THIS AGREEMENT is made on the date specified in the schedule to this deed (the schedule) between the parties described in the schedule as the partners (the partners).
1). FORMATION AND TERMS
The partners will carry on business in partnership on the terms set out in this agreement which partners will commence or is acknowledge to have commenced on the commencement date set out in the schedule and will continue until terminated in accordance with this agreement or otherwise.
2). BUSINESS STRUCTURE
The partners will conduct business as a collective and abide by the principles of a collective as specified in (the collective) in addition to the terms set out in this agreement.
3). NAME AND BUSINESS
The partnership business will be as specified in the schedule and such other business or businesses as may from time to time be mutually agreed upon and the partnership business will be conducted under the name and the address as specified in the schedule until partners resolve otherwise.
The capital of the partnership will be contributed by the partners in the shares or proportions specified in the Schedule.
Subject to the provisions of this agreement the partners will be entitled to the capital and the property for the time being of the partnership and goodwill of the business in the same proportions as their contribution of capital.
Interest at the prevailing lowest overdraft rate offered by the partnership's banker will be paid to each partner on the capital for the time being standing to his credit of the gross profits of the business and such interest will be cumulative so that deficiency in any one year will be made up out of the gross profits of any succeeding year or years provided that no interest will be payable during any period during which the capital has been contributed by the partners equally.
If any partner, at the request of the other partners, makes any loan to the partnership that will be a debt due from the partnership to that partner and will carry interest at a rate to be agreed upon by the partners which interest will be payable at the end of the financial year in which the loan was made and at the end of each succeeding year during the subsistence of the loan. If the loan is repaid during the course of any financial year the interest will be calculated up to and be payable on the date of repayment. Every such loan, together with interest will be repayable on 30 days written notice.
7). PARTNERSHIP EXPENSES AND OUTGOINGS
All expenses and outgoings of the partnership including interest under clause 5 and 6 and all partnership losses will be payable firstly out of profits, secondly out of the capital of the partnership, and thirdly, in the case of any deficiency, by the partners in the proportions in which they are entitled to share in the profits of the business.
The partners will be entitled to the profits of the business in the same proportions in which they are entitled to share in the capital of the partnership and the profits for each year will be distributed accordingly and each partner will be entitled to be paid his share of any year's profits at any time after the preparation of the balance sheet for that year, less any amount to be paid by him for capital or for a prior loss. The partners may agree such salary will be treated as a partnership expense in determining the profits to which partners are entitled.
The usual accounts will be properly maintained and each partner will have free access to them at all times and be entitled to make such extracts from them as he wishes.
The partners will arrange for an accountant to prepare as soon as may be after 30th day of June in each year a statement of financial performance and a statement of financial position of the partnership business for the preceding financial year.
The partners may draw such equal or other...
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