Property Partnership Agreement

• Unless the context otherwise requires, each reference in this agreement to:

• A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
• “writing”, and any cognate expression, includes a reference to any communication effected by telex, facsimile transmission, or similar means;
• A “working day” is a reference to any day other than Saturday or Sunday which is not a bank or public holiday in the territory of either party;
• “This Agreement” is a reference to this agreement and each of the Schedules, as amended or supplemented at the relevant time;
• A Schedule is a schedule to this agreement; and
• A clause or paragraph is a reference to a Clause of this agreement (other than the Schedules) or a paragraph of the relevant Schedule.

• In this Agreement,

• Any reference to a person includes anybody corporate, unincorporated association, partnership, or any other legal entity;
• Any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title, and permitted assignees;
• Words importing the singular number include the plural and vice versa; and
• Words importing any gender include any other gender.

• The headings in this agreement are for convenience only and shall not affect its interpretation.

2.    FORMATION AND NAME

• The partners hereby agree to form a partnership for the purpose of engaging in the business under the name XYZ Property Partnership.
• Any change to the name shall require the partners to immediately inform all relevant authorities, professional bodies, and the customers/clients of the partnership of such change.
• Any person may with this agreement be appointed as a New Partner in the partnership provided:
  • His/her appointment is approved by a unanimous vote of the partners in accordance with Clause 11.3; and
  • He/Her enters into a written instrument, in such form as the management committee may specify, under which he agrees to be bound by the terms of this Agreement.

3.    COMMENCEMENT AND DURATION

• The partnership shall commence from the commencement date.
• Subject to the provisions for retirement, expulsion, and dissolution contained in this agreement, the partnership shall continue the terms and subject to the conditions of this agreement.
• If any partner ceases to be a partner by reason of his death or retirement or expulsion in accordance with the provisions of this agreement, the partnership shall not determine as regards the surviving or Continuing Partners.
• The partnership may be dissolved at the end of any partnership year by a resolution passed by majority of the partnership in accordance with Clause 11.
• If the partnership is dissolved, the affairs of the partnership shall be wound up and the assets and liabilities shall be dealt with as provided for by the Partnership Act,1890.

4.    PLACE OF BUSINESS

• The business of the Partnership shall be carried on from the address below, referred hereinafter as the Premise.

5.    CAPITAL

• The initial capital of the partnership at the commencement date shall be the total sum specified in Schedule 4 to this agreement, contributed by the partners in the amounts or shares set opposite their respective names in Schedule 4.
• The capital for the time being of the partnership shall belong to the partners in the proportions in which it has been contributed by them.
• No partner whilst in the partnership shall withdraw any of his capital except with the written consent of all the other partners.
• The Capital contribution of each partner is as mentioned in Schedule 4.

6.    PARTNERSHIP PROPERTY

• Partnership property shall belong to the partnership as a whole. The list of properties of the Partnership is listed in Schedule 2.
• The Market Value of the partnership properties have been duly valuated as of on the relevant date preceding to this Agreement by a reputed licensed property valuator known in the market through brand name “ZOOPLA”.
• The Market Value of the properties valued are as mentioned in Schedule 2.
• Any partnership property which is vested in one or more of the individual partners’ names shall be held by them on trust for all the partners. All costs and expenses relating to such partnership property shall be borne by the partnership and the other partners shall indemnify the partner or partners in whom such property is vested against all liabilities which may arise directly or indirectly in respect of it.

7.    PROFITS AND LOSSES

• Subject to the following provisions of this clause, the partners shall share the profit for each partnership year and bear any loss for any partnership year in the proportions specified opposite their names in column 2 of Schedule 3 to this agreement.
• If any person is a partner for part only of a partnership year, his share of any profit or loss for that partnership year shall be calculated as if he had been a partner for the whole of that partnership year, but then the share to which he would otherwise have been entitled shall be reduced by applying a fraction, where the denominator is the number of days in the partnership year, and the numerator is the number of days in that year during which the person was not a partner.

8.    DRAWINGS

• Unless otherwise determined by the management committee, each partner shall be entitled to draw on account of his share of the profit for each partnership year the following sums, which shall be debited to his current account:
  • the monthly share from profit stated opposite his name in Schedule 3;
  • such share profit sum as are from time to time required to pay;
    1. any income tax assessed by reference to the share of the profit;
    2. national insurance contributions; and
    3. such further sums as the management committee may from time to time determine.

• As soon as practicable after the last day of the partnership year a distribution shall be made to the partners on account of their share of the profit for that partnership year of such aggregate amount (if any) as the management committee may determine, having regard to the cash flow and any other financial requirements of the partnership, and except as otherwise determined by the management committee shall be divided between the partners in the proportions in which they are entitled to share in the profits and debited to their current accounts.

9.    BANK ACCOUNT

• The partnership bank account shall be maintained with a bank registered to operate in the UK, and the partners shall determine and set up the bank account as soon as reasonably practicable after the commencement date.
• All partnership monies are not required for current expenses and all cheques shall be paid promptly into the Partnership Bank Account.

10. OBLIGATIONS OF PARTNERS

• The Partners agree as follows:
  • To comply with all legislation, regulations, professional standards, and other provisions as may govern the conduct of the business;
  • To use their best endeavors towards the successful operation of the partnership and at all times conduct themselves in a fair and proper manner in all transactions of any nature affecting the partnership;
  • To devote such time and attention as is necessary for the proper performance of his/her duties to the business;
  • That no partner shall disclose confidential information to any person, firm, or business unless with the prior written consent of all of the other partners;
  • Each partner shall for the term of this agreement, indemnify the other partners against all claims, actions, costs, liabilities, and expenses payable or paid by the partnership for and on behalf of the indemnifying partner;
  • That no new partners may be added to the partnership without the express prior written approval of all of the partners;
  • To comply with all directions, instructions, and rules as to the conduct of the partnership’s business generally as made from time to time by the management committee and any regulator or governing body relevant to the partnership’s business.
  • Each partner shall keep proper records of all business transacted by or on behalf of the partnership;
  • That each partner shall duly and punctually pay and discharge his separate and private debts and liabilities and keep the partnership, the partnership property, and the other partners and their respective estates and effects indemnified against all actions, proceedings, costs, claims, and demands in respect thereof; and
  • Each partner warrants that they shall not without the prior written consent of the other partners:

1. Carry on or be engaged or interested in any business, occupation, or activity or take steps to set up or promote or facilitate the establishment of any of the same at any point which competes or intends to compete with any part of the business of the partnership, employ or terminate the employment of any employee or agent of the partnership;
2. Loan any money belonging to the partnership or any partnership property to any other person, firm, or business, nor accept any such money or property, whether in the form of a loan or otherwise, on behalf of the partnership from any other person, firm or business;
3. Offer a guarantee, security, or any other promise for the payment of any liabilities incurred by the partnership in the ordinary course of business, nor shall he accept a guarantee, security, or promise for such sums as may be owed to the partnership from time to time, nor shall he accept any compromise or part-payment of any such sums that may be owed to the partnership from time to time;
4. Assign, mortgage, or charge his share in the partnership or any part thereof;
5. Open any bank account or borrow any money in the name of or for the partnership other than the partnership bank account.

11. MANAGEMENT AND DECISIONS

• • Save as may be specifically provided for in this agreement, all partnership decisions shall be made by the management committee.
  • The management committee shall consist of
    1. Mr A
    2. Mr B
    3. Ms C
    4. Ms D

• Clause 11.1 above is subject to any exceptions as stated within this agreement and to the following exceptions where the majority decision of all the partners is required at a duly convened meeting provided that a resolution in writing as approved by a majority of the partners shall be as valid as a resolution passed at such a meeting:
  • the admission of any New Partners to the partnership;
  • the membership of the management committee;
  • a change in the name;
  • any change in the nature of the business;
  • a change of premises;
  • the acquisition or disposal or transfer of all or a part of the business;
  • the dissolution of the Partnership;
  • any amendment of this agreement.
• The expulsion of any partner shall require the unanimous decision of the continuing partners by resolution or at a meeting of the partners.
• Mr A shall be the Managing Partner of the partnership, and thereafter the management committee shall appoint a managing partner. Unless otherwise decided by the management committee, the managing partner shall not be entitled to any additional remuneration or share of profits by virtue of his being a managing partner. The day-to-day business affairs of the partnership shall be directed by the managing partner whose duties shall include:
  • Execution of the partnership’s policies;
  • Issuing Notice;
  • The recruitment and management of employees;
  • Direction and control of the training and work of the staff;
  • Supervision of the partnership’s records and control of the office supplies;
  • Supervision of the furnishing and maintenance of the office;
  • Supervision of partnership expenditure and collections;
  • Arranging partner and office meetings;
  • Compilation and dissemination to partners of a record of decisions made at meetings of the partners; and such other duties as the partners shall delegate to him from time to time;
  • Supervision and maintenance duties with regards to partnership properties including and not limited to relevant legal compliance.
• Meetings of the partners may be called by any partner but, to the extent possible, shall be convened upon request to and notice by the managing partner.
• Notice of the meetings of the partners shall be given to each partner as far in advance of the meeting as circumstances reasonably permit and, in any event, at least seven days before each such meeting.
• A quorum at such meeting shall be at least fifty percent pursuant to clause 11.2.

12.GOODWILL

• The goodwill of the partnership shall be deemed to be of nil value and the share of an Outgoing Partner to the goodwill, if any, of the partnership shall automatically accrue to the Continuing Partners, and no Outgoing Partner or his estate shall have any claim in respect thereof.

13.EXPENSES

• Any partner who is in material breach of any of the provisions of this agreement shall indemnify the other partners, their estates, and successors from and against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or inconsequential loss, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) resulting from that breach, without prejudice to any other right or remedy of the other partners howsoever arising.
• A partner is entitled to be reimbursed for reasonable expenses incurred provided the same is vouched for by valid receipts to the satisfaction of the partners.

14.VOLUNTARY RETIREMENT

• Any partner may retire from the partnership by giving the Continuing Partners not less than three months’ notice in writing of his retirement expiring on an Accounts Date.

15.INVOLUNTARY RETIREMENT

• A Partner shall be deemed to have retired from the partnership:
  • On the expiry of not less than six months’ notice in writing expiring on the day requiring him to retire, given to him by all the other partners at a time when in the opinion of the other partners by reason of illness, injury, or other cause he is unable to perform his duties as a partner and has been unable throughout the period of three calendar months immediately preceding the service of the notice, unless before the expiry of such notice he resumes his partnership duties to the reasonable satisfaction of the other partners.
  • On the service upon him of notice in writing requiring him to retire given by all the other partners at any time after he has become or has been found to be of unsound mind as determined by expert medical opinion.

16.EXPULSION

• The partners may at any time expel any partner from the partnership if that partner (the “Offending Partner”):
  • has been found guilty of professional misconduct provided none of the other partners participated or acquiesced in the professional misconduct or other circumstances which provided the basis for such action;
  • persists in pursuing a course of action that in the opinion of the other partners seriously injures the image and standing of the partnership after being requested by the other partners to desist;
  • becomes insolvent, makes an assignment or arrangement for the benefit of creditors, is declared bankrupt, or his assets are administered in any type of creditors’ proceedings.
  • breaches this agreement in such a manner that all other partners believe at their sole discretion that the Offending Partner should be expelled from the partnership.

• Any such expulsion shall be affected in writing to the Offending Partner signed by all the partners other than the Offending Partner stating the reasons for such expulsion. The expulsion shall take immediate effect after service of the notice.

17. OUTGOING PARTNERS

• Every Outgoing Partner shall be entitled, to the extent that any of the following has not been previously paid to him, and subject to the following provisions to:
  • repayment of his contributions (if any) to the capital of and any loans to the partnership;
  • payment of any amount standing to the credit of his current account on the cessation date; and
  • payment of his share of the profit for that part of the partnership year current at the cessation date or for any previous partnership year which has not been credited to his current account on the cessation date.
• The sums payable to an Outgoing Partner shall be paid subject to the deduction of such provisions as the management committee may consider appropriate and reasonable, a balancing payment shall either be made to the Outgoing Partner in the event of an overpayment by him, or the Outgoing Partner shall reimburse the partnership in the event of the provision proving to be an underpayment.
• All partnership records and files shall be deemed partnership property and shall remain with the partnership. The Outgoing Partner shall be entitled to files and records relating to his personal matters only.
• All sums payable by the partnership to an Outgoing Partner who dies, shall be paid to the widow or widower of such partner. If such widow or widower dies on or before the end of the calendar year in which the partner dies, all remaining sums payable by the partnership after the end of the said calendar year shall be paid in equally divided portions to the natural or adopted children of the said partner surviving at the time of each payment.  Any partner may, however, designate any person or trustee to be the successor-in-interest to his interest upon his death by submitting a written designation to the managing partner.  This designation shall be kept with the office copy of this agreement.
• With effect from the Outgoing Partner’s relevant cessation date, title to the interest of the Outgoing Partner in the partnership property shall vest in the Continuing Partners equally.

18.RESTRICTION ON ACTIVITIES

• • Each partner undertakes with the other partners and (as a separate undertaking) with each of them that:
    • he shall not solicit, or endeavor to solicit, any business similar to the partnership business from any person who has, at any time during the period of one year ending on that date, been a client or customer of the partnership; or
    • he shall not induce, or endeavor to induce, any person to leave the employment of the partnership or any partner to retire from the partnership;
    • he shall not as an Outgoing Partner, from his relevant cessation date, carry on business similar to or in competition with the partnership business under any name or style that is or may be confusingly or deceptively similar to the name of the partnership or to any other name or style which the partnership business has been carried on or which has been used in connection with the partnership business on or before that date; and
    • he shall not as an Outgoing Partner, work for any other person, firm, or company or be in any way engaged in the property, investment, and trading business for a period of one year of the partnership’s business from his relevant cessation date. The Outgoing Partner also covenants that he will not on his own behalf or on behalf of any other person, firm, or company canvass, solicit, or endeavor to entice away from the partnership any person, firm, or company who at any time during the last two years before his Cessation Date has been a client of the partnership.

19.NOTICES

• All notices to be given under this agreement shall be in writing and shall either be delivered personally or sent by first class or by email and shall be deemed duly served:
  • in the case of a notice delivered personally, at the time of delivery;
  • in the case of a notice sent inland by first class prepaid post, 2 Clear Days after the date of dispatch; and
  • in the case of an email, if sent during normal business hours then at the time of transmission and if sent outside normal business hours then on the next following business day provided (in each case) that a confirmatory copy is sent by first class prepaid post or by hand by the end of the next business day.
• Any notice to a partner shall be sent to the address of such partner as set out in Schedule 1 or to such other address as such partner may have designated pursuant to this clause.
• Any notice to the partnership shall be sent to the premises or to such other address as the partnership may have designated pursuant to this clause.

20. ENTIRE AGREEMENT

• If any provision of this agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

21.ARBITRATION AND DISPUTES

• Any dispute, controversy, proceedings or claim between the partners or their personal representatives relating to this agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) or to any matter affecting or relating to the partnership business shall be referred, if not settled amicably, to a person as agreed by the relevant number of Partners as set out below. If no agreement is reached, the matter shall then be referred to an arbitrator nominated by the managing partner.

22.APPLICABLE LAW AND JURISDICTION

1. Mr A, <<Insert Partner A Residential Address>>
2. Mr B, <<Insert Partner B Residential Address>>
3. Ms C, <<Insert Partner C Residential Address>>
4. Ms D, <<Insert Partner D Residential Address>>