Limited Liability Partnership (LLP) Agreement - Form Pro · IN-law
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LIMITED LIABILITY PARTNERSHIP AGREEMENT
(Executed pursuant to Section 23 of the Limited Liability Partnership Act, 2008 read with the Limited Liability Partnership Rules, 2009)
This Limited Liability Partnership Agreement (the "Agreement") is made and executed at ________, ________ on this ________.
BY AND BETWEEN
(1) ________, son/daughter/wife of ________, holding PAN ________ and Aadhaar/DIN/DPIN (as applicable) ________, residing at:
________
AND
(2) ________, son/daughter/wife of ________, holding PAN ________ and Aadhaar/DIN/DPIN (as applicable) ________, residing at:
________
(hereinafter collectively referred to as the "Partners" and individually as a "Partner", which expression shall, unless repugnant to the context or meaning thereof, include their respective heirs, executors, administrators, legal representatives and permitted assigns).
WHEREAS:
A. The Partners are desirous of forming a limited liability partnership under the provisions of the Limited Liability Partnership Act, 2008 to carry on the business set out herein.
________
B. The Partners have obtained the certificate of incorporation of the LLP bearing LLP Identification Number (LLPIN) ________ from the Registrar of Companies and now desire to record in writing the terms and conditions governing the LLP and the mutual rights and obligations of the Partners in accordance with Section 23 of the Act.
C. This Agreement sets out the terms and conditions that govern the relationship between the Partners inter se and between the Partners and the LLP, and each Partner agrees to be bound by the terms hereof.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. DEFINITIONS
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings assigned to them:
1.1.1. "Act" means the Limited Liability Partnership Act, 2008, together with the Rules made thereunder, including any statutory amendment, modification or re-enactment thereof for the time being in force.
1.1.2. "Agreement" means this Limited Liability Partnership Agreement, including any schedules and amendments hereto.
1.1.3. "Annual Report" means the annual report of the LLP prepared in accordance with Clause 17 hereof.
1.1.4. "Capital Account" means, in relation to a Partner, the individual account into which that Partner's Contribution and any additional Contribution is credited.
1.1.5. "Contribution" means the contribution of a Partner to the LLP in accordance with Section 32 of the Act, whether in the form of tangible, intangible, movable or immovable property, money or other benefit, including monetary value of services rendered.
1.1.6. "Designated Partner" means a Partner designated as such pursuant to Section 7 of the Act.
1.1.7. "FY/Financial Year" means the period commencing on 1st April and ending on 31st March of the succeeding year.
1.1.8. "GST Law" means the Central Goods and Services Tax Act, 2017, the respective State/Union Territory Goods and Services Tax Acts, the Integrated Goods and Services Tax Act, 2017 and the rules made thereunder, as amended.
1.1.9. "LLP" means the limited liability partnership constituted under and governed by this Agreement.
1.1.10. "Partner" means any person who has become a partner of the LLP in accordance with this Agreement and the Act, and includes a Designated Partner.
1.1.11. "Registrar" means the Registrar of Companies having jurisdiction over the LLP.
1.1.12. "Rules" means the Limited Liability Partnership Rules, 2009, as amended.
1.2. Save as otherwise expressly provided in this Agreement, the mutual rights and duties of the Partners and of the LLP and its Partners shall be governed by this Agreement, and the provisions of the First Schedule to the Act shall not apply to the LLP to the extent inconsistent with this Agreement.
2. INTERPRETATION
2.1. In this Agreement, unless the context otherwise requires:
2.1.1. words importing one gender include every other gender;
2.1.2. words importing the singular include the plural and vice versa;
2.1.3. references to a person include any individual, company, firm, body corporate or other entity;
2.1.4. an obligation on a Party not to do something includes an obligation not to allow that thing to be done;
2.1.5. headings are for convenience only and shall not affect interpretation;
2.1.6. a reference to any legislation includes any subordinate, amended, re-enacted or substituted legislation; and
2.1.7. a reference to any agreement or document is to that agreement or document as amended, supplemented or novated from time to time.
3. NAME AND REGISTERED OFFICE
3.1. The business of the LLP shall be carried on in the name and style of "________ LLP" (hereinafter referred to as the "LLP"), or such other name as may be approved by the Registrar.
3.2. The Registered Office of the LLP shall be situated at:
________
and/or at such other place within India as may be decided by the majority of the Partners from time to time, subject to compliance with Section 13 of the Act and the Rules.
4. BUSINESS OF THE LLP
The business of the LLP shall be the following, together with all ancillary and incidental activities, and any other lawful business as may be unanimously decided by the Partners:
________
5. DESIGNATED PARTNERS
5.1. The following Partners shall be the Designated Partners of the LLP, each having obtained a Designated Partner Identification Number (DPIN) and having filed consent in Form 9, in compliance with Section 7 of the Act:
5.1.1. ________, DPIN ________;
5.1.2. ________, DPIN ________.
5.2. At least two of the Designated Partners shall at all times be individuals, and at least one of them shall be a resident in India within the meaning of Section 7(1) of the Act.
5.3. The LLP may, with the approval of the majority of the Partners, increase or reduce the number of Designated Partners, provided that the number of Designated Partners shall never fall below two.
5.4. Any Designated Partner may resign by giving thirty (30) days' prior written notice to the LLP. The resulting vacancy shall be filled, with the approval of the majority of the Partners, within thirty (30) days, so that the number of Designated Partners shall not fall below two.
5.5. A Designated Partner may be removed by the majority of the Partners, after assigning reasons in writing and affording such Designated Partner a reasonable opportunity of being heard, by giving thirty (30) days' notice.
5.6. The vacancy arising from such removal shall be filled with the approval of the majority of the Partners within thirty (30) days, so that the number of Designated Partners shall not fall below two.
5.7. The Designated Partners shall be responsible for doing all acts, matters and things required to be done by the LLP in respect of compliance with the Act, including the filing of any document, return, statement and report, and shall be liable to all penalties imposed on the LLP for any contravention thereof, in accordance with Section 8 of the Act.
6. POWERS AND DUTIES OF DESIGNATED PARTNERS
6.1. The business and affairs of the LLP shall be managed jointly by the Designated Partners, who may exercise all such powers and do all such acts as are not, by the Act or this Agreement, required to be exercised by the Partners in a meeting.
6.2. Notwithstanding the foregoing, the Designated Partners shall not, except with the consent of the majority of the Partners:
6.2.1. sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the LLP;
6.2.2. remit, or grant time for repayment of, any debt due by a Partner;
6.2.3. invest the amount of compensation received by the LLP in respect of any compulsory acquisition otherwise than in trust securities;
6.2.4. contribute to charitable or other funds not directly relating to the business of the LLP or the welfare of its employees, an aggregate amount exceeding, in any Financial Year, one per cent (1%) of the net profits of such Financial Year.
6.4. The Designated Partners may, by resolution, delegate any of their powers to one or more Partners upon such terms and conditions and with such restrictions as they may think fit, and may revoke, withdraw or vary such delegation at any time.
6.5. Every Partner shall be an agent of the LLP but not of the other Partners, in accordance with Section 26 of the Act.
7. REMUNERATION OF PARTNERS
The LLP shall pay to each working Partner such remuneration as may be decided by the majority of the Partners from time to time, provided that the same shall not exceed the limits prescribed under Section 40(b) of the Income-tax Act, 1961, as amended, for the purpose of deductibility.
8. CAPITAL CONTRIBUTIONS
8.1. The Contribution of a Partner may be tangible, intangible, movable or immovable property or other benefit to the LLP, including money, promissory notes, contracts for services performed, or other agreements to contribute cash or property, and the monetary value of any such Contribution shall be accounted for and disclosed in the accounts of the LLP in the manner prescribed under the Rules. Each Partner has agreed to contribute to the capital of the LLP as follows (the "Contribution"):
8.1.1. ________ — Rs. ________ (Rupees ________);
8.1.2. ________ — Rs. ________ (Rupees ________).
8.2. The total Contribution of the LLP shall be Rs. ________ (Rupees ________), and the same shall be utilised for:
________
8.3. Each Partner's Contribution and any further Contribution shall be clearly recorded in the books of the LLP, together with the name of the Partner who made such Contribution.
8.4. The obligation of a Partner to contribute money or property or other benefit or to perform services for the LLP shall be as set out in this Agreement, in accordance with Section 33 of the Act.
8.5. All Contributions shall be brought in fully and on time, no later than ________.
8.6. The Contribution brought in by a Partner may be withdrawn, partly or fully, only with the consent of all the Partners, and any such withdrawal shall be followed by a suitable modification of this Agreement and compliance with the Act and the Rules.
9. ADDITIONAL CONTRIBUTION
9.1. Subject to the approval of all the Partners, the LLP may require the existing Partners to bring in additional Contribution in their profit-sharing ratio, or in such other ratio as may be unanimously agreed, for meeting operational needs, working capital and other requirements. Where a Partner is unwilling or unable to meet such requirement within a reasonable period, the remaining Partners may contribute the amount in default in proportion to their existing Contributions, and the allocation of profits and losses shall be adjusted accordingly.
9.2. Any advance of money to the LLP by a Partner in excess of the agreed Contribution shall be deemed a loan to the LLP and not an increase in Contribution, and shall carry interest at such rate (not exceeding the rate permitted under the Income-tax Act, 1961) and be repayable on such terms as the majority of the Partners may decide. Such loan shall not entitle the lending Partner to any increased share of profits or voting power. The interest so paid shall be treated as an item of business expenditure of the LLP.
10. INTEREST ON CONTRIBUTION
Interest at the rate of ________ per cent per annum, or such other rate as may be agreed by the Partners from time to time but not exceeding the rate permitted under Section 40(b) of the Income-tax Act, 1961, shall be payable to the Partners on the balance standing to the credit of their respective Capital Accounts. Such interest shall be treated as expenditure of the LLP and debited to the Profit and Loss Account before ascertaining the divisible profits.
11. FINANCIAL DECISIONS
Decisions regarding distribution of profits, allocation of losses, requirement of additional Contribution and all other financial matters shall be decided by a unanimous vote of the Partners.
12. PROFIT-SHARING RATIO AND OWNERSHIP INTEREST
12.1. The ownership interest and profit-sharing ratio of the Partners in the LLP shall be as follows:
12.1.1. ________ — ________%;
12.1.2. ________ — ________%.
13. PROFIT AND LOSS
13.1. Subject to the other provisions of this Agreement, the net profits and losses of the LLP (after deduction of all direct and indirect expenses including rent, salaries, remuneration, interest on Contribution and loans, and other establishment expenses) shall, for both accounting and tax purposes, accrue to and be borne by the Partners in the profit-sharing ratio set out in Clause 12 (the "Profit and Loss Distribution").
13.2. The profits and losses shall be ascertained by the accountant of the LLP at the end of each Financial Year.
13.3. The profits shall be distributed to the Partners in accordance with the Profit and Loss Distribution annually on or about ________ each year.
13.4. Each Partner shall be responsible for their own income-tax liability on any distribution made to them.
13.5. The profit-sharing ratio may be altered with the approval of the majority of the Partners, subject to a corresponding amendment of this Agreement and compliance with the Act and the Rules.
13.6. It is agreed that ________ per cent of the receipts shall be retained for the expenses of the LLP and the balance shall be distributed to the Partners in the ratios set out above. At the end of each year, if the expenditure as per the final accounts is less than the said percentage, the balance shall be distributed among the Partners in the said ratios. The Partners may, by mutual consent, distribute a larger percentage after retaining amounts payable towards income-tax and other statutory liabilities.
14. VOTING
In any matter requiring a vote, the vote of each Partner shall be weighted in proportion to their ownership interest in the LLP as set out in Clause 12, save where this Agreement or the Act requires unanimous consent.
15. MEETINGS OF PARTNERS
15.1. Meetings of the Partners may be held at such times and intervals as the majority of the Partners may decide.
15.2. A meeting may be convened by giving not less than seven (7) days' prior notice in writing (including by email) to all Partners at their registered address or email address. A meeting may be called at shorter notice with the written consent of the majority of the Partners.
15.3. With the written consent of all the Partners, a meeting may be conducted through video-conferencing or other audio-visual means.
15.4. Any Partner holding not less than one-tenth of the total Contribution, singly or jointly, may requisition a meeting by depositing a signed requisition stating the object thereof at the Registered Office.
15.5. On receipt of such requisition, the Designated Partners shall convene a meeting within fifteen (15) days; failing which, the requisitionists may themselves convene the meeting within three (3) months of deposit of the requisition.
15.6. A Partner being a body corporate shall be deemed present if represented by an individual duly authorised by board resolution or power of attorney.
15.7. A Partner may appoint a proxy by power of attorney or letter of authority, to be deposited at the Registered Office at least forty-eight (48) hours before the meeting.
15.8. The quorum for a meeting shall be ________ Partners present in person or by proxy. If a quorum is not present within half an hour, the meeting, if called on requisition, shall stand dissolved, and otherwise shall stand adjourned to the same day in the next week at the same time and place.
15.9. The Partners may elect a Chairperson from among themselves to preside over the meetings.
16. RESOLUTIONS AND MINUTES
16.1. Any matter requiring the decision of the Partners shall be decided by a resolution passed at a duly convened meeting or by a resolution passed by circulation, and shall be deemed duly passed if approved by the requisite majority required under this Agreement or the Act.
16.2. A resolution in writing signed by all the Partners entitled to vote shall be as valid and effective as if passed at a duly convened meeting. The minutes of all meetings and resolutions shall be recorded in a minute book maintained at the Registered Office within thirty (30) days of the conclusion of the meeting, in accordance with the Rules.
17. ANNUAL REPORT, BOOKS OF ACCOUNT AND STATUTORY FILINGS
17.1. The LLP shall maintain proper books of account on a cash or accrual basis and according to the double entry system of accounting, in accordance with Section 34 of the Act and Rule 24, and shall prepare, as soon as practicable after the end of each Financial Year, an Annual Report which may include:
17.1.1. information necessary for the preparation of each Partner's tax returns;
17.1.2. a copy of any tax returns filed on behalf of the LLP;
17.1.3. income statements;
17.1.4. a balance sheet;
17.1.5. a cash flow statement;
17.1.6. a breakdown of the profit and loss attributable to each Partner; and
17.1.7. any additional information reasonably required by a Partner.
17.2. The LLP shall, within the prescribed time, file with the Registrar the Statement of Account and Solvency in Form 8 and the Annual Return in Form 11, in accordance with Sections 34 and 35 of the Act.
17.3. A copy of the Annual Report shall be provided to each Partner.
18. BANKING AND LLP FUNDS
The funds of the LLP shall be deposited in such bank account(s) with any Scheduled Bank as the Partners may decide. All withdrawals shall be made by the authorised signatory or signatories as agreed by the Partners. LLP funds shall be held in the name of the LLP and shall not be commingled with the funds of any other person or entity.
19. FINANCIAL YEAR
The Financial Year of the LLP shall end on 31st March each year. The first Financial Year shall be from the date of incorporation of the LLP until the 31st March next following.
20. AUDIT
20.1. The accounts of the LLP shall be audited in accordance with Section 34(4) of the Act read with Rule 24, save where the LLP is exempt from mandatory audit by virtue of its turnover and Contribution being within the limits prescribed under the Rules.
20.2. The Partners shall appoint a Chartered Accountant in practice as Auditor of the LLP wherever audit is required or where the Partners so decide.
20.3. Any Partner may request an audit of the books of the LLP, the cost of which shall be borne by the LLP, to be performed by an accounting firm acceptable to all the Partners.
21. ADMISSION OF A NEW PARTNER
21.1. A new Partner may be admitted to the LLP only with the unanimous consent of the existing Partners and in accordance with Section 22 and Section 25 of the Act and the Rules.
21.2. Any new Partner shall execute a supplementary agreement and such other documents as required, and shall be bound by all the terms of this Agreement, and necessary intimation of change shall be filed with the Registrar.
22. TRANSFER OR ASSIGNMENT OF RIGHTS
22.1. Subject to Section 42 of the Act, where a Partner desires to transfer or assign their interest in the LLP, the Partner shall first offer the same to the remaining Partners by giving fifteen (15) days' notice. In the absence of acceptance, the Partner may transfer or assign their share in the profits of the LLP to any other person.
22.2. The transfer or assignment of the right to a share of profits and losses shall not, by itself, cause the dissociation of the Partner or a dissolution and winding up of the LLP, nor entitle the transferee to participate in the management or conduct of the activities of the LLP, in accordance with Section 42 of the Act. Such transfer shall be communicated to all the Partners within thirty (30) days.
23. VOLUNTARY CESSATION OF A PARTNER
23.1. A Partner may cease to be a partner of the LLP by giving not less than thirty (30) days' prior written notice to the other Partners, in accordance with Section 24 of the Act, or such longer period as may be agreed in writing.
23.2. The cessation of a Partner shall not in itself dissolve the LLP, and the LLP shall continue with the remaining Partners, provided the number of Partners does not fall below two for more than six months, failing which the consequences under Section 6 of the Act shall apply.
23.3. A ceasing Partner shall exercise the right to cease in good faith and shall act to minimise harm to the LLP and the remaining Partners.
24. INVOLUNTARY CESSATION OF A PARTNER
24.1. A person shall cease to be a Partner upon their death or dissolution (in the case of a body corporate); upon being declared of unsound mind by a competent court; upon being adjudged insolvent or applying to be adjudged insolvent; or upon expulsion in accordance with this Agreement, in accordance with Section 24 of the Act.
24.2. The involuntary cessation of a Partner shall not in itself dissolve the LLP, and the entitlement of such Partner or their legal representative shall be determined in accordance with Section 24(5) of the Act and Clause 27 hereof.
24.3. A person acquiring the share of a ceased Partner (whether by operation of law, insolvency or otherwise) shall acquire only the economic rights to the extent of the entitlement of that Partner and shall not be admitted as a Partner or have any management or voting rights.
25. RIGHTS AND ENTITLEMENT ON CESSATION
25.1. Where a Partner ceases to be a partner, the former Partner or their legal representative shall be entitled to receive from the LLP an amount equal to the Capital Contribution of the former Partner as actually made to the LLP and their right to share in the accumulated profits of the LLP, after deduction of accumulated losses, determined as at the date the Partner ceased to be a partner, in accordance with Section 24(5) of the Act.
25.2. The remaining Partners shall retain the right to seek damages from a ceased Partner where the cessation resulted from a malicious or criminal act, breach of fiduciary duty or breach of this Agreement.
26. DISSOLUTION
26.1. Except as otherwise provided in this Agreement or the Act, the LLP may be dissolved only with the unanimous consent of all the Partners.
26.2. Upon dissolution, each Partner shall share in any remaining assets or liabilities of the LLP in proportion to their ownership interest as set out in Clause 12 (the "Dissolution Distribution").
26.3. Upon dissolution and liquidation of LLP property, the assets shall be applied in the following order of priority:
26.3.1. in satisfaction of liabilities to creditors (other than Partners);
26.3.2. in satisfaction of debts due to Partners; and thereafter
26.3.3. to the Partners in accordance with the Dissolution Distribution.
26.4. The claims of each priority group shall be satisfied in full before any claims of a lower priority group. Any surplus or shortfall shall be shared in accordance with the Dissolution Distribution.
27. VALUATION OF INTEREST
27.1. In the absence of a written agreement as to value, the value of the LLP shall be determined on the basis of the fair market value of all LLP assets (less liabilities) in accordance with generally accepted accounting principles in India, by an independent Chartered Accountant agreed to by all the Partners, whose valuation shall be binding. A withdrawing Partner's interest shall be determined in accordance with Section 24(5) of the Act and Clause 25.
27.2. No allowance shall be made for goodwill, trade name, patents or other intangible assets, except where such assets are reflected in the books of the LLP immediately prior to valuation.
28. BORROWINGS
Loans from banks, financial institutions or third parties, over and above the Contributions of the Partners, shall be obtained only with the prior written approval of all the Partners.
29. TITLE TO LLP PROPERTY
All property of the LLP, including all tangible and intangible assets acquired with LLP funds, shall vest in and be held in the name of the LLP, being a body corporate with perpetual succession under Section 3 of the Act. No Partner shall have any individual ownership interest in such property.
30. LIMITATION OF LIABILITY
30.1. The liability of the LLP shall be met out of the property of the LLP. No Partner shall be personally liable, directly or indirectly, for an obligation of the LLP solely by reason of being a Partner, in accordance with Sections 27 and 28 of the Act.
30.2. Nothing in this Clause shall affect the personal liability of a Partner for their own wrongful act or omission, or relieve a Partner of liability under Section 30 of the Act in cases of fraud.
31. FORCE MAJEURE
A Partner shall not be liable for failure to perform their obligations under this Agreement where such failure is caused by force majeure, including earthquake, flood, fire, epidemic, pandemic, act of God, war or any other unforeseen and uncontrollable event, provided the affected Partner promptly notifies the other Partners and takes all reasonable steps to mitigate the effects thereof.
32. DUTIES AND OBLIGATIONS OF PARTNERS
32.1. No Partner shall, directly or indirectly, engage in any business in competition with or in conflict of interest with the LLP without the unanimous written consent of the remaining Partners.
32.2. Each Partner shall fully disclose to the other Partners any transaction having an appearance of conflict of interest.
32.3. Each Partner shall act candidly and faithfully towards the other Partners, render true accounts and full information of all things affecting the LLP, and account to the LLP for any benefit derived without consent from any transaction concerning the LLP or use of LLP property, name or business connection.
32.4. Each Partner shall devote such time and attention to the business of the LLP as the Partners may reasonably determine.
32.5. Where a Partner receives money on behalf of the LLP, that Partner shall promptly deposit the same into the LLP's bank account.
32.6. Each Partner indemnifies and keeps indemnified the other Partners against all losses, damages, costs, expenses and liabilities arising from a breach of this Clause.
33. PROHIBITED ACTS
33.2. Each Partner indemnifies and keeps indemnified the other Partners against all losses, damages, costs, expenses and liabilities arising from a breach of this Clause.
34. INDEMNIFICATION
The LLP shall indemnify and defend its Partners and officers against all liability in connection with claims, actions and proceedings arising out of the proper conduct of the business of the LLP, save for gross negligence, fraud or wilful misconduct of the Partner or officer seeking indemnification, in accordance with Section 27 of the Act.
35. LIABILITY INSURANCE
35.1. The LLP may acquire insurance on behalf of any Partner, employee or agent against liability incurred while acting in good faith on behalf of the LLP, including:
35.1.1. professional indemnity insurance;
35.1.2. public liability insurance; and
35.1.3. workmen's compensation/employees' insurance.
36. WINDING UP
The LLP may be wound up voluntarily with the consent of all the Partners, or by the Tribunal, in accordance with Sections 63 to 65 of the Act and the Limited Liability Partnership (Winding up and Dissolution) Rules as applicable.
37. CONFIDENTIALITY AND DATA PROTECTION
37.1. Each Partner shall keep confidential all confidential information of the LLP and shall not use or disclose the same except in the proper conduct of the business of the LLP or as required by law. This obligation shall survive the cessation of a Partner and the dissolution of the LLP.
37.2. The LLP and the Partners shall process personal data only in accordance with the Digital Personal Data Protection Act, 2023 and the rules made thereunder, and shall implement reasonable security safeguards to protect such data.
38. WAIVER
38.1. The waiver by any Party of any right or remedy in relation to a breach by another Party shall not be construed as a waiver of any subsequent breach.
38.2. Any failure or delay in exercising a right or remedy shall not constitute a waiver thereof. The rights and remedies provided in this Agreement are cumulative and in addition to those provided by law.
39. CURRENCY AND GOODS AND SERVICES TAX
39.1. All amounts stated in this Agreement are in Indian Rupees (INR) unless otherwise specified.
39.2. All amounts stated are inclusive of Goods and Services Tax (if applicable) unless specifically stated otherwise. The GSTIN of the LLP is ________.
40. MISCELLANEOUS
40.1. This Agreement may be executed in counterparts, each of which shall be deemed an original.
40.2. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations and understandings.
40.3. This Agreement shall be binding upon and enure to the benefit of the Partners and their respective successors, legal representatives and permitted assigns.
40.4. The Partners may, by mutual agreement reduced to writing and signed by all the Partners, modify, alter or vary the terms of this Agreement, subject to the provisions of the Act, and such writing shall form part of this Agreement. Any change in this Agreement shall be filed with the Registrar in Form 3 within thirty (30) days, in accordance with Section 23(3) of the Act.
41. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected, and the invalid provision shall be deemed replaced by a valid provision that most nearly gives effect to the original intent.
42. AMENDMENTS
No change, alteration, amendment or modification to this Agreement shall be effective unless made in writing and signed by all the Partners and filed with the Registrar in accordance with the Act and the Rules.
43. DISPUTE RESOLUTION
43.1. Any dispute or difference arising out of or in connection with this Agreement shall, as far as possible, be settled amicably between the Parties, failing which:
43.1.1. the dispute shall be referred to arbitration by a sole arbitrator appointed jointly by the Parties, in accordance with the Arbitration and Conciliation Act, 1996, as amended;
43.1.2. the seat and venue of arbitration shall be at ________, ________, and the language shall be English;
43.1.3. the arbitral award shall be final and binding and enforceable as a decree of court;
43.1.4. subject to the above, the courts at ________, ________ shall have exclusive jurisdiction;
43.1.5. the Parties shall keep the arbitration proceedings and the award confidential.
44. ANNOUNCEMENTS
No Party shall make any public announcement, press release or advertisement concerning this Agreement or its contents without the prior written approval of the other Parties, save as required by law.
45. NOTICES
45.1. All notices and communications under this Agreement shall be in writing and shall be sent by registered post, courier or email to the address of the relevant Party set out in this Agreement, and shall be deemed validly given if so addressed and despatched.
45.2. A Party may change its address for notices by giving the other Parties ten (10) days' prior written notice.
46. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of India.
IN WITNESS WHEREOF the Parties have set their respective hands to this Agreement on the day, month and year first hereinabove written, at ________, on this ________.
SIGNED AND DELIVERED by the within-named First Partner:
_____________________________
________
(DPIN/PAN: ________)
In the presence of Witness:
_____________________________
Witness Signature
Name: ________
Address: ________
SIGNED AND DELIVERED by the within-named Second Partner:
_____________________________
________
(DPIN/PAN: ________)
In the presence of Witness:
_____________________________
Witness Signature
Name: ________
Address: ________
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