Partnership Agreement

PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT  (this "Agreement" ) is made on this ____ day of __________ 20____.

BETWEEN:

1. [FULL NAME OF FIRST PARTNER] , of [address], whose occupation is [________________] (the  "First Partner" );

AND

2. [FULL NAME OF SECOND PARTNER] , of [address], whose occupation is [________________] (the  "Second Partner" ).

The First Partner and the Second Partner are collectively referred to as the  "Partners"  and individually as a  "Partner" .

BACKGROUND

WHEREAS:

1. The Partners have agreed to establish and carry on a partnership business upon the terms set out in this Agreement.

2. The Partners wish to regulate their respective rights, obligations, and interests in relation to the partnership.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.%2. In this Agreement, unless the context otherwise requires:

"Business" means the business carried on by the Partnership as described in Clause 2.

"Business Day" means a day other than a Saturday, Sunday or public holiday in the Republic of Ghana.

"Confidential Information" means all information relating to the Business or the Partnership that is not publicly available.

"Partnership" means the partnership established under this Agreement.

"Partnership Property" means all property, assets, rights and interests belonging to the Partnership.

2.%2. References to legislation include any amendment, consolidation, re-enactment or replacement thereof.

3.%2. Headings are inserted for convenience only and shall not affect the interpretation of this Agreement.

4.%2. Words importing the singular include the plural and vice versa.

5.%2. References to one gender include the other gender.

2. FORMATION OF THE PARTNERSHIP

1.%2. The Partners hereby establish a partnership for the purpose of carrying on the business of

________________________________________________________ (the  "Business" ).

2.%2. The Partnership shall commence on _____________________ or such other date as the Partners may agree in writing.

3.%2. Except as expressly provided in this Agreement, the Partnership shall continue until dissolved in accordance with this Agreement or applicable law.

4.%2. The Partners shall ensure that the Partnership is registered in accordance with the applicable laws of the Republic of Ghana and shall make all filings and notifications required by law.

3. BUSINESS NAME AND PRINCIPAL PLACE OF BUSINESS

1.%2. The Business shall be conducted under the name , _______________________________.

2.%2. The principal place of business shall be _______________________________ or such other place as the Partners may unanimously determine.

3.%2. The Partners shall take all necessary steps to register the Business name in accordance with applicable laws .

4. CAPITAL CONTRIBUTIONS

1.%2. The initial capital of the Partnership shall be GHS __________________________ .

2.%2. The Partners shall contribute the following capital:

3.%2. Any additional capital contributions shall require the written agreement of all Partners , unless otherwise provided in this Agreement.

4.%2. Capital contributions shall be paid or delivered within  ______  days of the execution of this Agreement.

5.%2. Unless otherwise agreed in writing, no Partner shall be entitled to receive interest on that Partner's capital contribution.

6.%2. No Partner shall be required to make any additional capital contribution , unless all Partners agree in writing.

5. PARTNERSHIP PROPERTY

1.%2. All money, equipment, stock, furniture, vehicles, machinery, intellectual property, goodwill, contracts, licences and every other asset acquired by or for the Partnership shall belong exclusively to the Partnership.

2.%2. No Partner shall acquire any personal interest in Partnership property except as expressly provided in this Agreement.

3.%2. Each Partner shall hold any property acquired on behalf of the Partnership in trust for the Partnership.

4.%2. Any intellectual property created in connection with the Business shall belong to the Partnership unless otherwise agreed in writing.

6. PROFITS, LOSSES, AND DRAWINGS

1.%2. Profit Sharing:  Unless otherwise agreed:

2.%2. Losses:  Losses shall be borne in the same proportions as profits unless otherwise agreed in writing.

3.%2. Drawings:

1.%2.%3. Each Partner may make periodic drawings from the Partnership only in accordance with any limit agreed by the Partners .

2.%2.%3. Drawings shall not exceed the available profits , unless otherwise agreed .

3.%2.%3. Any drawings in excess of a Partner's share of profits shall be

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