Deed of Partnership Template

"Accounting Year" means each period of twelve (12) consecutive months ending on [Accounting Year-End Date], save that the first Accounting Year shall commence on the Effective Date and end on the first [Accounting Year-End Date] thereafter, and the final Accounting Year shall end on the date on which the winding up of the Partnership is completed or on which a Partner ceases to be a Partner, as the case may require.

"Business" means the business of [Description of Business Activities] and all activities reasonably ancillary, incidental or conducive thereto, together with such other business as the Partners may from time to time unanimously agree in writing to carry on in partnership under this Deed.

"Capital Account" means the separate account maintained in the books of the Partnership for each Partner, which shall be credited with the Capital Contributions made by that Partner, and shall be debited or credited only in the manner expressly provided in this Deed, and which shall be distinct from the Current Account of that Partner to which profits, losses, drawings and distributions are posted.

"Fair Value" means the price which a willing purchaser would pay to a willing seller for a Partnership Interest in an arm's-length transaction as at the relevant valuation date, on the assumption that the Business is carried on as a going concern, taking into account the goodwill of the Business, the balances standing to the credit or debit of the relevant Capital Account and Current Account, and all assets and liabilities (actual and contingent) of the Partnership, but without any premium for control or any discount for minority holding or lack of marketability, save as expressly provided in this Deed.

"Managing Partner" means [Full Legal Name of Managing Partner], or any successor Partner appointed to that office in accordance with the Section entitled "Management, Authority of the Managing Partner and Decision-Making," acting in that capacity.

"Net Profits" and "Net Losses" mean, respectively, the excess of the gross income of the Partnership over its expenses, or the excess of its expenses over its gross income, for any Accounting Year or other relevant period, determined in accordance with the accounting principles adopted under the Section entitled "Books of Account, Banking and Financial Reporting," after deduction, as an expense of the Partnership, of the remuneration and reimbursements payable to the Managing Partner under this Deed and of any interest payable on Partner loans.

"Partnership Interest" means the entire interest of a Partner in the Partnership, including its share of the Net Profits and Net Losses, the balances standing to its Capital Account and Current Account, its share in the assets and goodwill of the Partnership, and all rights to receive information, participate in decisions and receive distributions under this Deed.

"Profit Sharing Ratio" means the fixed percentages in which the Partners shall share the Net Profits and bear the Net Losses of the Partnership, being [__]% for the Managing Partner and [__]% for the Second Partner, as such percentages may be varied only in the manner expressly permitted by this Deed.

In this Deed, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; words importing the singular include the plural and vice versa; words importing a gender include every gender; references to a "person" include any individual, corporation, company, partnership, trust, association or other body, whether or not having separate legal personality; the words "include" and "including" shall be construed without limitation; references to a Section are to the Section of this Deed bearing the title indicated; references to "writing" include email but exclude any other form of electronic messaging; references to any amount of money are to amounts in [Currency]; and "Partnership" means the partnership constituted by this Deed.

The Partnership shall commence, and shall be deemed to have commenced, on the Effective Date, and any acts, contracts and expenditures undertaken by the Managing Partner in contemplation of the Business prior to the Effective Date and disclosed in writing to the Second Partner on or before the date of execution of this Deed are hereby ratified, adopted and assumed by the Partnership as if undertaken on its behalf after the Effective Date.

The Partnership shall continue for an indefinite term until it is dissolved in accordance with the Section entitled "Dissolution, Winding Up and Distribution of Assets," and the Partners expressly agree that the Partnership shall not be a partnership at will and shall not be capable of being determined by notice of either Partner save in the circumstances expressly provided in this Deed.

Neither Partner shall be entitled to give notice of voluntary withdrawal or retirement taking effect before the expiry of an initial period of [number] years from the Effective Date (the "Initial Period"), save with the prior written consent of the Managing Partner, or, where the Managing Partner is the Partner seeking to withdraw or retire, with the prior written consent of the Second Partner, such consent not to be unreasonably withheld, conditioned or delayed.

The withdrawal, retirement, death, incapacity, insolvency, dissolution or expulsion of a Partner shall not cause a dissolution of the Partnership as regards the remaining Partner or Partners, and the Business shall be continued by the remaining Partner or Partners upon the terms of this Deed, subject to the purchase of the interest of the Outgoing Partner in accordance with the Section entitled "Valuation and Purchase of an Outgoing Partner's Interest."

Where, by reason of any event referred to in the immediately preceding clause, only one Partner remains, the remaining Partner shall be entitled to carry on the Business as a sole proprietor or through such vehicle as it may determine, together with the goodwill, name, assets and liabilities of the Partnership, and the provisions of this Deed governing the purchase of the Outgoing Partner's interest, the restrictive covenants and confidentiality shall continue to bind the Outgoing Partner and its successors.

The Partners acknowledge that the duration and lock-in arrangements in this Section have been agreed in recognition of the commitment, capital and personal reputation which the Managing Partner is to invest in establishing the Business, and that such arrangements are reasonable and necessary to protect the stability and goodwill of the Partnership.

The Partners hereby agree to carry on the Business in partnership with one another, and the Partnership is constituted as a general partnership upon the terms of this Deed, with each Partner being entitled to the rights and subject to the obligations set out herein.

The Business shall be carried on under the name "[Partnership Name]" or such other name as the Managing Partner may determine with the prior written consent of the Second Partner, and no Partner shall use the name of the Partnership, or any name confusingly similar thereto, other than for the purposes of the Business.

The principal place of business of the Partnership shall be at [Address of Principal Place of Business], or at such other place as the Managing Partner may from time to time determine upon giving not less than [number] days' prior written notice to the Second Partner, and the Partnership may establish such branch offices, warehouses, premises and other places of business as the Managing Partner may consider necessary or desirable for the conduct of the Business, subject to the limits applicable to Reserved Matters.

The Managing Partner shall procure that the Partnership effects and maintains all registrations, filings, business name registrations, tax registrations and notifications that may be required by applicable law in [Jurisdiction] in connection with the formation and conduct of the Partnership, and each Partner shall promptly sign all documents and provide all information that may reasonably be required for that purpose.

All property, rights and assets acquired by or for the Partnership, whether by way of Capital Contribution, purchase or otherwise, shall be partnership property, shall be held in the name of the Partnership where permitted by applicable law or otherwise in the name of the Managing Partner as nominee and trustee for the Partnership, and shall be applied exclusively for the purposes of the Business in accordance with this Deed.

Nothing in this Deed shall constitute either Partner the agent of the other for any purpose other than the conduct of the Business within the authority conferred by this Deed, and nothing in this Deed shall be construed as creating any partnership between the Partners in respect of any activity other than the Business.

The purpose of the Partnership is to carry on the Business with a view to profit, and the Partnership shall not engage in any other activity save with the unanimous prior written consent of the Partners.

Without prejudice to the generality of the foregoing, the scope of the Business shall include [Specific Products, Services or Activities], the procurement of goods and services necessary for that purpose, the entering into of contracts with customers, suppliers and contractors, and the doing of all such other lawful acts and things as are incidental or conducive to the attainment of the purpose of the Partnership.

The Business shall be carried on principally within [Territory of Operation], and the Managing Partner may extend the conduct of the Business to other territories where such extension, in its reasonable judgment, is consistent with the business plan approved by the Partners and does not require capital in excess of the limits set out in the Section entitled "Capital Contributions and Capital Accounts."

Any material change in the nature or scope of the Business, any discontinuance of a principal line of the Business, and any entry into a new line of business unrelated to the Business shall constitute a Reserved Matter and shall require the unanimous written consent of the Partners.

The Partners shall procure that the Business is conducted in compliance with all laws, regulations, licenses, permits and professional or industry standards applicable to it, and every license, permit, accreditation or authorization obtained in connection with the Business shall, to the extent permitted by applicable law, be obtained and held for the benefit of the Partnership.

Within [number] days after the Effective Date, and thereafter not later than [number] days before the start of each Accounting Year, the Managing Partner shall prepare and submit to the Second Partner a business plan and budget for the Business, and upon its approval by the Partners (such approval not to be unreasonably withheld or delayed) the Managing Partner shall be entitled to implement such plan and budget without further reference to the Second Partner.

The initial capital of the Partnership shall be [Total Initial Capital Amount], which shall be contributed by the Partners as follows: the Managing Partner shall contribute [Amount of Managing Partner's Contribution] and the Second Partner shall contribute [Amount of Second Partner's Contribution] (each such contribution, together with any additional contribution made under this Section, a "Capital Contribution"), and each initial Capital Contribution shall be paid in cleared funds into the bank account of the Partnership on or before [Contribution Due Date].

Where a Partner contributes property, rights, know-how, business relationships or other assets in kind, such contribution shall be described as [Description of In-Kind Contribution], shall be credited to the Capital Account of the contributing Partner at the agreed value of [Agreed Value of In-Kind Contribution], and the contributing Partner shall execute all such instruments of transfer and assignment as may be required to vest full title in the Partnership free from all liens, charges and encumbrances.

The Managing Partner may, by written notice to the Partners, call for additional Capital Contributions where it reasonably determines that additional capital is required for the conduct of the Business in accordance with the approved business plan, provided that the aggregate of such calls in any Accounting Year shall not exceed [Annual Capital Call Limit], and each Partner shall contribute its share of any such call in its Profit Sharing Ratio within [number] days of the date of such notice. Any call in excess of such limit shall constitute a Reserved Matter.

If a Partner fails to pay any Capital Contribution when due (a "Defaulting Partner"), then, without prejudice to any other right or remedy of the Partnership or the other Partner, the other Partner may (but shall not be obliged to) advance the unpaid amount to the Partnership on behalf of the Defaulting Partner, in which case such advance shall be treated as a loan to the Defaulting Partner bearing interest at the rate of [Default Interest Rate]% per annum, compounded [monthly / quarterly], which shall be repayable on demand and may be recovered in priority by set-off against any drawings or distributions otherwise payable to the Defaulting Partner; and any failure to pay which continues for more than [number] days after written notice requiring payment shall constitute a material breach of this Deed.

A separate Capital Account and a separate Current Account shall be maintained for each Partner, and the Capital Account of a Partner shall not be credited with any share of Net Profits nor debited with any share of Net Losses or drawings, all of which shall be posted to that Partner's Current Account.

No Partner shall be entitled to interest on its Capital Contribution save as the Partners may unanimously agree in writing, and no Partner shall be entitled to withdraw, or to receive repayment of, any part of its Capital Account except upon the dissolution of the Partnership or upon the purchase of its Partnership Interest in accordance with this Deed.

Any moneys advanced by a Partner to the Partnership in excess of its Capital Contributions, with the approval of the Managing Partner, shall be treated as a loan and not as capital, shall bear interest at the rate of [Partner Loan Interest Rate]% per annum or such other rate as the Partners may agree in writing, and shall be repaid, together with accrued interest, in priority to any return of capital or distribution of profits to the Partners.

Subject to the prior deduction of all amounts that are to be treated as expenses of the Partnership under this Deed, the Net Profits of the Partnership for each Accounting Year shall be allocated between the Partners in accordance with the Profit Sharing Ratio, namely [__]% to the Managing Partner and [__]% to the Second Partner, and shall be credited to their respective Current Accounts.

The Net Losses of the Partnership for each Accounting Year, including any loss of capital, shall be borne by the Partners in the Profit Sharing Ratio and shall be debited to their respective Current Accounts.

The remuneration of the Managing Partner, the reimbursement of expenses properly incurred by any Partner on behalf of the Partnership, and interest on Partner loans shall be payable by the Partnership as expenses in priority to, and shall be deducted before, the determination and allocation of Net Profits or Net Losses.

Where a Partner ceases to be a Partner, or a person is admitted as a Partner, during an Accounting Year, the Net Profits or Net Losses for that Accounting Year shall be apportioned on a time basis by reference to the number of days during which each person was a Partner, unless the Managing Partner, acting reasonably, determines that an apportionment by reference to the actual results of the Business for the relevant parts of that Accounting Year would be more equitable.

All items of income, gain, loss, deduction and credit of the Partnership shall, for tax purposes, be allocated between the Partners in the Profit Sharing Ratio, save to the extent that applicable tax law requires a different allocation, and each Partner shall be solely responsible for the payment of all taxes assessed on its share of the income or gains of the Partnership.

As between the Partners, each Partner shall indemnify the other against any liability of the Partnership in excess of its assets to the extent that such liability exceeds the Profit Sharing Ratio of the Partner who has discharged it, so that every Partner ultimately bears the debts and liabilities of the Partnership in the Profit Sharing Ratio, save where such liability arises from the breach of this Deed, fraud or willful misconduct of a particular Partner, in which case that Partner shall bear the same alone.

The Profit Sharing Ratio shall remain fixed throughout the existence of the Partnership and may be varied only by a written instrument executed by all of the Partners, or upon the admission of a new Partner or the purchase of an Outgoing Partner's interest in accordance with this Deed.

Each Partner shall be entitled to draw on account of its anticipated share of the Net Profits of the current Accounting Year a sum not exceeding [Drawings Amount] per [month / quarter], or such other amount as the Managing Partner may from time to time determine having regard to the cash flow, working capital requirements and reasonably anticipated liabilities of the Partnership, and all drawings shall be debited to the Current Account of the relevant Partner.

If, upon the approval of the annual accounts for any Accounting Year, the drawings of a Partner exceed its share of the Net Profits for that Accounting Year, the excess shall be repaid by that Partner to the Partnership within [number] days after written demand by the Managing Partner, failing which the excess shall bear interest at the rate specified for defaulted Capital Contributions and may be set off against any amount subsequently payable to that Partner.

Following the approval of the annual accounts for each Accounting Year, the Managing Partner shall determine the amount, if any, of the undrawn Net Profits to be distributed to the Partners, after first retaining such reserves as the Managing Partner reasonably considers prudent for working capital, capital expenditure, contingencies, taxation and the repayment of Partnership indebtedness, and any amount so distributed shall be paid to the Partners in the Profit Sharing Ratio.

In consideration of the management services rendered to the Partnership, the Managing Partner shall be entitled to receive a management remuneration of [Managing Partner Remuneration Amount] per [month / year], payable [monthly] in arrears, which shall be reviewed annually by the Partners and increased by not less than [Percentage]% or such greater amount as the Partners may agree in writing, together with [Performance Bonus Terms, if any].

Each Partner shall be entitled to reimbursement of all reasonable out-of-pocket expenses properly incurred by it in the conduct of the Business, upon production of reasonable supporting documentation, and expenses incurred by the Managing Partner within the limits of the approved budget shall not require the prior approval of the Second Partner.

The Second Partner shall not be entitled to any salary, fee or other remuneration for services rendered to the Partnership, other than its share of the Net Profits, save as may be specifically agreed in writing with the Managing Partner, including in respect of [Description of Second Partner's Remunerated Services, if any].

Notwithstanding any other provision of this Section, the Managing Partner may, prior to any other distribution, cause the Partnership to distribute to each Partner an amount sufficient to enable that Partner to discharge the tax reasonably estimated to be payable by it on its allocated share of the income of the Partnership, and no drawing or distribution shall be made where it would render the Partnership unable to pay its debts as they fall due.

The First Partner is hereby appointed as the Managing Partner, and, subject only to the Reserved Matters, the Managing Partner shall have full and exclusive authority, power and discretion to manage, control, administer and operate the Business and the affairs of the Partnership, and to make all decisions in respect thereof, on behalf of and in the name of the Partnership.

Without prejudice to the generality of the foregoing, the Managing Partner shall be authorized, without the consent of the Second Partner, to negotiate, enter into, perform, vary and terminate contracts in the ordinary course of the Business; to engage, direct, remunerate and dismiss employees, agents, consultants and professional advisers; to purchase, lease and dispose of assets having a value not exceeding [Asset Transaction Threshold] in any single transaction or series of related transactions; to incur expenditure in accordance with the approved budget; to open and operate bank accounts; to institute, defend and settle claims having a value not exceeding [Litigation Threshold]; and to delegate any of its powers to such persons as it considers fit, while remaining responsible for the exercise of such delegated powers.

The following matters (the "Reserved Matters") shall require the prior written consent of all of the Partners: any change in the nature or scope of the Business; the admission of a new Partner; any variation of the Profit Sharing Ratio or of the Capital Contributions save as provided in this Deed; any borrowing, guarantee or grant of security exceeding [Borrowing Threshold]; the acquisition or disposal of any asset or business having a value exceeding [Asset Transaction Threshold]; the commencement or settlement of any claim exceeding [Litigation Threshold]; any transaction between the Partnership and a Partner or its affiliate other than as provided in this Deed; any amendment of this Deed; and the voluntary dissolution of the Partnership.

The Second Partner shall perform such duties in the Business as are described in [Description of Second Partner's Role and Duties] and as the Managing Partner may reasonably assign from time to time consistent with that description, and the Second Partner shall not, without the prior written authorization of the Managing Partner, enter into any contract, incur any liability, or hold itself out as having authority to bind the Partnership, other than in the performance of such duties.

The Partners shall meet at least once in each [month / quarter] at the principal place of business or by video conference to review the conduct of the Business; decisions on matters other than Reserved Matters shall be made by the Managing Partner, and if the Partners disagree on any such matter the decision of the Managing Partner shall be final and binding; and any disagreement on a Reserved Matter which is not resolved within [number] days shall be referred to the procedure set out in the Section entitled "Governing Law and Dispute Resolution."

The Managing Partner may be removed from that office only for Cause, which for this purpose means fraud, dishonesty, willful misconduct or gross negligence of the Managing Partner in the conduct of the Business, or a material breach of this Deed by the Managing Partner which, if capable of remedy, has not been remedied within [number] days of written notice specifying the breach, in each case as finally determined in accordance with the Section entitled "Governing Law and Dispute Resolution"; and, upon such removal, the Partners shall appoint a successor by unanimous decision.

The Managing Partner shall not be liable to the Partnership or to the Second Partner for any loss or damage arising from any act or omission performed or omitted in good faith in the conduct of the Business and within the scope of its authority, save to the extent such loss or damage results from its fraud, willful misconduct or gross negligence, and the Partnership shall indemnify and hold harmless the Managing Partner from and against all claims, liabilities, costs and expenses (including reasonable legal fees) incurred by it in the proper discharge of its functions as Managing Partner.

The Managing Partner shall be entitled to rely in good faith upon the books and records of the Partnership and upon information, opinions and reports provided by employees, accountants, legal counsel and other professional advisers engaged by the Partnership, and shall be fully protected in so relying.

Each Partner shall at all times be just and faithful to the other, shall act in good faith in all matters relating to the Partnership, and shall render true accounts and full information of all things affecting the Partnership to the other Partner upon reasonable request.

The Managing Partner shall devote such time, attention and skill to the Business as it reasonably considers necessary for the proper conduct thereof, and the Second Partner shall devote not less than [Number of Hours / Proportion of Working Time] of its working time to the Business, and no Partner shall be required to devote its whole time to the Business unless the Partners otherwise agree in writing.

No Partner shall, without the prior written consent of the other Partner, in the name of or on behalf of the Partnership or in respect of its Partnership Interest: give any guarantee, indemnity or security for the obligations of any person; lend any money of the Partnership or give credit outside the ordinary course of the Business; compromise, release or waive any debt or claim due to the Partnership otherwise than for full value; or use the property, credit or funds of the Partnership for any purpose other than the Business.

Each Partner shall promptly disclose in writing to the other Partner any direct or indirect personal interest it or any of its affiliates has in any transaction or arrangement with the Partnership, and any benefit or profit derived by a Partner from any transaction concerning the Partnership, or from any use of the Partnership property, name or business connections, without the consent of the other Partner, shall be accounted for to the Partnership.

Each Partner shall comply with all laws and regulations applicable to the Business and its participation therein, shall not do or suffer anything whereby the Partnership property may be seized, attached or taken in execution, and shall promptly pay and discharge its separate debts and liabilities and indemnify the Partnership and the other Partner against the same.

Each Partner shall indemnify and keep indemnified the Partnership and the other Partner from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) suffered or incurred by them as a result of any breach by that Partner of this Deed, any act of that Partner in excess of its authority, or any fraud, dishonesty or willful misconduct of that Partner.

The Managing Partner shall procure that the Partnership maintains with reputable insurers such policies of insurance as are customary for a business of the nature of the Business, including [Types of Insurance, e.g. general liability, professional indemnity, property and employer's liability], in such amounts as the Managing Partner reasonably determines.

Where a Partner is a body corporate, it shall procure that its directors, officers and employees involved in the Business comply with the obligations imposed on that Partner by this Deed, and shall notify the other Partner in writing within [number] days of any change in the persons who exercise control over it.

The Managing Partner shall cause proper, complete and accurate books of account and records to be kept of all transactions, assets and liabilities of the Partnership, in accordance with [Applicable Accounting Standards], and such books and records shall be kept at the principal place of business or in such secure electronic system as the Managing Partner may designate.

All moneys of the Partnership shall be deposited in such bank account or accounts in the name of the Partnership as the Managing Partner may open with [Name of Bank] or such other reputable financial institution as the Managing Partner may select, and no Partnership moneys shall be commingled with the moneys of any Partner or any other person.

The Managing Partner shall be the sole authorized signatory on all Partnership bank accounts for payments and instructions up to [Single Signature Limit] per transaction, and any payment or instruction exceeding that amount shall require the signature or electronic approval of both Partners, provided that payments of tax, salaries, rent and amounts falling due under contracts approved in accordance with this Deed may be made by the Managing Partner alone irrespective of amount.

Within [number] days after the end of each Accounting Year, the Managing Partner shall procure the preparation of a balance sheet, profit and loss account and statement of the Partners' Capital Accounts and Current Accounts for that Accounting Year, which shall be [reviewed / audited] by an independent accountant appointed by the Managing Partner and shall be delivered to each Partner.

The annual accounts, once delivered, shall be binding on the Partners save in respect of any manifest error notified in writing by a Partner to the Managing Partner within [number] days after delivery, in which event the Partners shall seek to resolve the matter in good faith and, failing resolution within [number] days, the disputed item shall be determined by an independent accountant appointed in accordance with the Section entitled "Governing Law and Dispute Resolution," whose decision shall be final and binding absent manifest error.

The Managing Partner shall deliver to the Second Partner, within [number] days after the end of each [month / quarter], unaudited management accounts showing the income, expenditure and cash position of the Partnership for that period, together with a summary of material developments in the Business.

Each Partner shall be entitled, at its own cost and upon not less than [number] business days' prior written notice, during normal business hours and in a manner that does not unreasonably disrupt the Business, to inspect and take copies of the books of account and records of the Partnership, either personally or through a professional adviser bound by obligations of confidentiality.

The Managing Partner shall be responsible for the preparation and filing of all tax returns of the Partnership, shall act as the representative of the Partnership in its dealings with the tax authorities to the extent permitted by applicable law, and shall provide each Partner with such information as it reasonably requires to prepare its own tax returns within [number] days after the end of each Accounting Year.

No person shall be admitted as a new partner of the Partnership except with the prior written consent of all of the Partners, and any purported admission in breach of this Section shall be void and of no effect.

The Managing Partner shall be entitled to propose candidates for admission as new partners, and in considering any such proposal the Partners shall have regard to the professional standing, financial resources and expertise of the proposed partner and to the interests of the Business.

Upon the admission of a new partner, the Partners and the incoming partner shall agree in writing the Capital Contribution to be made by the incoming partner, the revised Profit Sharing Ratio of all Partners, and any premium to be paid for goodwill, which premium shall, unless otherwise agreed, be credited to the existing Partners in their Profit Sharing Ratio immediately prior to such admission.

No person shall be admitted as a partner unless and until such person has executed a deed of adherence, in a form approved by the Managing Partner, by which it agrees to be bound by all the provisions of this Deed as if it were an original party hereto, and has paid in full its agreed Capital Contribution and any premium.

An incoming partner shall not be liable for any debts or obligations of the Partnership incurred before the date of its admission unless it expressly agrees otherwise in writing, and the existing Partners shall indemnify the incoming partner against any such debts and obligations in their Profit Sharing Ratio immediately prior to such admission.

The admission of any new partner shall not affect the appointment, authority, rights or remuneration of the Managing Partner under this Deed, save as the Managing Partner may expressly agree in writing.

No Partner shall sell, assign, transfer, mortgage, charge, pledge or otherwise dispose of or encumber the whole or any part of its Partnership Interest, or any right or benefit arising under this Deed, without the prior written consent of the other Partner, and any purported transfer or encumbrance in breach of this Section shall be void and shall not be recognized by the Partnership.

A Partner wishing to transfer its Partnership Interest (the "Transferring Partner") shall first offer the same to the other Partner by written notice specifying the price and other terms on which it is willing to sell, and the other Partner shall have the right, exercisable by written notice within [number] days of receipt of such offer, to purchase the whole of the Partnership Interest at that price and on those terms.

If the other Partner does not exercise its right of first refusal within the period specified above, the Transferring Partner may, within [number] days thereafter, transfer the whole (but not part) of its Partnership Interest to a bona fide third-party purchaser at a price not lower than, and on terms no more favorable to the purchaser than, those offered to the other Partner, provided that the purchaser has been approved in writing by the other Partner, such approval not to be unreasonably withheld, and has executed a deed of adherence in accordance with the Section entitled "Admission of New Partners."

A Partner which is a body corporate may, with the prior written consent of the Managing Partner, such consent not to be unreasonably withheld, transfer its Partnership Interest to a wholly-owned subsidiary or holding company of that Partner, provided that the transferor shall remain jointly and severally liable with the transferee for the performance of this Deed and that the Partnership Interest shall be transferred back to the transferor before the transferee ceases to be so affiliated.

Any change in the person or persons who directly or indirectly control a Partner which is a body corporate, other than the Managing Partner where such change results from an intra-group reorganization that does not alter its ultimate beneficial ownership, shall be deemed to be a proposed transfer of that Partner's Partnership Interest requiring the consent of the other Partner, and, in the absence of such consent within [number] days of notification, shall entitle the other Partner to treat such Partner as an Outgoing Partner pursuant to the Section entitled "Withdrawal, Retirement and Death of a Partner."

Any person who, notwithstanding this Section, acquires any interest in a Partnership Interest by operation of law shall be entitled only to receive the share of profits and distributions to which the relevant Partner would otherwise have been entitled, and shall have no right to interfere in the management or administration of the Business, to require any accounts or information, or to inspect the books of the Partnership.

Subject to the Initial Period, a Partner may withdraw or retire from the Partnership by giving not less than [number] months' prior written notice to the other Partner, expiring on the last day of an Accounting Year, and the Managing Partner, where it is the Partner giving such notice, shall continue to act as Managing Partner until the expiry of that notice period or until a successor is appointed, whichever occurs earlier.

Upon the death of a Partner who is an individual, that Partner shall cease to be a Partner with effect from the date of death, and the personal representatives of the deceased Partner shall not be entitled to become partners or to participate in the management of the Business, but shall be entitled only to receive the purchase price for the deceased Partner's Partnership Interest in accordance with this Deed.

A Partner shall be deemed to have retired from the Partnership, upon written notice by the other Partner to that effect, if such Partner: being an individual, becomes permanently incapable, by reason of illness, injury or mental incapacity, of performing its duties under this Deed for a continuous period of [number] days or for an aggregate of [number] days in any period of twelve (12) months; becomes bankrupt or insolvent, makes any arrangement or composition with its creditors, or, being a body corporate, enters into liquidation, administration or any analogous proceeding or is dissolved; or suffers its Partnership Interest to be taken in execution and fails to procure its release within [number] days.

The other Partner may, by written notice, expel a Partner from the Partnership with immediate effect if such Partner commits a material or persistent breach of this Deed which, if capable of remedy, is not remedied within [number] days of written notice requiring its remedy; is guilty of fraud, dishonesty or willful misconduct in relation to the Business; is convicted of a criminal offense involving dishonesty or which, in the reasonable opinion of the other Partner, is likely to bring the Partnership into disrepute; or fails to pay any Capital Contribution as required by this Deed, provided that the Managing Partner may only be expelled where Cause has been finally determined in accordance with the Section entitled "Management, Authority of the Managing Partner and Decision-Making."

In this Deed, a Partner who ceases to be a Partner by reason of any of the events described in this Section, or who is to be treated as such under the Section entitled "Restrictions on Assignment and Transfer of Partnership Interests," is referred to as the "Outgoing Partner," and the date on which the Outgoing Partner ceases to be a Partner is referred to as the "Determination Date."

With effect from the Determination Date, the Outgoing Partner shall cease to have any authority to act on behalf of the Partnership, shall cease to be entitled to any share in the Net Profits accruing after the Determination Date, and shall forthwith deliver to the remaining Partner all books, records, documents, equipment, passwords and other property of the Partnership in its possession or control.

The Outgoing Partner, or its personal representatives, shall execute all such documents and do all such things as the remaining Partner may reasonably require to vest the Partnership Interest of the Outgoing Partner in the remaining Partner or its nominee, and to give notice of its retirement to customers, suppliers, banks and public authorities, and the Partners shall cooperate in giving notice of the change in the constitution of the Partnership.

Upon giving notice of withdrawal or retirement, or upon receipt of notice of expulsion or deemed retirement, the Outgoing Partner shall not, pending the Determination Date, take any step which may prejudice the Business or its goodwill, and the remaining Partner may require the Outgoing Partner to refrain from attending the premises of the Business or from contacting its customers and suppliers during such period.

The remaining Partner shall purchase, and the Outgoing Partner (or its personal representatives, trustee or liquidator, as the case may be) shall sell, the entire Partnership Interest of the Outgoing Partner at its Fair Value as at the Determination Date, and the remaining Partner shall be entitled to nominate any person approved by it to purchase all or part of such Partnership Interest in its place, provided that the remaining Partner shall remain liable for payment of the purchase price.

The remaining Partner and the Outgoing Partner shall endeavor in good faith to agree the Fair Value within [number] days after the Determination Date, failing which the Fair Value shall be determined by an independent firm of accountants or business valuers (the "Independent Valuer") jointly appointed by them or, failing agreement on the appointment within a further [number] days, appointed upon the application of either of them by [Appointing Authority].

The Independent Valuer shall act as an expert and not as an arbitrator, shall be given full access to the books and records of the Partnership, shall determine the Fair Value in accordance with the definition of that term in this Deed and shall deliver its written determination to the parties within [number] days of its appointment; its determination shall be final and binding absent fraud or manifest error, and its fees shall be borne equally by the remaining Partner and the Outgoing Partner, save that where the Outgoing Partner has been expelled under the Section entitled "Withdrawal, Retirement and Death of a Partner," such fees shall be borne by the Outgoing Partner alone.

Where the Outgoing Partner has been expelled under the Section entitled "Withdrawal, Retirement and Death of a Partner," or has withdrawn or retired in breach of the Initial Period, the purchase price shall be the Fair Value reduced by [Percentage]%, which the Partners agree is a genuine pre-estimate of the loss and disruption caused to the Business by such event and not a penalty.

The purchase price shall be paid as follows: [Percentage]% within [number] days after the Fair Value has been agreed or determined, and the balance in [number] equal [monthly / quarterly] installments thereafter, with interest accruing on the outstanding balance at the rate of [Interest Rate]% per annum; and the remaining Partner shall be entitled at any time to prepay all or any part of the outstanding balance without penalty.

There shall be deducted from the purchase price, and the remaining Partner shall be entitled to set off against any installment, all amounts owed by the Outgoing Partner to the Partnership or to the remaining Partner under this Deed, including any excess drawings, unpaid Capital Contributions, loans and liabilities arising from any breach of this Deed.

Upon payment of the first installment of the purchase price, the Outgoing Partner shall transfer its Partnership Interest free from all liens, charges and encumbrances, and the remaining Partner shall indemnify the Outgoing Partner against all debts and liabilities of the Partnership incurred after the Determination Date and against such share of the liabilities incurred before the Determination Date as were taken into account in determining the Fair Value, and shall use reasonable endeavors to procure the release of any personal guarantee given by the Outgoing Partner for the obligations of the Partnership.

The Outgoing Partner shall have no right to share in any profits or gains of the Business arising after the Determination Date, and the payment of the purchase price in accordance with this Section shall be in full and final satisfaction of all claims of the Outgoing Partner in respect of its Partnership Interest.

In this Deed, "Confidential Information" means all information, in whatever form, relating to the Business, the Partnership, its customers, suppliers, pricing, finances, business plans, know-how, trade secrets, methods and processes, and any other information which is designated as confidential or which ought reasonably to be regarded as confidential, but excluding information which is or becomes publicly available otherwise than through a breach of this Deed.

Each Partner shall, both during its membership of the Partnership and at all times thereafter, keep secret and confidential all Confidential Information, shall not use any Confidential Information other than for the purposes of the Business, and shall not disclose any Confidential Information to any person except to its professional advisers bound by duties of confidentiality, to the extent required by law or by any competent authority, or with the prior written consent of the other Partner.

No Partner shall, during its membership of the Partnership, directly or indirectly, whether alone or jointly with or on behalf of any other person, carry on, be engaged, concerned or interested in any business which competes with the Business within [Restricted Territory], save with the prior written consent of the other Partner, and save that the holding for investment purposes only of not more than [Percentage]% of the listed securities of any company shall not constitute a breach of this clause.

An Outgoing Partner shall not, for a period of [number] months after the Determination Date, directly or indirectly, whether alone or jointly with or on behalf of any other person: carry on or be engaged in any business which competes with the Business within [Restricted Territory]; solicit, canvass, deal with or accept business from any person who was a customer or prospective customer of the Partnership during the [number] months preceding the Determination Date; induce or attempt to induce any supplier of the Partnership to cease or reduce its dealings with the Partnership; or solicit or employ any person who was an employee or consultant of the Partnership during such period.

All intellectual property rights created, developed or acquired by any Partner in the course of the Business, including all rights in the name of the Partnership, its trademarks, domain names, customer lists, software and documents, shall belong to the Partnership, and each Partner hereby assigns any such rights to the Partnership and shall execute all instruments necessary to perfect such assignment.

Each of the covenants in this Section is a separate and independent covenant, and the Partners agree that each such covenant is reasonable and necessary for the protection of the goodwill of the Business and the legitimate interests of the remaining Partner; and if any such covenant is held to be void or unenforceable but would be valid if some part thereof were deleted or its scope or period reduced, it shall apply with such modification as may be necessary to make it valid and enforceable.

Each Partner acknowledges that damages alone would not be an adequate remedy for a breach of this Section, and that the Partnership and the other Partner shall be entitled to seek injunctive relief, specific performance or other equitable relief in respect of any actual or threatened breach, in addition to any other remedy available to them.

The Partnership shall be dissolved upon the occurrence of any of the following events: the unanimous written decision of the Partners; the occurrence of any event which makes it unlawful for the Business to be carried on or for the Partners to carry it on in partnership; an order of a court or arbitral tribunal of competent jurisdiction directing its dissolution; or the failure of the Partners to resolve a deadlock on a Reserved Matter that renders the continuation of the Business impracticable, following exhaustion of the procedure set out in the Section entitled "Governing Law and Dispute Resolution."

Upon dissolution, the Managing Partner, unless it is the subject of a determination of Cause, shall act as liquidating partner and shall have full authority to wind up the affairs of the Partnership, to complete transactions in progress, to realize the assets of the Partnership, to collect its debts and to discharge its liabilities, and shall be entitled to reasonable remuneration for such services at the rate of [Liquidation Remuneration Rate] together with reimbursement of its expenses, payable as an expense of the winding up.

The liquidating partner shall have the right to sell the assets of the Partnership, including its goodwill, either as a going concern or in parcels, on such terms as it reasonably considers will achieve the best price obtainable, and either Partner shall be entitled to bid for such assets on terms no less favorable to the Partnership than those offered by any third party.

The proceeds of the realization of the assets of the Partnership shall be applied in the following order of priority: first, in payment of the costs and expenses of the winding up, including the remuneration of the liquidating partner; second, in payment of the debts and liabilities of the Partnership to creditors other than the Partners; third, in repayment of loans made by the Partners to the Partnership together with accrued interest; fourth, in repayment to each Partner of the credit balances on its Capital Account and Current Account; and fifth, the residue, if any, to the Partners in the Profit Sharing Ratio.

If the assets of the Partnership are insufficient to discharge its liabilities and to repay the Partners' Capital Accounts in full, the deficiency shall be borne by the Partners in the Profit Sharing Ratio, and each Partner shall contribute to the Partnership such amount as is necessary to make good its share of such deficiency within [number] days of written demand by the liquidating partner.

Following completion of the winding up, the liquidating partner shall prepare final accounts of the Partnership showing the realization of its assets and the application of the proceeds, which shall be delivered to each Partner and shall be binding upon them in the absence of manifest error notified within [number] days of delivery.

During the winding up, no Partner shall use the name of the Partnership or carry on any business under that name, and the books and records of the Partnership shall be retained by the Managing Partner for a period of not less than [number] years after completion of the winding up, with the other Partner being entitled to reasonable access thereto.

This Deed and any dispute, claim or obligation, whether contractual or non-contractual, arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of [Governing Jurisdiction].

In the event of any dispute, controversy or claim arising out of or in connection with this Deed, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), either Partner may serve written notice of the Dispute on the other, and the Partners shall meet within [number] days of such notice and attempt in good faith to resolve the Dispute by negotiation.

If the Dispute is not resolved within [number] days after service of the notice of Dispute, the Partners shall refer the Dispute to mediation administered by [Mediation Institution] in accordance with its rules then in force, and the costs of the mediator shall be borne equally by the Partners.

If the Dispute is not resolved within [number] days after the appointment of the mediator, or if either Partner refuses to participate in mediation, the Dispute shall be referred to and finally resolved by arbitration under the rules of [Arbitration Institution] then in force, by [one / three] arbitrator(s) appointed in accordance with those rules; the seat of arbitration shall be [City]; the language of the arbitration shall be English; and the award shall be final and binding on the Partners and may be enforced by any court of competent jurisdiction.

Nothing in this Section shall prevent either Partner from seeking urgent interim, conservatory or injunctive relief from the courts of [Court Jurisdiction] or any other court of competent jurisdiction, including in respect of a breach or threatened breach of the Section entitled "Restrictive Covenants and Confidentiality."

Pending the resolution of any Dispute, the Partners shall continue to perform their respective obligations under this Deed, and the Managing Partner shall continue to manage the Business in accordance with its authority under this Deed, save in respect of any Reserved Matter which is the subject of the Dispute.

The arbitral tribunal shall have the power to award costs, including reasonable legal fees, and shall ordinarily award such costs to the prevailing Partner, and the existence and content of any Dispute, the proceedings and any award shall be kept confidential save as required by law or for the purposes of enforcement.

This Deed constitutes the entire agreement between the Partners relating to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, and each Partner acknowledges that it has not relied upon any statement, representation or warranty not expressly set out in this Deed.

No amendment or variation of this Deed shall be effective unless it is in writing, expressed to be an amendment to this Deed and executed as a deed by all of the Partners.

Any notice under this Deed shall be in writing and shall be delivered by hand, sent by recognized courier or registered mail, or sent by email to the address of the relevant Partner set out in this Deed or such other address as that Partner may notify in writing; a notice shall be deemed received, if delivered by hand, upon delivery; if sent by courier or registered mail, on the [number] business day after dispatch; and, if sent by email, at the time of transmission, provided no notification of delivery failure is received, and provided that any notice of withdrawal, expulsion or Dispute sent by email shall also be sent by one of the other methods.

If any provision of this Deed is held by any court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it valid, or, if such modification is not possible, severed from this Deed, and the validity and enforceability of the remaining provisions shall not be affected.

No failure or delay by a Partner in exercising any right or remedy under this Deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise thereof or of any other right or remedy, and the rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

Each Partner shall, at the request of the Managing Partner, execute such documents and do such acts and things as may reasonably be required to give full effect to this Deed, and each Partner hereby irrevocably appoints the Managing Partner (or, where the Managing Partner is the Outgoing Partner, the remaining Partner) as its attorney, by way of security for the performance of its obligations, to execute any instrument of transfer or other document required to complete the purchase of its Partnership Interest under this Deed in the event that it fails to do so within [number] days of written request.

The costs of the preparation and execution of this Deed and of the formation of the Partnership shall be borne by the Partnership as an expense, and each Partner shall otherwise bear its own legal and professional costs incurred in connection with this Deed.

Nothing in this Deed shall confer any right or benefit upon any person who is not a party to it, save for the personal representatives and permitted successors of the Partners, and no Partner may assign any of its rights under this Deed save in accordance with the Section entitled "Restrictions on Assignment and Transfer of Partnership Interests."

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument, and execution and delivery of a counterpart by electronic means shall be effective to the extent permitted by applicable law.