Agreement for partnership

AGREEMENT FOR PARTNERSHIP

WHERAS ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ of Post Office Box Number---------------- ,-----------------

AND --------------------------------------------------------------------------------------------------------------------------------------------------------- of Post Office Box Number --------------,----------------, each of whom is hereinafter collectively referred to as “the Partner” are desirous of forming a Partnership between and amongst themselves:

            IT IS HEREBY AGREED  as follows:

1.   That the Partners shall  form such a partnership ,the terms of which save as is expressly or impliedly set down hereinbelow shall be governed by the law of Contract Ordinance, Cap.433 Part X.

2.   The name of the Partnership shall be --- hereinafter referred to as “the Partnership”.

3.  The business of the Partnership shall consist of:

(a) To carry on all or any of the business of importers, exporters, re-export and       

      wholesale and retail dealers of and in textiles fabrics of all kinds;

(b) To carry on all or any of the business of importers, exporters, re-export and     

     wholesale and retail dealers of and in leather goods, household furnishing and

     upholstery;

( c)  To carry on any other related business which may seem to the Partnership  

     capable of being conveniently carried on in connection with the above or

     calculated directly or indirectly to enhance the value of or render profitable any

     of  the property or rights of the Partnership.

4.   The Principal place of business shall be at Plot No… , Dar es Salaam ------- and at such other place as may be decided upon by the Partners from time to time.

5.  The Capital of the Partnership shall consist of Tanzanian Shillings --- (T. Shs---)  

     contributed by the Partners as follows:-

            (a)

(b) Dar es Salaam  Textile Company Limited (DARTEX  Shs.------

( c) All such properties, moveable or immovable including but not limited to,

      monies, equipment, machinery goodwill as has been or shall be acquired by    

      the Partnership after the commencement of the Partnership.

6.  The capital and profits of the Partners shall belong as to ----- percent (%) to the said ---

     --- and as percentum - to the said ……………………….. and they shall bear all losses

     in the same proportions.   

7.   (a)  All matters relating to the management and conduct of the affairs of the

           partnership shall be decided by a management team consisting of two (2)  

           nominees of ---- and two(2) nominees of ……..

(b) The management team shall appoint one amongst themselves to be the Managing

      Partner who will look into the day to day affairs of the Partnership

8.  Proper books of accounts shall be kept by the Partnership, and all such entries made

     therein as are usually entered in books of accounts kept by persons engaged in a

     business similar to the business of the partnership. The Partnership books shall be kept               

     at the place of business for the time being of the Partnership, and each Partner shall at

     all reasonable time have access to and have power to take copies of the same.

9.   Sometime in the month of ------ and --- in each year the Partners shall make out an

     account up to the 31^st day of ---- and 30^th day of ---respectively of the assets, liabilities

     and profits or losses of the Partnership and the same shall be signed by all partners and

     be  binding on them unless some manifest error shall be found by them with 30 days

     in which case the error shall be rectified.

10. Each Partner may draw out the business the monthly sum of Shs.--- in anticipation of

      his share of profits for the current year and if taking the general account in any year

      he shall be found to have drawn more than the amount of profits to which he shall be

      entitled for that year, he shall immediately refund the excess.

11. (a)  The Partnership Bank shall be the NATIONAL  BANK OF COMMERCE, ---

            BRANCH or such other bank as the Partners may from time to time agree upon;

     (b)  All Partnership monies not immediately required for use shall be deposited into

           the aforementioned Bank;

     ( c)  All cheques, bills and negotiable instruments shall be signed by ---- and ----.

12. Neither Partner shall without the consent in writing of the other do any of the   

      following things:

            (a)  Give any security or undertaking for the payment of money on account of the

      Partnership;

(b)  Enter into any bond or become security for any person or do or knowingly

      permit to be done anything whereby the capital or property of the Partnership

      may be seized, attached or taken in execution;

( c)  Assign or mortgage or charge his share or interest in the Partnership or

     introduce or attempt to introduce any other person into the business of the

     Partnership;

            (d)  Release or compound any debt owing to or claim by the Partnership;

            (e)  Lend any money or deliver on credit any goods worth more than Shs. --- in

                  respect of any one transaction belonging to or otherwise give credit on behalf

                 of the Partnership;

            (f)  Sign a cheque on behalf of the firm for a sum of ----- more than Shs…….

13.  Each Partner shall -

     (a)  Give time and attention to the Partnership business;

     (b)  Be just and faithful to the other Partner in all transactions relating to the other

           Partnership business and at all times give to the other a true account of all such

           dealings.    

14.  No person shall be introduced as a Partner without the consent of all the Partners.

15.  Either partner shall give to the other two months (60 days) written notice of intention               

       to terminate the partnership.

16.  Upon the termination of the Partnership the affairs of the same shall be wound up in

       accordance with the Law of Contract Ordinance, Cap. 433 Part X, or any statutory

       modification thereof, for the time being in force.

17.  All questions or differences or disputes which may at any time hereafter arise

       between the parties hereto touching this Agreement or the subject matter thereof or

       arising out of or in relation thereto whether as to the construction or otherwise shall      

       be referred to arbitration in accordance with and subject to the provisions of the

      Arbitration Ordinance (Cap. 15) or any re-enactment or statutory modification thereof

      for the time being in force.  

 

18.  This Agreement shall be construed for its meaning and effect in accordance with the

       law of the United Republic of Tanzania.

            IN WITNESS WHEREOF the parties have set their hands in the manner and on the day hereinafter appearing.

SEALED with the common seal of the        }

said ----------                                                   }

------------ and                                                 }         

DELIVERED in the presence of us              }

this --- day of ---- 1997                                  }

Signature: ---------------------------

Postal Address:---------------------

Qualification: ----------------------       

Signature: ---------------------------

Postal Address:---------------------

Qualification: ----------------------