THIS PARTNERSHIP DEED ("Agreement") made and entered into this ___ day of ____, 20__, (the "Effective Date"), BETWEEN: PARTY A, a company incorporated under the laws of India and having its registered office at _______________ (hereinafter referred to as "Party A", which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) AND PARTY B, a company incorporated under the laws of India and having its registered office at _______________ (hereinafter referred to as "Party B", which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) Party A and Party B are hereinafter collectively referred to as "Parties" and individually as "Party". WHEREAS: 1. DEFINITIONS AND INTERPRETATION: This Agreement shall be interpreted according to the following definitions unless the context requires otherwise. 2. NATURE AND DURATION OF PARTNERSHIP: The Parties agree to carry on the business in partnership for a period commencing from the Effective Date and continuing until terminated as per the terms of this Agreement. 3. CAPITAL CONTRIBUTION: Each Party shall contribute to the partnership capital in the ratio agreed upon. Any additional capital required shall be contributed by the Parties in the agreed proportion. 4. PROFIT AND LOSS SHARING: The net profits and losses of the partnership will be divided among the Parties in the proportion of their respective capital contributions. 5. MANAGEMENT AND CONTROL: The control and management of the partnership business shall be vested in the Parties jointly. Any decisions affecting the partnership will be made by mutual consent. 6. BANK ACCOUNT: The partnership bank account shall be operated jointly by the Parties. 7. BOOKS OF ACCOUNT: Proper books of account shall be maintained at the principal place of business, and will be open to inspection by any Party at any reasonable time. 8. AUDIT: The accounts of the partnership shall be audited annually by a Chartered Accountant. 9. DUTIES AND OBLIGATIONS: Each Party shall devote their full time and attention to the business, and shall carry out their duties faithfully and diligently. 10. INDEMNITY: Each Party shall indemnify the other for any loss caused to the partnership as a result of their wilful misconduct or gross negligence. 11. RESTRICTION ON TRANSFER: No Party shall transfer their interest in the partnership without the prior written consent of the other Parties. 12. DISSOLUTION: The partnership may be dissolved by mutual consent, or in accordance with the provisions of the Indian Partnership Act, 1932. 13. DISPUTE RESOLUTION: Any dispute arising out of this Agreement shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. 14. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by the laws of India, and the courts at ________ shall have exclusive jurisdiction. 15. CONFIDENTIALITY: Each Party shall keep confidential all information received from the other Party. 16. FORCE MAJEURE: Neither Party shall be liable for any failure to perform its obligations if such failure results from acts of God, war, strikes, or other conditions beyond its reasonable control. 17. AMENDMENT AND WAIVER: No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by all Parties. 18. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral and written agreements. 19. SEVERABILITY: If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in full force and effect. 20. NOTICE: All notices, requests, or other communications shall be in writing and sent to the addresses set forth above. 21. BINDING EFFECT: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. 22. NON-COMPETITION: During the term of this Agreement and for a period of _____ years thereafter, no Party shall engage in any business that competes with the partnership business without the prior written consent of the other Parties. 23. NON-SOLICITATION: No Party shall solicit the partnership's employees, customers, or suppliers for their own benefit or for the benefit of any third party during the term of this Agreement and for a period of _____ years thereafter. 24. GOOD FAITH: Each Party agrees to act in good faith and in the best interests of the partnership. 25. REPRESENTATIONS AND WARRANTIES: Each Party represents and warrants that they have full power and authority to enter into this Agreement and to perform their obligations hereunder. 26. INDEPENDENT LEGAL ADVICE: Each Party acknowledges that they have had the opportunity to seek independent legal advice before entering into this Agreement. 27. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 28. NO THIRD-PARTY BENEFICIARIES: This Agreement is for the benefit of the Parties and is not intended to confer any rights or benefits on any third party. 29. ASSIGNMENT: No Party may assign their rights or delegate their obligations under this Agreement without the prior written consent of the other Parties. 30. NO AGENCY: Nothing in this Agreement shall be construed to create any agency, joint venture, or employer-employee relationship between the Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ______________________ ______________________ Name of Party A Name of Party B ______________________ ______________________ Signature Signature Witnessed By: ______________________ ______________________ Name Name ______________________ ______________________