responsibility and stake of dela...