PARTNERSHIP AGREEMENT

This Partnership Agreement (hereinafter referred to as “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as “Effective Date”) is made by and between:

[INSERT NAME OF PARTNER 1] residing at [INSERT ADDRESS OF PARTNER 1] (hereinafter referred to as “Partner 1” which expression shall include, unless repugnant to the meaning or context thereof, its successors and permitted assigns);

AND

[INSERT NAME OF PARTNER 2] residing at [INSERT ADDRESS OF PARTNER 2] (hereinafter referred to as “Partner 2” which expression shall include, unless repugnant to the meaning or context thereof, its successors and permitted assigns);

All the parties shall be collectively referred as “Parties” and individually by their respective names.

WHEREAS

1. The Partners desire to join together for the pursuit of common business goals;
2. The Partners desire to enter into this Partnership Agreement as the most advantageous business form for their mutual purposes;
3. This Agreement sets forth the terms and conditions as to how they shall be the partners.
4. The partners hereto agree to form a general partnership (the “Partnership”) under the laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS].

IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Partners to this Agreement agree as follows:

1. DEFINITIONS:
   1. For the purpose of this Agreement, the following terms are defined as follows:
      1. "Additional Capital Contributions" shall mean and include Capital Contributions, other than Initial Capital Contributions, made by Partners to the Partnership.
      2. "Capital Contribution" shall mean and include the total amount of cash contributed to the Partnership by the Partners.
      3. “Initial capital contribution” shall mean and include Capital Contributions made by Partners to acquire an interest in the Partnership.
      4. "Operation of Law" shall mean and include rights or duties that are cast upon a Partner by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.
2. NAME AND DOMICILE:
   1. The name of the partnership shall be [NAME OF PARTNERSHIP] having registered office at [INSERT REGISTERED ADDRESS].
3. PURPOSE:
   1. Subject to the limitations set forth in this agreement, the purpose of the partnership is to engage in [INSERT PURPOSE OF THE PARTNERSHIP].
4. FORMATION:
   1. By this Agreement the Partners enter into a general Partnership in accordance with the laws of [INSERT THE STATE/COUNTRY OF APPLICABLE LAWS]. The rights and obligations of the Partners shall be as stated in the [INSERT PARTNERSHIP ACT] except as otherwise provided herein.
5. LANGUAGE OF THE CONTRACT:
   1. The language of the Agreement shall be English Language, which shall be binding and controlling language for all matters relating to the meaning or interpretation of the Agreement.
6. PARTNERS AND RESPONSIBILITIES:
   1. Partner 1 shall act as the Managing Partner of the Partnership and shall be vested with the decision-making and authority rights including admitting a new partner or involuntary withdrawal of the partner. The responsibilities of Partner 1 shall be:
      1. Registration of the partnership deed and obtaining of the Registration Certificate from the Registrar of Firms. 
      2. Obtaining the statutory approvals/ licenses/ registration of anything related to the Firm. 
      3. Opening of the Bank Account.
      4. To appoint Consultant for the respective field like taxation/ legal as the need may arise. 
      5. Supervising the accounts of the Firm. 
      6. To sue, file and institute any case on behalf of the Firm and defend any claim, court case or proceedings filed against the Partnership Firm including issuing of Letter of Authority to the lawyers named herein below, filing any affidavits, written statement, applications, petitions, suits, complaints etc.
   2. Partner 2 shall have the responsibilities of:
      1. Managing the day-to-day operations of the Firm
      2. Look after the requirements of the Clients and ensure that the services are being provided to the client satisfactorily
      3. Look after the marketing activities of the Firm
      4. Look after the maintenance of the premises and ensure discipline within the serviced premises.
   3. In the general conduct of the Partnership business, all the Partners shall be consulted and the advice and opinions of the Partners shall be obtained as much as is practicable.
   4. However, for the purpose of fixing and harmonizing the policies and practices of the Partnership and of securing uniformity and continuity in the conduct of its business, the general management of the Partnership business shall rest solely in the Managing Partner.
   5. Except in cases of gross negligence or willful misconduct, the doing of any act or the failure to do any act by the Managing Partner, the effect of which may cause or result in loss or damage to the Partnership, shall not subject the Managing Partner to any liability to the remaining Partners or to the Partnership. In the event of the death, physical or mental incapacity, or withdrawal of the Managing Partner from the Partnership, the rights shall be transferred to [INSERT THE PARTNER WHO SHALL BE MANAGING PARTNER IN EVENT OF DEATH,PHYSICAL OR MENTAL INCAPACITY OR WITHDRAWAL OF THE CURRENT MANAGING PARTNER ].
   6. Except as otherwise provided herein, no Partner shall make any contract for and on behalf of the Partnership without the prior approval of the other Partner. All contracts shall be made in the name of the Partnership.
7. DUTIES OF MANAGING PARTNER:
   1. The Managing Partner shall: -
      1. Provide leadership;
      2. Build an effective management team;
      3. Manage the finances of the partnership;
      4. Recruit and retain staff;
      5. Ensure the firm deals effectively with risk management;
      6. Deal with partner issues;
      7. Participate in the decision making on insurance and benefits;
      8. Take an active role in people development;
      9. Provide strategic planning and vision;
      10. Be a catalyst for growth and expansion;
8. DAY TO DAY OPERATION OF PARTNERSHIP:
   1. The partners shall provide their full-time services and best efforts on behalf of the partnership.
   2. The partners shall handle day to day Business Operations.
   3. The partners shall take on the financial responsibility for the building and welfare of the partnership firm.
   4. The partners shall be just and faithful to each other in all transactions relating to the partnership business and at all time give true account of all such dealings.
   5. Each Partner shall devote his or her undivided time and attention and use the utmost of his skills and ability in furtherance of the Agreement.
9. INITIAL CAPITAL:
   1. The initial capital of this Partnership shall be the sum of [INSERT INITIAL CAPITAL AMOUNT] payable and contributed in the following percentage:
      1. Partner 1 shall invest [INSERT AMOUNT BY PARTNER 1] of the total sum as the Initial Capital.
      2. Partner 2 shall invest [INSERT AMOUNT BY PARTNER 2] of the total sum as the Initial Capital.
10. WITHDRAWAL OF CAPITAL:
    1. No Partner may withdraw capital from the partnership without the express written consent of the other partners.
11. DRAWING ACCOUNTS:
    1. An individual drawing account shall be maintained for Partner 1 and Partner 2 respectively. Partners shall be entitled to draw against their share of the profits in such amounts and at such time as shall be agreed by the Partners. The drawing account is a temporary account and is expected to have a debit balance if there have been any withdrawals. At the end of each accounting year, the drawing accounts are closed by transferring the debit balance to each Partner's capital account.
12. CAPITAL ACCOUNTS:
    1. An individual capital account (the "Capital Accounts") shall be maintained for Partner 1, and Partner 2 respectively and the Initial Capital Contribution shall be credited to this account. Any Additional Capital Contributions made by either Partner shall be credited to the respective individual Capital Account.
13. PROFIT AND LOSS:
    1. Subject to the other provisions of this Agreement, the net profits and losses of the Partnership after calculating all the expenses, for both accounting and tax purposes, shall accrue to and be borne by the Partners according to the following schedule:

1. ADDITIONAL CAPITAL:
   1. Capital Contributions may be amended from time to time, according to the requirements of the Agreement provided that the interests of the Partners are not affected, except with the unanimous consent of the Partners. Neither Partner shall be required to make Additional Capital Contributions. Whenever additional capital is determined to be required and either Managing Partner or Partner is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by Agreement business obligations, then the partner willing may contribute in proportion to their existing Capital Contributions to resolve the amount in default. In such cases the allocation of profits or losses among the Partners shall be adjusted to reflect the aggregate change in Capital Contributions by the Partners.
   2. Any advance of money to the Agreement by either Partners in excess of the amounts provided for in this Agreement or subsequently agreed to as Additional Capital Contribution shall be deemed a debt due from the Agreement and not increase in Capital Contribution of the Partners. This liability shall be repaid with interest at rates and times to be determined by the Partners within the limits of what is required or permitted in the Partnership Act. This liability shall not entitle the lending Partners to any increased share of the Partnership's profits or to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners.
2. BOOKS OF ACCOUNT:
   1. The Managing Partner will be a bookkeeper/accountant to monitor all the financial transactions.
   2. Accurate and complete books of account of the transactions of the Agreement shall be kept and at all reasonable times be available and open to inspection and examination by either Partners. The Books of Account shall be kept on the cash basis method of accounting.
3. FISCAL YEAR:
   1. The fiscal year of the Agreement shall end on the [INSERT FISCAL DATE] day of [INSERT FISCAL MONTH] each year.
4. INTEREST ON CAPITAL:
   1. No borrowing charge or loan interest shall be due or payable to any Partner on their agreed Capital Contribution inclusive of any agreed Additional Capital Contributions.
5. REINVESTMENT:
   1. Out of the Gross Profit certain percentage shall be reinvested in the Partnership Firm (for marketing or back up capital etc.) This percentage shall depend on the profit of every month and the right to decide such percentage of reinvestment shall lie with the Managing Partner of the Partnership Firm.
6. SALARIES:
   1. As compensation for his or her services in and to the Partnership business, Partners shall be entitled to such salaries as shall be determined unanimously by the Partners, keeping in mind the designation and responsibility of each Partner. Salary shall be amended from time to time by the mutual consent of the Partners.
7. AUDIT:
   1. Any of the Partners shall have the right to request an audit of the Partnership books. The cost of the audit shall be borne by the Partnership. The audit shall be performed by an accounting firm acceptable to all the Partners. Not more than one (1) audit shall be required by any or all of the Partners for any fiscal year.
8. ANNUAL REPORT:
   1. As soon as practicable after the close of each fiscal year, the Partnership shall furnish to Partners an annual report showing a full and complete account of the condition of the Agreement. This report shall consist of at least the following documents:
      1. A statement of all information as shall be necessary for the preparation of Partners’ income or other tax returns; and
      2. Any additional information that the Partners may require.
9. BANKING AND PARTNERSHIP FUNDS:
   1. The funds of the Partnership shall be placed in such investments and banking accounts as designated by the Partners.  Partnership funds shall be held in the name of the Partnership and shall not be commingled with those of any other person or entity.
10. MEETINGS:
    1. Regular meetings shall be held at [INSERT LOCATION OF MEETING] on [INSERT DATE OF MEETING] of each month.
    2. All meetings shall be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Partners.
    3. The Managing Partner can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Partners with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.
    4. Normal meetings can be called by any Partner or the Managing Partner.
11. ADMITTING A NEW PARTNER:
    1. A new Partner may only be admitted to the Agreement with a unanimous vote of the existing Partners.
    2. Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Partner shall execute such documents as are needed to effect the admission of the new Partner. Any new Partner shall receive such business interest in the Partnership as determined by a unanimous decision of the other Partners. It shall also contribute capital for receiving equity in the Partnership Firm.
12. TRANSFER OF PARTNERSHIP INTEREST:
    1. Partners shall not in any way voluntarily alienate their interest in the Agreement or its assets without the unanimous consent of the other Partner and without exercising the Rights of First Refusal as mentioned in section 27 of the present Agreement. Any such prohibited transfer, if attempted, shall be void and without force or effect.
13. RIGHT OF FIRST REFUSAL:
    1. If, at any time during the term of this Agreement, any Partner shall, in response to a bona fide offer to purchase all or part of its interest in the Partnership Firm from a third party, desire to sell or otherwise dispose of such interest, it shall notify the other Partners in writing of the party to whom it desires to sell such interest and the price at which and the terms upon which it desires to sell the same, and the other Partners shall, within [MENTION DURATION OF RESPONSE] days of receipt of the notice, notify the Selling Partner in writing whether it wishes to purchase such interest at the price and on the terms set forth in the notice. If the other Partner elects to purchase such interest, the Selling Partner shall be bound to convey, assign, or otherwise transfer such interest to the Interested Partner promptly thereafter at such price and on such terms. If Interested Partner elects not to purchase such interest or fails to give notice of its intention within the [MENTION DURATION OF RESPONSE] period, the Selling Partner shall be free to convey, assign, or otherwise transfer such interest to the third party at a price not less than stated in the notice or on terms more favorable than those stated in the notice. Any conveyance by the Selling Partner to a third party shall be subject to the terms of this Agreement. If the Selling Partner shall not have so disposed of such interest to said third party within [MENTION DURATION TO DISPOSE THE INTERESTS] days after receipt of notice that the Interested Partner elects not to exercise its right of first refusal or after expiration of that party's [MENTION DURATION OF RESPONSE] period within which to give notice, the provisions of this Section shall again apply to the disposition by the Selling Partner of any such interest.
14. PROPRIETARY RIGHTS:
    1. The Partners hereby acknowledge and agree that the Property, including, without limitation, the Existing Contracts and all copyrights, trade secrets, know-how, patents, trademarks and all other intellectual property rights embodied therein (collectively, the "PROPRIETARY RIGHTS"), is and at all times shall be the property of the Partnership. The Partnership shall have the right to use and exploit the Proprietary Rights in all manner and media whatsoever, including, without limitation, as computer software, as laser discs, as CD-ROM's, in print form, in electronic media, in audio books and as consumer and other products.
    2. The Partners hereby agree that, except as expressly permitted in this Agreement, they shall not at any time use, copy, disclose to any third party, license, transfer or otherwise exploit the Proprietary Rights in any manner whatsoever without the express written consent of all of the Partners, which consent may be withheld for any or no reason. Furthermore, the Partners hereby agree that they shall, at all times, maintain the confidentiality of the Proprietary Rights and the fact that Partnership is pursuing development of the Proprietary Rights, except as necessary to conduct the Business.
    3. The Partners hereby agree that all copyrightable material generated or developed by the Partners or the Partnership in connection with the Proprietary Rights or otherwise pursuant to this Agreement are "works made for hire" and that such material shall, at all times, be the property of the Partnership; provided, however, that the Managing Partner may make individual exceptions to this policy in accordance with past practice. To the extent that any such copyrightable material may not, under applicable law, be considered "works made for hire," the Partners hereby assign, transfer and convey to the Partnership the ownership of all copyrights in such materials to the extent held by the Partners, without the necessity of further consideration, and the Partnership shall be entitled to obtain and hold in its own name all copyrights with respect to such materials. Furthermore, the Partners hereby transfer, convey, grant, assign and relinquish exclusively to the Partnership whatever right, title and interest in and to the Proprietary Rights that the Partners may have under any and all patent, copyright, trademark and trade secret laws, in perpetuity or for the longest period otherwise permitted by applicable law.
15. DISSOCIATION OF A PARTNER:
    1. Voluntary Withdrawal:
       1. Neither Partner shall voluntarily withdraw from the Agreement for a period of [INSERT DURATION OF VOLUNTARY WITHDRAWAL FROM THE AGREEMENT] months from the execution date of this Agreement (the "Prohibited Withdrawal Period"). Where Partners withdraw prior to the end of that Prohibited Withdrawal Period, that Partner shall be subject to penalties that reasonably reflect the damages done to the Agreement caused by the withdrawal of the Dissociated Partner prior to the end of the Prohibited Withdrawal Period including, but not limited to, loss of Agreement earnings. After the expiration of the Prohibited Withdrawal Period, Partners (the "Dissociated Partner") shall have the right to voluntarily withdraw from the Partnership at any time. Written notice of intention to withdraw must be served upon the remaining Partners at least [INSERT TIME OF NOTICE FOR WITHDRAWAL FROM PARTNERSHIP] months prior to the withdrawal date. The withdrawal of that Dissociated Partner shall result in the dissolution of the Agreement. It remains incumbent on the Dissociated Partner to exercise the right to withdraw in good faith and to minimize any present or future harm done to the remaining Partners as a result of the withdrawal.
    2. Involuntary Withdrawal:
       1. Events leading to the involuntary withdrawal of a Managing Partner and/or Partner (the "Dissociated Partner") from the Agreement shall include but not be limited to:
          1. Partner incompetence; breach of fiduciary duties by a Partner;
          2. Operation of Law against a Partner or a legal judgment against a Partner that can reasonably be expected to bring the business or societal reputation of the Agreement into disrepute.
       2. Expulsion of a Partner can also occur on application by the Agreement or another Partner, where it has been judicially determined that the Partner or its representatives:
          1. has engaged in wrongful conduct that adversely and materially affected the Agreement's business;
          2. has willfully or persistently committed a material breach of this Agreement or of a duty owed to the Agreement or to the other Partners;
          3. or has engaged in conduct relating to the Agreement's business that makes it not reasonably practicable to carry on the business with the Partner.
          4. The withdrawal of such a Partner shall result in the dissolution of the Agreement.
       3. In case of involuntary removal, the Partner to be removed will be given with a notice of [INSERT NOTICE PERIOD FOR THE PARTNER TO BE REMOVED] and if the Partner to be removed is able to cure the breach in that notice period then the Partnership shall take reasonable measures to ensure that the Partner to be removed is not removed. After its exit the Remaining Partners will be given a period of [MENTION DURATION TO MANAGE REMOVED PARTNER’S DUES] to manage the outstanding dues and payments to the removed partner and settle its records accordingly.
       4. Where the dissociation of a Partner for any reason results in the dissolution of the Agreement then the Partnership shall proceed in a reasonable and timely manner to dissolve the Partnership, with all debts being paid first, prior to any distribution of the remaining funds.
       5. The remaining Partners retain the right to seek damages from a dissociated Partner where the dissociation resulted from a malicious or criminal act by the dissociated Partner or where the dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Partnership or to the reputation of the Partnership.
       6. In case either Partner withdraws due to its death or incapacity or disability then its share will be assigned to that Partner’s legal heir or descendant.
16. DISSOLUTION:
    1. This Agreement may be dissolved only with the unanimous consent of the Partners.
17. DISTRIBUTION OF PROPERTY ON DISSOLUTION OF PARTNERSHIP:
    1. Upon Dissolution of the Partnership and liquidation of Partnership Property, and after payment of all selling costs and expenses, the liquidator will distribute the Partnership assets to the following groups according to the following order of priority:
       1. In satisfaction of liabilities to creditors except Partnership obligations to current Partners;
       2. In satisfaction of Partnership obligations to current Partners to pay debts; and
       3. To the Partners in proportion to their respective Profit and Loss sharing ratios.
    2. The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Partnership assets after liabilities or any insufficiency in Partnership assets in resolving liabilities under this section will be resolved by the Partners in proportion to the respective Profit and Loss sharing ratios of each Partner as set out in this Agreement.
18. VALUATION OF INTEREST:
    1. In the absence of a written agreement setting a value, the value of Partnership will be based on the fair market value appraisal of all Partnership assets (less liabilities) determined in accordance with generally accepted accounting procedures. This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner’s interest will be based on the proportion of their respective profit and Loss sharing ratio less any outstanding liabilities the withdrawing Partner may have to the Partnership. The intent of this section is to ensure the survival of the Partnership despite the withdrawal of any individual Partner.
19. TITLE TO PARTNERSHIP PROPERTY:
    1. Title to all Partnership Property shall remain in the name of the Partnership. No Partner or group of Partners shall have any ownership interest in such Partnership Property in whole or in part.
20. ACTIONS REQUIRING UNANIMOUS CONSENT OF THE PARTNERS:
    1. The following list of actions will require the unanimous consent of all Partners:
       1. Committing the Partnership to total liabilities or obligations over [AMOUNT OF TOTAL LIABILITY];
       2. Incurring single expenditures that exceed [EXCEEDING AMOUNT OF SINGLE EXPENDITURE];
       3. Selling or encumbering of any Partnership asset whose fair market value exceeds [EXCEEDING AMOUNT OF SELLING ASSETS];
       4. Possessing Partnership property, or assigning property rights of Partnership Property, for other than a Partnership purpose;
       5. Endangering the ownership or possession of Partnership Property; and
       6. Assigning check signing authority.
       7. Any losses incurred as a result of a violation of this section will be charged to and collected from the Individual Partner incurring the loss.
       8. Admitting New Partner.
21. DUTY OF LOYALTY:
    1. No Partner shall engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership unless the other Partners give a written consent. Any potential conflicts of interest shall be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the other Partner. A withdrawing Partner shall not carry on a similar business to the business of the Partnership within any established or contemplated market regions of the Partnership for a period of at least [ MENTION NON-COMPETITION DURATION] years after the date of withdrawal.
22. FORBIDDEN ACTS:
    1. No Partner shall do any act in contravention of this Agreement.
    2. No Partner shall permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Partner in the Partnership.
    3. No Partner shall do any act that would make it impossible to carry on the ordinary business of the Partnership.
    4. No Partner shall confess a judgment against the Partnership.
    5. No Partner shall have the right or authority to bind or obligate the Partnership to any extent with regard to any matter outside the intended purpose of the Partnership.
    6. Any violation of the above Forbidden Acts shall be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the other Partner.
23. INDEMNIFICATION:
    1. All partners shall be indemnified and held harmless by the Partnership from and against any and all claims of any nature, whatsoever, arising out of a Partner's participation in Partnership affairs. A Partner shall not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the Partner or the breach by the Partner of any provisions of this Agreement.
24. LIABILITY:
    1. A Partner shall not be liable to the Partnership, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.
25. HEADINGS:
    1. Headings are inserted for the convenience of the Partners only and are not to be considered while interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
26. SEVERABILITY:
    1. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Partners intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.
27. MODIFICATIONS:
    1. Any modifications to the present Agreement shall be made after the written approval of all the Partners of the Partnership firm.
28. BINDING EFFECT:
    1. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives.
29. NOTICES:
    1. Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Partners at the addresses contained in this Agreement or as the parties may later designate in writing at the address provided by the Partners.
30. SUCCESSORS:
    1. This agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this agreement.
31. GOVERNING LAW AND JURISDICTION:
    1. This agreement shall be construed and enforced in accordance with the laws of [MENTION THE COUNTRY].
    2. The Partners submit to the jurisdiction of the courts of [MENTION LOCATION] for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
32. MEDIATION AND ARBITRATION:
    1. In the event a dispute arises out of or in connection with this Agreement, the Partners shall attempt to resolve the dispute through friendly consultation.
    2. If the dispute is not resolved within a period of 30 days, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of [MENTION THE ARBITRATION’S STATE/COUNTRY]. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within [MENTION THE JURISDICTION].
33. TERMINATION:
    1. Either Partner shall have the right to terminate this agreement prior to the expiration of the term, provided written notice of intention to terminate is given to the other Partner at least [MENTION TERMINATION NOTICE PERIOD] prior.
34. ENTIRE AGREEMENT:
    1. This Agreement contains the entire agreement between the Partners. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Partner to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement shall bind the Partners.

IN WITNESS WHEREOF the Partners have duly affixed their signatures under hand and seal

Signed, Sealed and Delivered on behalf of Partner 1

Name:[NAME OF PARTNER 1/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTNER 1]

Signed, Sealed and Delivered on behalf of Partner 2

Name: [NAME OF PARTNER 2/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTNER 2]