General Partnership Agreement - Template, Sample Form Pro · UK-law

GENERAL PARTNERSHIP AGREEMENT

This agreement is made as a deed and is dated ________.

PARTIES

1. ________ of ________ (Partner 1); and

2. ________ of ________ (Partner 2).

(each a Partner and together the Partners).

BACKGROUND

(A) The Partners have agreed to carry on business in partnership together upon and subject to the terms of this agreement. This agreement creates a general partnership governed by the Partnership Act 1890 and is not a limited partnership or a limited liability partnership.

(B) The business to be carried on in partnership is: ________.

(C) The Partners wish to record the terms upon which they will carry on the Partnership.

AGREED TERMS

§ 1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.

Accountants: ________ of ________, or such other accountants as the Partners may appoint in accordance with this agreement.

Accounts: the accounts of the Partnership for each Accounting Period prepared in accordance with this agreement.

Accounts Date: ________ in each year, or any other date which the Partners decide in accordance with this agreement.

Accounting Period: each period of ________ ending on the Accounts Date, save that the first Accounting Period shall begin on the Commencement Date.

Business: any business the Partners may decide to carry on in accordance with this agreement and, in particular, the business described as: ________.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Capital Account: the capital account of each Partner maintained in accordance with this agreement.

Commencement Date: ________.

Current Account: the current account of each Partner maintained in accordance with this agreement.

Continuing Partners: the Partners who continue to be partners after a Leaving Date.

Leaving Date: the date on which an Outgoing Partner ceases or is deemed to cease to be a Partner under this agreement.

Leaving Accounts: a profit and loss account and a balance sheet for the period between the last Accounts Date and the Leaving Date.

Managing Partner: a Partner elected as managing partner under this agreement.

Name: ________, or any other name as the Partners may decide in accordance with this agreement.

Net Profits and Losses: the net profits and losses of the Partnership for each Accounting Period, calculated in accordance with this agreement.

Outgoing Partner: a Partner who ceases to be a Partner, together with their personal representatives or trustee in bankruptcy where the context permits.

Partners: the parties to this agreement for so long as they remain partners, together with any other person who becomes a party at any time. At the date of this agreement the Partners are ________ and ________.

Partnership: the partnership carried on by the Partners for the Business under this agreement.

Partnership Property: the Premises and all other assets (and rights in them) used by the Partnership for the Business.

Premises: the Partnership's freehold or leasehold premises located at ________, and any other premises chosen by the Partners.

1.2 Clause, schedule and paragraph headings shall not affect interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular include the plural and vice versa.

1.6 A reference to one gender includes a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it.

1.8 A reference to writing or written includes email but excludes fax.

1.9 References to clauses and schedules are to the clauses and schedules of this agreement, and references to paragraphs are to paragraphs of the relevant schedule.

1.10 Any words following the terms include, including, in particular or for example or any similar expression are illustrative and do not limit the sense of the words preceding them.

1.11 An obligation on a person not to do something includes an obligation not to allow or permit that thing to be done.

§ 2. COMMENCEMENT AND DURATION

The Partnership shall commence on the Commencement Date and shall continue, subject to the terms of this agreement, until ________ (inclusive of both dates) or until otherwise determined in accordance with this agreement.

§ 3. NAME AND PLACE OF BUSINESS

3.1 The Partnership shall carry on the Business under the Name.

3.2 The Partners shall comply with the business names provisions of the Companies Act 2006 (Part 41) including the disclosure of the names of the Partners and an address for service on Partnership business documents and at any premises where business is carried on.

3.3 If the Partners decide to change the Name, the Partnership shall promptly notify all relevant authorities, professional bodies and all clients or customers with whom it has dealt in the previous two years.

3.4 The Business shall be carried on from the Premises or such other place as the Partners may decide in accordance with this agreement.

§ 4. CAPITAL

4.1 On the formation of the Partnership each Partner shall contribute £________ to the initial capital of the Partnership in equal shares.

4.2 All initial capital contributions shall be paid into the Partnership's bank account and shall be credited to each Partner's Capital Account on the date of receipt.

4.3 Where an asset rather than cash is transferred as a capital contribution or repayment, its value shall be determined in accordance with this agreement and credited or debited to the relevant Capital Account.

4.4 The capital of the Partnership at any time shall belong to the Partners in the proportions which the balances on their respective Capital Accounts bear to the total capital.

4.5 Where further capital is required or capital is to be repaid, the Partners shall decide, in accordance with § 15: (I) the total amount; (II) the apportionment between Partners; (III) the timing of payments and of crediting or debiting Capital Accounts; and (IV) the form of contribution or repayment. In default of agreement to the contrary, contributions or repayments shall be by or to all Partners equally.

§ 5. PARTNERSHIP PROPERTY

5.1 The Partners are entitled to Partnership Property in proportion to their capital contributions.

5.2 Where Partnership Property is held in the name of one or more individual Partners, it shall be held on trust for all the Partners. The Partnership shall bear all costs relating to such property and shall indemnify the Partner(s) in whom it is vested against all liabilities arising in respect of it.

§ 6. PROFITS AND LOSSES

6.1 The Net Profits and Losses of the Partnership (including capital profits and losses) for each Accounting Period shall belong to and be borne by the Partners equally and shall be credited or debited to the Partners' Current Accounts as soon as the Accounts for the relevant Accounting Period are approved under § 9.

6.2 Where a Partner is absent from the Business through illness or injury for more than 70 complete Business Days in any Accounting Period, their share of Net Profit for that Accounting Period shall be reduced by an amount calculated by multiplying their profit share by the excess number of complete days' absence (including weekends and public holidays), dividing the result by 365 and deducting it from their share. The shares of the other Partners shall be increased equally.

6.3 A Partner shall not share in Net Profits for any period during which they are entitled to payment or benefits under any permanent health or ill-health insurance which the Partnership pays for, the Net Profits being apportioned on a daily basis and the shares of the other Partners increased equally.

6.4 A Partner entitled to a reduced share of Net Profits owing to long-term illness or injury shall remain liable for their share of Net Losses.

§ 7. CAPITAL AND CURRENT ACCOUNTS

7.1 Each Partner shall have a Capital Account to which shall be credited their capital contributions, any further capital contributions, any sums in respect of a revaluation of assets and their share of capital profits, and to which shall be debited any repayment of capital and their share of capital losses.

7.2 Each Partner shall have a Current Account to which shall be credited their profit share and other sums of a current nature, and to which shall be debited drawings and payments of or provisions for tax.

§ 8. DRAWINGS

8.1 Where a Partner draws in excess of their profit share for an Accounting Period, that Partner shall repay the excess to the Partnership immediately on approval of the Accounts, together with interest at ________% above the base lending rate from time to time of ________. This obligation applies equally to any Partner who becomes an Outgoing Partner during the relevant Accounting Period.

8.2 No Partner may draw any sum unless there are sufficient funds or facilities to cover the drawings to which all Partners are entitled at that date, over and above sums unanimously agreed to be required for the current expenses of the Partnership.

§ 9. ACCOUNTS AND TAX

9.1 The Partners shall keep accurate books of account and shall record all receipts and payments promptly. Every Partner shall have the right to inspect and copy the books of account kept at the Premises, in accordance with section 24(9) of the Partnership Act 1890.

9.2 The Partnership's accountants shall be the Accountants.

9.3 The Partners shall instruct the Accountants to prepare and distribute to all Partners a profit and loss account and a balance sheet as soon as reasonably practicable after the end of each Accounting Period.

9.4 The Partnership shall be registered with HM Revenue & Customs and the Partners shall procure that a partnership tax return is submitted for each tax year. Each Partner shall be responsible for the income tax, Class 2 and Class 4 National Insurance contributions and any capital gains tax on their respective share of the Partnership's profits and gains.

§ 10. BANKING

10.1 All Partnership bank accounts shall be maintained with ________ or such other bank or building society as the Partners may decide in accordance with § 15.

10.2 All Partnership bank accounts shall be in the Name.

10.3 The written consent of more than 50% of the Partners is required before a Partnership bank account may be opened.

10.4 Any cheque, or instruction for the electronic transfer of monies, exceeding £________ shall require the signature or authorisation of all the Partners.

10.5 All monies, cheques and drafts received by or on behalf of the Partnership shall be paid promptly into a Partnership account.

§ 11. INSURANCE

11.1 The Partners shall effect and keep in force such policies of insurance and for such amounts as they shall decide, the Partnership being responsible for maintaining them.

11.2 The Partnership shall at its own expense maintain insurance (for the benefit of the Partnership or individual Partners as the parties specify in writing) in respect of: (I) Partnership Property; (II) private medical insurance for Partners; (III) life assurance and/or critical illness cover for Partners; (IV) employer's liability insurance as required by the Employers' Liability (Compulsory Insurance) Act 1969; (V) public liability; (VI) professional negligence (where required by any applicable regulator); and (VII) such additional policies as follows: ________.

11.3 The Partners shall co-operate in obtaining such insurance and shall undergo any medical examination reasonably necessary for that purpose.

§ 12. DUTIES AND POWERS

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

§ 13. RESTRICTIONS ON PARTNERS

No Partner shall, without the prior written consent of the other Partners: (I) directly or indirectly engage in any business separate from the Business, or accept (otherwise than in a voluntary or honorary capacity) any office or appointment which competes with the Business; (II) use the Name, Partnership Property or business connections to derive any personal benefit; (III) enter into any contract or commitment for the Partnership otherwise than in the Name; (IV) except in the ordinary course of business, enter into any arrangement that may result in liability exceeding £________ in total; (V) give any guarantee or undertaking on behalf of the Partnership exceeding £________ in total; (VI) draw any cheque on a Partnership account otherwise than in accordance with the current mandate; (VII) except in the ordinary course of Business, dispose of any Partnership Property by loan, pledge, sale or otherwise; (VIII) assign, mortgage or charge the Net Profits and Losses, any Partnership Property or their interest in the Partnership; (IX) deal with any person with whom the Partners have resolved not to deal; or (X) engage or dismiss any employee (except for gross misconduct) or appoint any agent of the Partnership.

§ 14. MANAGING PARTNER

14.1 The Managing Partner shall be elected by majority vote of the Partners and shall be responsible for the day-to-day management of the Partnership.

14.2 The first Managing Partner shall be ________, whose term shall end on ________. Thereafter each Managing Partner shall serve for a term of ________ successive Accounting Periods.

14.3 A Managing Partner may be removed during their term by written notice of a resolution passed by a majority of the Partners. Where any failure or default continues for more than ________ months, the Partners may remove the Managing Partner. A replacement Managing Partner shall serve only until the original term expires.

14.4 A retiring Managing Partner shall be ineligible for immediate re-election.

§ 15. MEETINGS AND VOTING

15.1 The Partners shall hold meetings at least ________ times in every calendar year.

15.2 The following provisions govern meetings: (a) the Partners shall have absolute discretion as to the place and time of a meeting; (b) all Partners shall be given notice of the place, day, time and matters to be discussed; (c) except in an emergency, all Partners shall be given at least ________ clear days' notice, save that shorter notice is valid if all Partners attend or subsequently ratify it; (d) the Partners present shall elect a chair by simple majority, who shall have a casting vote; (e) the quorum is ________ Partners present in person or by proxy; (f) if a quorum is not present within ________ minutes of the stated start time, any resolution passed shall be valid only if ratified at a later quorate meeting; and (g) minutes shall be prepared, approved and signed by the chair as evidence of the proceedings.

15.3 A Partner may, in writing, appoint another Partner as their proxy to attend and vote on their behalf.

15.4 Save for the matters set out in § 15.5, all matters requiring a decision of the Partners shall be determined by simple majority vote at a duly convened meeting. By way of variation of section 24(8) of the Partnership Act 1890, ordinary matters connected with the Partnership business shall be decided by simple majority.

15.5 The following matters shall require the unanimous approval of all the Partners (or, where indicated, all Partners other than the affected Partner): (h) any alteration of this agreement; (i) any change in the nature of the Business; (j) the acquisition or disposal of the Premises or interests in them; (k) changing or opening a place of Business; (l) the acquisition or disposal of all or part of the Business or a merger; (m) the admission of a new Partner; (n) any change in the Partners' capital shares or any requirement for additional capital, including the valuation of any asset transferred; (o) any change in the Name; (p) the giving of notice to a Partner to retire compulsorily or to expel that Partner, the unanimity required being of all the Partners other than the affected Partner; (q) the purchase of any capital item exceeding £________; (r) any borrowing, lending, guarantee or undertaking exceeding £________ in total; (s) the dissolution of the Partnership; (t) any decision to apply for an administration order under the Insolvency Act 1986; and (u) any decision to increase the sums referred to in this clause.

15.6 A written resolution signed by all the Partners shall be as valid as if approved at a duly convened meeting.

§ 16. INDEMNITY AND EXPENSES

16.1 Any Partner who breaches this agreement shall indemnify the other Partners, their estates and successors against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential loss, loss of profit, loss of reputation, and all interest, penalties and legal costs on a full indemnity basis) suffered as a result of such breach.

16.2 Each Partner shall be reimbursed for reasonable out-of-pocket expenses properly incurred in accordance with the rules and limits set by the Partnership from time to time, on production of a valid receipt.

§ 17. HOLIDAYS

In addition to the usual public holidays in England and Wales, each Partner shall be entitled to ________ Business Days' holiday in each calendar year, to be taken at such times as the Partner decides, provided that: (I) the timing does not prejudice the Business; (II) the Partner gives reasonable notice of their holiday dates to the other Partners; and (III) no Partner takes more than ten consecutive working days without the prior approval of the Managing Partner.

§ 18. CARS

Any cars required for the Business shall be purchased or rented by the Partnership, which shall bear the costs of repairs, maintenance, insurance, VAT and taxes. A Partner permitted to use a Partnership car shall comply with the insurers' requirements and any rules made by the Partnership from time to time.

§ 19. FAMILY LEAVE

19.1 Each pregnant Partner shall have the same rights as if they were an employee of the Partnership in respect of: (I) time off for antenatal care; (II) health and safety protection; (III) maternity leave; and (IV) the right to return, in each case by reference to the Employment Rights Act 1996 and the Maternity and Parental Leave etc. Regulations 1999, together with the corresponding notice obligations. Such absence shall not affect entitlement to or liability for Net Profits and Losses under § 6.

19.2 Each Partner shall have the same rights as if they were an employee in respect of: (V) paternity leave; (VI) adoption leave; and (VII) the right to return, together with the corresponding notice, evidence and eligibility requirements. Such absence shall not affect entitlement to or liability for Net Profits and Losses under § 6.

19.3 Each Partner shall have the same rights as if they were an employee in respect of shared parental leave under the Children and Families Act 2014 and the right to return, together with the corresponding notice, evidence and eligibility requirements. Such absence shall not affect entitlement to or liability for Net Profits and Losses under § 6.

§ 20. PENSIONS

The Partnership shall not operate any pension scheme on behalf of the Partners. Each Partner shall be responsible for making their own provision for retirement and pension, and the Partnership shall not be liable to contribute towards any such provision unless the Partners unanimously agree otherwise in writing.

§ 21. ADMISSION OF NEW PARTNERS

21.1 A new Partner may only be admitted with the unanimous approval of the Partners in accordance with § 15.

21.2 No person shall be admitted as a Partner unless they first agree in writing to be bound by the terms of this agreement (as varied or supplemented from time to time) and execute such documents as the Partners may reasonably require to give effect to their admission.

§ 22. RETIREMENT AND DEATH

22.1 A Partner wishing to retire shall give at least ________ months' written notice to the Managing Partner stating their intention to retire. The expiry of the notice shall be that Partner's Leaving Date.

22.2 A Partner shall be deemed to retire, and their Leaving Date shall be: (I) the first Accounts Date after their ________ birthday; or (II) immediately upon service of a written notice requiring retirement after the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005; or (III) immediately upon service of a written notice requiring retirement where they become physically or mentally unfit to perform their duties for a period of consecutive Business Days, or a total of ________ Business Days in any ________ months (excluding permitted holiday or leave) immediately preceding service of the notice.

22.3 On the death of a Partner, the date of death shall be their Leaving Date.

§ 23. EXPULSION

23.1 A Partner may be expelled by the other Partners by written notice if: (I) that Partner commits any serious breach of this agreement; (II) a bankruptcy order is made against them, they enter into any composition or arrangement with their creditors, or they allow their share of Partnership Property to be charged for their separate debt under section 33(2) of the Partnership Act 1890; (III) they fail to pay any money owed to the Partnership within ________ days of a written request from the Managing Partner; (IV) they fail to account for or pay any money belonging to the Partnership within ________ days of a notice from the Managing Partner; (V) they cease to be a member of ________; (VI) they are convicted of any criminal offence (other than a motoring offence not involving imprisonment); (VII) they wilfully neglect, refuse or fail to perform their duties under this agreement; (VIII) for a period of more than ________ Business Days in a period of ________ months they absent themselves from the Business without good reason or the prior written approval of the Managing Partner; or (IX) they are guilty of conduct which, in the Partners' reasonable opinion, is likely to have a serious adverse effect on the Partnership or the Business.

23.2 Where circumstances arise giving the right to serve a notice under this clause, the Managing Partner shall serve it within ________ months of becoming aware of those circumstances. On service (or deemed service) the Partner shall cease to be a Partner and the date of such service shall be their Leaving Date.

23.3 Before serving such notice, the other Partners may suspend the Partner for a period not exceeding ________ months on such terms as they determine, provided that the Partner's entitlement to and liability for Net Profits and Losses shall not be affected by any absence owing to such suspension.

23.4 Where any event of expulsion results in a reduction in the profitability of the Partnership, the Continuing Partners may require the Accountants (or, if unable or unwilling to act, a firm appointed by ________) to certify, acting as experts and not arbitrators, the amount of such reduction, and the amount otherwise payable to the Outgoing Partner under § 24 shall be reduced accordingly.

§ 24. PAYMENTS TO OUTGOING PARTNERS

24.1 An Outgoing Partner shall have no share or interest in the Partnership Property or in Net Profits and Losses arising after their Leaving Date.

24.2 After any Leaving Date the Partners shall instruct the Accountants to prepare Leaving Accounts as soon as practicable. The costs of preparation and agreement of the Leaving Accounts shall be a debt of the Partnership as constituted immediately before the Leaving Date.

24.3 The Leaving Accounts shall be approved in accordance with § 15.

24.4 On approval of the Leaving Accounts the Continuing Partners shall pay to the Outgoing Partner (or their personal representatives or trustee in bankruptcy): (I) the capital credited to their Capital Account in the Leaving Accounts; (II) any undrawn profit share credited to their Current Account in the Leaving Accounts; and (III) any money owed to them for loans, loan interest and interest on capital due under this agreement.

24.5 The Continuing Partners shall pay the sums due under § 24.4 in ________ instalments at ________ monthly intervals beginning ________ months after the Leaving Date, unless the Continuing Partners determine to pay earlier.

24.6 If an instalment is more than ________ late, interest at ________% above the base lending rate from time to time of ________ shall be payable on that instalment for so long as it remains unpaid.

24.7 From the Leaving Date the Continuing Partners shall become entitled to the whole of the Outgoing Partner's interest in the Partnership in the shares in which they then share profits.

24.8 The Continuing Partners shall pay, discharge and indemnify the Outgoing Partner, their estate and personal representatives against all debts, liabilities, guarantees and obligations of the Partnership as at the Leaving Date except: (I) income tax or capital gains tax for which the Outgoing Partner is liable; (II) those arising from any fraudulent or negligent act or omission of the Outgoing Partner to the extent not covered by insurance or within any excess borne by the Partnership; and (III) those relating to any act or omission before the Leaving Date not covered by insurance which arise, in the case of retirement under this agreement, within six months of the Leaving Date or, in the case of expulsion, at any time after the Leaving Date.

§ 25. RESTRICTIONS ON OUTGOING PARTNERS

25.1 An Outgoing Partner shall not, whether directly or indirectly, on their own behalf or as agent, employee, partner or otherwise on behalf of any other person, without the written consent of the Partners, during the period of ________ months following their Leaving Date: (I) solicit business from or entice away any person who they know to be a client or customer with whom the Partnership has dealt in the ________ months before the Leaving Date; (II) deal with any such person; (III) compete with the Partnership or be engaged in any similar business, or one bearing a name similar to the Name, within ________ miles of any Partnership premises as at the Leaving Date; (IV) canvass, solicit, employ or engage any person who was a Partner or senior employee at the Leaving Date; or (V) assist any person to do anything which, if done by the Outgoing Partner, would breach this clause.

25.2 The Partners agree that the restrictions in this clause, which apply separately and severally, are fair and reasonable and necessary to protect the goodwill and legitimate interests of the Partnership. If any restriction is found unenforceable but would be valid on the deletion of part of it or a reduction in its period or area, it shall apply with such modification as is necessary to make it valid and enforceable.

§ 26. FURTHER PROVISIONS RELATING TO OUTGOING PARTNERS

26.1 An Outgoing Partner shall return to the Managing Partner all account books, records, deeds, drafts, letters and other documents (whether paper or electronic) relating to the Partnership in their possession or control. For ________ months after the Leaving Date the Outgoing Partner may, on reasonable notice to the Managing Partner, inspect such documents in so far as they relate to the period before the Leaving Date.

26.2 As soon as a Partner ceases to be a Partner, the Continuing Partners shall bear the cost of publishing in the London Gazette and a local newspaper a notice of the change in the Partnership, and shall give written notice of the change to all third parties who have dealt with the Partnership in the last ________ months, using reasonable endeavours to agree the terms of such notice with the Outgoing Partner.

26.3 An Outgoing Partner shall do, at the cost of the Continuing Partners, all such further acts and things and sign all such documents as the Continuing Partners may reasonably require for the purpose of: (I) enabling the Continuing Partners to recover the outstanding assets of the Partnership; or (II) transferring to the Continuing Partners any Partnership Property vested in the Outgoing Partner.

26.4 The Outgoing Partner irrevocably and by way of security appoints each Continuing Partner as their attorney to sign, execute and deliver all deeds and documents and do all acts necessary to give effect to this agreement and to vest in the Continuing Partners the full benefit of the assets, rights and benefits to be transferred to them.

§ 27. CONFIDENTIALITY

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

27.2 Each Partner may disclose the other Partners' Confidential Information: (VII) to its representatives or advisers who need to know it for the purposes of this agreement, provided that such recipients comply with this clause; and (VIII) as required by law, a court of competent jurisdiction or any governmental or regulatory authority.

27.3 As between each Partner and the Partnership, all Confidential Information is Partnership Property.

27.4 Each Partner shall comply with the Data Protection Act 2018 and the UK GDPR in respect of any personal data processed in connection with the Partnership. Without limiting any other remedy, a breach of this clause by a Partner or Outgoing Partner shall be a breach of this agreement entitling the Partnership to require repayment of any personal benefit received and to expel that Partner in accordance with § 23.

§ 28. DISSOLUTION

28.1 No Partner may unilaterally dissolve the Partnership by notice, and (varying sections 26, 32 and 33 of the Partnership Act 1890) the death or bankruptcy of any Partner, or the charging of any Partner's share, shall not automatically dissolve the Partnership.

28.2 On dissolution, the business, assets and liabilities of the Partnership shall be dealt with in accordance with sections 39 to 44 of the Partnership Act 1890.

§ 29. ENTIRE AGREEMENT

29.1 This agreement constitutes the entire agreement between the parties and supersedes all earlier agreements, promises, assurances and understandings, whether written or oral, relating to its subject matter.

29.2 Each party agrees that in entering into this agreement it does not rely on any statement, representation, assurance or warranty not set out in this agreement.

29.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

29.4 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

§ 30. NOTICES

30.1 Any notice given under or in connection with this agreement: (I) shall be in writing and in English; (II) shall be signed by or on behalf of the party giving it; and (III) shall be sent to the party at the address or email address set out below.

30.2 The contact details of the parties are: (VIII) ________, email ________, address ________; (IX) ________, email ________, address ________.

30.3 A party may change its details by notice, the change taking effect at 9.00 am on the later of: (X) the date specified in the notice; or (XI) the date ________ Business Days after deemed receipt of the notice.

30.4 Deemed delivery: (a) by hand, when the delivery receipt is signed; (b) by pre-paid first class post or other next working day delivery service with proof of postage, at ________ on the ________ Business Day after posting; and (c) by email, at the time of transmission.

30.5 If deemed receipt would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. Business hours means 9.00 am to 5.00 pm on a Business Day.

30.6 This clause does not apply to the service of any proceedings or documents in any legal action or any other method of dispute resolution.

§ 31. SEVERANCE

31.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and such deletion shall not affect the validity and enforceability of the rest of this agreement.

31.2 If a party notifies the other of the possibility that any provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend it so as to achieve, as far as possible, the intended commercial result.

§ 32. GOVERNING LAW AND JURISDICTION

32.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

32.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter or formation.

This agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

EXECUTION

Executed as a deed by ________

Signature: ______________________

in the presence of:

Witness signature: ______________________

Witness name: ________

Witness occupation: ________

Witness address: ________

Executed as a deed by ________

Signature: ______________________

in the presence of:

Witness signature: ______________________

Witness name: ________

Witness occupation: ________

Witness address: ________