[{"id":"c7de7349-06cf-4938-8cf3-98c40e1f7f30","order":1,"text":"PARTNERSHIP DEED","fontSize":"22","textAlign":"center","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"18eff3ef-df94-412a-ab36-44524df7436c","order":2,"text":"(Constituted under the Indian Partnership Act, 1932)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"b4b0b78b-c5ef-4fe5-9345-b3e4d0ffcdc1","order":3,"text":"This Deed of Partnership is made and executed at [Place of execution] on this [Day] day of [Month and year], on a non-judicial stamp paper of the requisite value as applicable in the State of [State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"db49e4db-5c14-4bf6-9d2f-5d8af2f23f89","order":4,"text":"BY AND BETWEEN","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08d14a79-c1b0-461a-b1e3-93a58866cc0f","order":5,"text":"(1) [Full name of First Partner], [S/o, D/o or W/o] [Father's / husband's name], aged about [Age] years, residing at [Residential address], an Indian inhabitant, holding PAN [PAN] and Aadhaar No. [Aadhaar number] (hereinafter referred to as the "First Partner");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fa6ea0d-2f2d-404b-925c-4f61a8fac10c","order":6,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6839fdf5-2489-4e0d-ac40-e658f090f94c","order":7,"text":"(2) [Full name of Second Partner], [S/o, D/o or W/o] [Father's / husband's name], aged about [Age] years, residing at [Residential address], an Indian inhabitant, holding PAN [PAN] and Aadhaar No. [Aadhaar number] (hereinafter referred to as the "Second Partner");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"acabf07a-2574-4e68-b071-3286ab696cbe","order":8,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="}]},{"id":"0b2705af-9270-47d1-bf9b-b42ca2ad8b76","order":9,"text":"(3) [Full name of Third Partner], [S/o, D/o or W/o] [Father's / husband's name], aged about [Age] years, residing at [Residential address], an Indian inhabitant, holding PAN [PAN] and Aadhaar No. [Aadhaar number] (hereinafter referred to as the "Third Partner");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="}]},{"id":"7281c8ab-5851-46ae-bd5f-53a629621f02","order":10,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="},{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"remove","operator":"="}]},{"id":"0b8cfba7-32be-4b85-ab27-71dfd02f8140","order":11,"text":"(4) [Full name of Fourth Partner], [S/o, D/o or W/o] [Father's / husband's name], aged about [Age] years, residing at [Residential address], an Indian inhabitant, holding PAN [PAN] and Aadhaar No. [Aadhaar number] (hereinafter referred to as the "Fourth Partner");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="},{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"remove","operator":"="}]},{"id":"7f5575ef-0693-4f20-af8d-05a4f2c18808","order":12,"text":"The First Partner and the Second Partner are hereinafter collectively referred to as the "Partners" and individually as a "Partner".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"add","operator":"="}]},{"id":"25d88a84-e347-4458-b418-6c031894bd8a","order":13,"text":"The First Partner, the Second Partner and the Third Partner are hereinafter collectively referred to as the "Partners" and individually as a "Partner".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"add","operator":"="}]},{"id":"7805a00b-a4d8-466c-94d8-8e853c2fd262","order":14,"text":"The First Partner, the Second Partner, the Third Partner and the Fourth Partner are hereinafter collectively referred to as the "Partners" and individually as a "Partner".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"4","type":"add","operator":"="}]},{"id":"b0bd9bb5-5e69-4158-bff6-d54d05e69930","order":15,"text":"WHEREAS the Partners are desirous of carrying on the business hereinafter described, in partnership, upon the terms and subject to the conditions set out in this Deed; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed264183-99bd-4a42-993e-605860c4cbd5","order":16,"text":"WHEREAS the Partners have agreed to reduce the terms of their partnership into writing so as to record their mutual rights, duties, obligations and liabilities, and to avoid any dispute or misunderstanding in the future;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bd9183f-144c-4d75-806b-a01c59e534de","order":17,"text":"NOW THIS DEED WITNESSETH and it is hereby agreed by and between the Partners as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"23a86685-f286-4899-92ae-56d209ff7fee","order":18,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"e310d867-0fc3-4ee9-8a48-cf24eba208c3","order":19,"text":"In this Deed, unless the context otherwise requires: (a) the "Firm" means the partnership firm constituted by this Deed; (b) the "Act" means the Indian Partnership Act, 1932, together with any statutory modification or re-enactment thereof; (c) the "Business" means the business described herein and any other business that the Partners may, by mutual consent in writing, agree to carry on; (d) "Capital" means the aggregate of the contributions made by the Partners as recorded in this Deed and in the books of the Firm; and (e) words importing the singular include the plural and vice versa, and words importing any gender include every gender.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73ac2c60-0cee-493d-916e-dc16cda94051","order":20,"text":"The headings in this Deed are for convenience only and shall not affect its construction or interpretation. Any reference to a statutory provision includes any subordinate legislation made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8c848d4-aaa0-4e8c-b14d-4c860805f64a","order":21,"text":"2. NAME OF THE FIRM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"4e126865-df6f-490a-a58f-ccd6f7e16e95","order":22,"text":"The Partners shall carry on the Business under the name and style of "[Name of the Firm]", or under such other name as the Partners may from time to time mutually agree upon in writing, subject to such name being permissible under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8b3aedf-8dbc-4a1b-b12f-0ad41ca9f3a9","order":23,"text":"3. BUSINESS OF THE FIRM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"8efefc2d-a477-4093-90b4-17d65141b771","order":24,"text":"The Business of the Firm shall be that of [Nature of business], together with all activities ancillary or incidental thereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7214af22-1cad-42ac-9ad5-1baa50bb52c3","order":25,"text":"The Partners may, by mutual consent recorded in writing, extend, alter, restrict or discontinue any line of the Business, or commence any additional or allied business, and any such business so carried on shall be deemed to be the Business of the Firm governed by this Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc1a7041-8138-4ff3-9923-d053fa53c69a","order":26,"text":"4. PRINCIPAL PLACE OF BUSINESS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"ccbe6563-f428-4c14-920a-ad4cb652cd9d","order":27,"text":"The principal place of business of the Firm shall be situated at [Principal place of business], and the Firm may carry on its Business at such other place or places, including by way of branches, as the Partners may from time to time mutually decide.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa30062c-55c8-4919-8a43-0832d141d7da","order":28,"text":"5. COMMENCEMENT AND DURATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"f98287bb-3cac-4311-b4bd-29116c7db7c2","order":29,"text":"The partnership shall be deemed to have commenced on [Date of commencement] and shall continue with effect from that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"301d69ca-0400-4ad8-b68d-cce9a247a5b6","order":30,"text":"The partnership shall be a partnership at will within the meaning of the Act, and shall continue until determined in accordance with the provisions of this Deed or the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ff5231ec-162a-4093-877b-63ba01a12bea","value":"atwill","type":"add","operator":"="}]},{"id":"568397dc-396d-4bd1-bfb4-c50549aa18f7","order":31,"text":"The partnership shall subsist for a fixed term of [Duration of the term] from the date of commencement, unless sooner determined in accordance with the provisions of this Deed. Upon the expiry of the said term, the partnership may, by mutual consent of the Partners, be continued upon the same terms, in which event it shall thereafter be deemed to be a partnership at will.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ff5231ec-162a-4093-877b-63ba01a12bea","value":"fixed","type":"add","operator":"="}]},{"id":"99858a3a-5837-4f97-93dc-94bc60588c56","order":32,"text":"6. REPRESENTATIONS AND WARRANTIES OF THE PARTNERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S06"},{"id":"5315fede-b95f-4b3d-a5f8-2f4344bf3d1d","order":33,"text":"Each Partner represents, warrants and undertakes to the other Partners that he or she is a major and of sound mind, is competent to contract under the Indian Contract Act, 1872, and is not disqualified from being a partner by any law for the time being in force; that he or she has not been adjudged an insolvent and no insolvency proceedings are pending or threatened against him or her; that the capital and other funds contributed or to be contributed by him or her to the Firm have been derived from lawful sources and are not the proceeds of any unlawful activity within the meaning of the Prevention of Money-Laundering Act, 2002; and that he or she shall observe and comply with all applicable laws in the conduct of the Business and shall extend full co-operation in obtaining and maintaining the Permanent Account Number, registration under the Goods and Services Tax laws and all other registrations and licences required for the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d8c4ccef-e09d-4817-bfa3-7730a0d0797a","order":34,"text":"7. CAPITAL OF THE FIRM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"1ede958b-fd99-4446-83c5-637ba418e8dc","order":35,"text":"The initial capital of the Firm shall be contributed by the Partners in cash or in kind, in the amounts set out below, and shall be credited to their respective capital accounts in the books of the Firm:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b12d6a2-f3c3-4791-99af-e9d796de2180","order":36,"text":"— the First Partner shall contribute a sum of Rs. [Capital contribution of First Partner];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78d14459-bd5f-4fbb-9ebc-8152dd8398c3","order":37,"text":"— the Second Partner shall contribute a sum of Rs. [Capital contribution of Second Partner];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8dfb5c5a-12f3-4212-ab79-326cad0e99f0","order":38,"text":"— the Third Partner shall contribute a sum of Rs. [Capital contribution of Third Partner];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="}]},{"id":"e1486f34-5f29-45c3-aae7-705b516ce397","order":39,"text":"— the Fourth Partner shall contribute a sum of Rs. [Capital contribution of Fourth Partner];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="},{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"remove","operator":"="}]},{"id":"8f4ad236-e80c-4157-9d2a-86591878f95b","order":40,"text":"Where any contribution is made in kind, the value thereof shall be as mutually agreed by the Partners and recorded in the books of the Firm, and the contributing Partner warrants that he or she has clear and marketable title to the property so contributed and that the same is free from all encumbrances. The capital of the Firm may, from time to time, be increased or reduced, and further capital may be introduced by the Partners, in such manner and proportions as the Partners may mutually agree in writing. No Partner shall withdraw any part of his or her capital contribution except in accordance with this Deed or with the consent of all the Partners.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84e4f071-e6d6-4310-8fa4-4d7ed505d2b3","order":41,"text":"8. CURRENT ACCOUNTS, PARTNERS' LOANS AND RESERVES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"dc54aece-a91d-4714-a919-407730c23411","order":42,"text":"A separate current account shall be maintained in the books of the Firm for each Partner, to which shall be credited his or her share of profits, interest (if any) and remuneration (if any), and to which shall be debited his or her drawings and his or her share of losses. The Partners may, before distribution of profits, set apart out of the net profits of any year such sums as they may by mutual consent consider prudent to a general reserve or to any specific reserve or provision for the purposes of the Business, and such reserves shall belong to the Partners in their profit-sharing proportions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c05752fa-3e7d-4c4a-b4e3-068cf2b13514","order":43,"text":"9. INTEREST ON CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"aec1b671-0a20-425b-a8d3-83e11415db2b","value":"yes","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"5bd8c7d8-a379-41c8-97a8-e56f3e3aac0c","order":44,"text":"Interest shall be payable to each Partner on the balance standing to the credit of his or her capital account at the rate of [Rate of interest on capital] per cent per annum, or at such other rate as may be permissible under the Income-tax Act, 1961, whichever is lower. Such interest shall be computed and credited at the close of each financial year before ascertaining the divisible profits of the Firm, and shall be treated as an expense of the Firm. Where in any financial year the Firm has incurred a loss or has insufficient profits, the Partners may, by mutual consent, decide not to provide such interest, or to provide it in part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aec1b671-0a20-425b-a8d3-83e11415db2b","value":"yes","type":"add","operator":"="}]},{"id":"7bb96428-c82b-4934-802e-03f76bab3392","order":45,"text":"10. SHARING OF PROFITS AND LOSSES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"ca409798-e832-447c-a13b-13511f017a74","order":46,"text":"The net profits of the Firm remaining after providing for all working expenses, interest and remuneration (if any) payable under this Deed, and after making such provisions and reserves as the Partners may consider prudent, and the losses of the Firm including loss of capital, shall be divided between and borne by the Partners in the following proportions:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db41f309-3c25-43a0-a055-dfcbdf2f2734","order":47,"text":"— the First Partner: [Profit share of First Partner] per cent;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d27b3bdc-eb48-4463-a4c6-031829db2c97","order":48,"text":"— the Second Partner: [Profit share of Second Partner] per cent;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f53d1417-cbe7-4e57-a659-ee5d5f7b84ac","order":49,"text":"— the Third Partner: [Profit share of Third Partner] per cent;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="}]},{"id":"fdc01506-4e71-4e0b-919b-7d6d4c186e0a","order":50,"text":"— the Fourth Partner: [Profit share of Fourth Partner] per cent;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="},{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"remove","operator":"="}]},{"id":"e2daba77-f880-4770-be32-c0eaf23e648f","order":51,"text":"The Partners confirm that the aggregate of the above shares amounts to one hundred per cent. The said proportions may be varied only by a supplemental deed executed by all the Partners.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c8598fd4-3ae9-480d-8663-5026c0f26569","order":52,"text":"11. DRAWINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"399e81b2-ba3f-4100-96bf-17f9613f94f1","order":53,"text":"Each Partner shall be entitled to draw, on account of his or her share of the anticipated profits, such sums and at such intervals as the Partners may from time to time mutually agree, and such drawings shall be debited to the respective Partner's current account. No Partner shall draw any sum in excess of the amount so agreed without the prior consent of the other Partners. If, upon the ascertainment of profits at the close of any financial year, it is found that a Partner has drawn in excess of his or her share, the excess shall forthwith be refunded by that Partner to the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f73a6ea-b23d-4212-ac36-950a7d1a48a5","order":54,"text":"12. REMUNERATION OF WORKING PARTNERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"6d7c1101-5424-43be-bfe1-6f026a0efc8f","value":"yes","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"bfeb6c1f-5b00-4e2d-ab38-0000147eddab","order":55,"text":"Such of the Partners as are actively engaged in the conduct of the Business (the "Working Partners") shall be entitled to remuneration for their services to the Firm. The amount of such remuneration, the manner of its computation and its allocation among the Working Partners shall be as mutually agreed by the Partners, subject always to the limits prescribed under section 40(b) of the Income-tax Act, 1961, as amended from time to time; and where the remuneration so agreed exceeds the amount allowable under the said section, it shall stand restricted to the maximum amount so allowable. The remuneration payable under this clause shall be treated as an expense of the Firm and shall be debited to the profit and loss account before arriving at the divisible profits. The Partners may, by mutual consent, revise the quantum of such remuneration with effect from the commencement of any financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6d7c1101-5424-43be-bfe1-6f026a0efc8f","value":"yes","type":"add","operator":"="}]},{"id":"783f33c5-87ba-4b93-8a43-25a51bcea317","order":56,"text":"13. BANK ACCOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"906c1714-015a-4a9b-95a0-21666a307561","order":57,"text":"The Firm shall maintain one or more bank accounts in the name of the Firm with such bank or banks as the Partners may decide. All moneys received by or on behalf of the Firm shall be paid into such account(s), and the account(s) shall be operated in such manner, and by such Partner(s), jointly or severally, as the Partners may from time to time resolve and intimate to the bank in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbaee62c-3b3d-40a7-9516-b767e24da245","order":58,"text":"14. BOOKS OF ACCOUNT, AUDIT AND TAXATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"465a62d0-5be5-44a6-8e11-58f2952067ac","order":59,"text":"The Firm shall keep or cause to be kept proper and complete books of account, recording all transactions of the Firm, at the principal place of business, and every Partner shall have free access to inspect and take copies of the same. The financial year of the Firm shall end on the 31st day of March in each year, or on such other date as may be required under applicable law. As soon as practicable after the close of each financial year, the accounts of the Firm shall be made up, and a balance sheet and profit and loss account shall be prepared, audited where required by law, and signed by all the Partners; once so signed, the same shall be binding on the Partners save in the case of manifest error discovered within six months.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3522c0cf-9c69-4579-bb8b-009faccd2e1d","order":60,"text":"The Firm shall obtain a Permanent Account Number and, where applicable, a Tax Deduction and Collection Account Number, shall obtain registration under the Goods and Services Tax laws and any other applicable fiscal statute, and shall duly file all returns and pay all taxes, duties and statutory dues within the time prescribed by law. The Partners shall be assessed to income-tax in the status of a partnership firm, and the share of profit received by a Partner from the Firm shall be dealt with in accordance with the Income-tax Act, 1961.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6c165dc-d043-48ee-9a28-9854d6b3ecd3","order":61,"text":"15. PROPERTY AND ASSETS OF THE FIRM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"3af1ac1d-d4a8-418d-9003-5d14c6521966","order":62,"text":"All property, assets, stock-in-trade, book debts and rights acquired with the funds of the Firm or in the course of the Business, whether movable or immovable, and all goodwill, trade marks, trade names, copyrights, designs and other intellectual property created, acquired or used in connection with the Business, shall be the exclusive property of the Firm and shall be held by the Partners in their profit-sharing proportions. Any immovable property of the Firm shall, where the Partners so decide, be acquired and held in the name of the Firm or of one or more Partners in trust for the Firm, and no Partner shall have any individual right, title or interest in any such property otherwise than as a Partner. Every Partner shall, upon ceasing to be a Partner, execute all such documents as may be necessary to vest or confirm the title of the Firm or the continuing Partners in such property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d80d2f8-593c-41f7-bc4f-4e89f7537d13","order":63,"text":"16. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S16"},{"id":"47930960-f116-4fb6-bd67-4ac5a2776be3","order":64,"text":"The Firm shall, to the extent the Partners consider prudent, keep insured the property and assets of the Firm against fire, theft and such other risks as are usual for a business of this nature, and may effect such policies of public liability, professional indemnity or key-person insurance as the Partners may from time to time decide. The premia in respect of all such policies shall be borne by the Firm as an expense of the Business, and the benefit of all such policies shall belong to the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c5ff985-ee43-4622-802f-6ae6bd462737","order":65,"text":"17. MANAGEMENT, RIGHTS AND DUTIES OF PARTNERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"c759f6c2-9181-4dca-aaa1-89f6e22dc31f","order":66,"text":"Each Partner shall be just and faithful to the other Partners in all transactions relating to the Firm, shall devote such time and attention to the Business as may be required for its proper conduct, and shall diligently and to the utmost of his or her ability carry on the Business for the greatest common advantage of the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f13c05b8-4ddb-4600-b053-eca64ec065c6","order":67,"text":"Every Partner shall render true accounts and full information of all things affecting the Firm to the other Partners, shall hold and use the property of the Firm exclusively for the purposes of the Firm, and shall account to the Firm for any benefit derived by him or her from any transaction of the Firm or from the use of the property, name or business connection of the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43822e85-f2b0-40cd-b70b-e11c42da2f80","order":68,"text":"All matters in the ordinary course of the Business shall be decided by a majority of the Partners; provided that no change in the nature of the Business, no admission of a new partner, no alteration of the profit-sharing ratio, no disposal of the goodwill or of any substantial asset of the Firm, no acquisition or alienation of any immovable property, and no act outside the ordinary course of the Business shall be undertaken save with the consent of all the Partners.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8d35f55-351a-4130-a812-b4b83394bdff","order":69,"text":"18. RESTRICTIONS ON PARTNERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S18"},{"id":"5351a516-16f3-4573-8755-ee6ccf83688b","order":70,"text":"No Partner shall, without the prior consent in writing of all the other Partners: (a) engage or be concerned, directly or indirectly, in any business competing with the Business of the Firm; (b) lend any money or deliver any goods of the Firm on credit to any person whom the other Partners have previously in writing forbidden to trust; (c) stand surety or give any guarantee on behalf of the Firm or pledge the credit of the Firm otherwise than in the ordinary course of the Business; (d) draw, accept or endorse any negotiable instrument on behalf of the Firm save in the ordinary course of the Business; (e) assign, mortgage or charge his or her share or interest in the Firm to any person; or (f) compromise or release any debt due to the Firm otherwise than upon receipt of the full amount thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a864815-9d9d-40a1-b12f-7871be0baaf1","order":71,"text":"19. BORROWING AND LOANS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S19"},{"id":"3d8c0cb3-3cce-4c73-ba38-8fd24a2777b7","order":72,"text":"The Firm may, by mutual consent of the Partners, borrow moneys for the purposes of the Business from any bank, financial institution or other person, with or without security over the assets of the Firm. Where any Partner advances any sum to the Firm beyond his or her agreed capital contribution, such advance shall, unless otherwise agreed, carry interest at such rate as may be mutually agreed and as is permissible under the Income-tax Act, 1961, and shall be repayable in priority to the capital of the Partners but after the discharge of the debts of the Firm to third parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d24f0bb9-5d59-4594-9d04-a6f47f2fb4bd","order":73,"text":"20. GOODWILL AND ITS VALUATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S20"},{"id":"a1ab71d4-9eb1-4164-bbfb-58c3792ae874","order":74,"text":"The goodwill of the Firm shall belong to all the Partners in the same proportion as their respective shares in the profits of the Firm. Upon the retirement, expulsion, death or insolvency of any Partner, or upon the dissolution of the Firm, the goodwill shall be valued as on the relevant date in such manner as the Partners may mutually agree or, in the absence of agreement, by an independent chartered accountant appointed by the Partners (or, failing agreement on such appointment, nominated by the President for the time being of the Institute of Chartered Accountants of India), whose valuation shall, save in the case of fraud or manifest error, be final and binding; and unless the Partners otherwise agree, such valuation shall be made on the basis of the average of the net profits of the Firm for the three financial years immediately preceding the relevant date. The value so ascertained shall be brought into and dealt with in the settlement of accounts accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7911eada-43a9-4603-81ee-5156ed66f5e3","order":75,"text":"21. ADMISSION OF A NEW PARTNER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S21"},{"id":"a3eff975-a797-4131-805b-920797b180d7","order":76,"text":"No new partner shall be admitted into the Firm save with the consent of all the existing Partners. Upon admission, the incoming partner shall execute a supplemental deed agreeing to be bound by the terms of this Deed as then in force, save as varied by such supplemental deed, and the capital contributions and profit-sharing proportions of all the Partners shall be re-adjusted as mutually agreed and recorded in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"305f32f6-7db1-4190-8c4e-0be56abd96e6","order":77,"text":"22. RETIREMENT OF A PARTNER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S22"},{"id":"e351c7c7-b695-4e0e-acce-71b74c88fe17","order":78,"text":"Any Partner may retire from the Firm by giving to the other Partners not less than [Notice period for retirement] prior notice in writing of his or her intention to do so, or at any time with the consent of all the Partners. Upon such retirement, the Firm shall not stand dissolved as between the continuing Partners, who shall be entitled to continue the Business under the same or any other name; and the retiring Partner shall be entitled to be paid the amount standing to the credit of his or her capital and current accounts, together with his or her share of the value of the goodwill and of the undistributed profits up to the date of retirement, after deducting his or her share of the losses and liabilities of the Firm, such amount to be ascertained upon a settlement of accounts as on the date of retirement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c0b5b68-573f-4ee4-a9e5-74ee95e8dd01","order":79,"text":"The amount so found due to the retiring Partner shall be paid within [Period for settlement of accounts] from the date on which it is ascertained, together with interest thereon at a reasonable rate from the date of retirement until payment, unless the Partners otherwise mutually agree. The retiring Partner and the continuing Partners shall give public notice of the retirement as required under the Act, and the retiring Partner shall, until such public notice is given, remain liable as a partner to third parties for acts done by the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e3542fa3-f41b-4dd1-8ead-12f20f8f8f2e","order":80,"text":"23. DEATH OR INSOLVENCY OF A PARTNER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S23"},{"id":"622bf4de-179a-4486-aafb-45c6c93e2bc8","order":81,"text":"In the event of the death or adjudication as insolvent of any Partner, the Firm shall not be dissolved but shall continue to be carried on by the surviving or solvent Partners, and the share of the deceased or insolvent Partner shall be ascertained upon a settlement of accounts as on the date of such death or insolvency. The amount so found due, including his or her share of capital, undistributed profits and goodwill, shall be paid to the legal heirs, executors or representatives of the deceased Partner, or to the assignee of the insolvent Partner, as the case may be, within [Period for payment to heirs] from the date on which it is ascertained, together with interest at a reasonable rate from the date of death or insolvency until payment. The legal heirs or representatives of a deceased Partner shall not, by reason only of such payment, be entitled to be admitted as partners of the Firm, save with the consent of all the surviving Partners and upon execution of a supplemental deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c87208ba-2de5-4bb2-be04-3cee2edb2832","value":"continues","type":"add","operator":"="}]},{"id":"c01c3972-3b81-4560-a713-457421fb05dd","order":82,"text":"In the event of the death or adjudication as insolvent of any Partner, the Firm shall stand dissolved as from the date of such death or insolvency, and the assets and liabilities of the Firm shall be realised and discharged, and the accounts settled, in the manner provided in this Deed for dissolution; provided that the surviving or solvent Partners may, by mutual consent and upon such terms as may be agreed with the legal heirs or representatives of the deceased Partner or the assignee of the insolvent Partner, elect instead to continue the Business by taking over the share of the outgoing Partner at its ascertained value, payable within [Period for payment to heirs] from the date on which it is ascertained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c87208ba-2de5-4bb2-be04-3cee2edb2832","value":"dissolves","type":"add","operator":"="}]},{"id":"97a6cc4f-ff4f-4321-bbd5-70001221276c","order":83,"text":"24. INCAPACITY OR PROLONGED ABSENCE OF A PARTNER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S24"},{"id":"cef9231f-a272-4c08-81ed-f0d2d535b800","order":84,"text":"If any Partner is, by reason of illness, accident or any other cause, unable to attend to the Business for a continuous period exceeding [Incapacity period], the remaining Partners may carry on the Business and manage the affairs of the Firm during such period, and such incapacitated Partner shall continue to be entitled to his or her share of profits; provided that if the incapacity becomes permanent or continues beyond such further period as the Partners may consider reasonable, the remaining Partners may, by unanimous decision exercised in good faith, treat the same as a ground for retirement of the incapacitated Partner, in which event the provisions of this Deed relating to retirement shall apply mutatis mutandis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21386e7b-3b70-485e-9dc5-64ab757c8716","order":85,"text":"25. EXPULSION OF A PARTNER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S25"},{"id":"b34d056f-36f5-4cb2-b998-a0767e60ef95","order":86,"text":"A Partner may be expelled from the Firm by the unanimous decision of all the other Partners, exercised in good faith and in the interest of the Firm, where such Partner: (a) is guilty of any conduct which is likely to affect prejudicially the carrying on of the Business; (b) wilfully or persistently commits a breach of this Deed; (c) becomes of unsound mind or otherwise permanently incapable of performing his or her duties; or (d) is guilty of any conduct involving moral turpitude or fraud against the Firm. The accounts of an expelled Partner shall be settled in the same manner as those of a retiring Partner, and the provisions of this Deed relating to retirement shall apply mutatis mutandis, save that no Partner shall be expelled without first being given a reasonable opportunity of being heard.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23e2659a-c9e8-43ea-9dfc-d7baa6828d61","order":87,"text":"26. DISSOLUTION AND WINDING UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S26"},{"id":"75dd84b4-98b5-471d-b4d3-56f0dda1da6c","order":88,"text":"The Firm may be dissolved at any time by the mutual consent of all the Partners, and shall be dissolved in such other circumstances as are provided by this Deed or by the Act. Upon dissolution, the affairs of the Firm shall be wound up, the assets of the Firm (including its goodwill) shall be realised, and the proceeds shall be applied in the following order: (a) in paying the debts and liabilities of the Firm to third parties; (b) in repaying to each Partner rateably any advance made by him or her to the Firm as distinguished from capital; (c) in repaying to each Partner rateably the capital standing to his or her credit; and (d) the residue, if any, shall be divided among the Partners in the proportions in which they were entitled to share profits. Any deficiency of capital or losses shall be borne by the Partners in the same proportions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"271648ff-94c3-4819-bd8d-8ea097350d9c","order":89,"text":"27. INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S27"},{"id":"5636861c-4343-4f4e-a590-1a49ad663384","order":90,"text":"The Firm shall indemnify every Partner in respect of payments made and personal liabilities incurred by him or her in the ordinary and proper conduct of the Business, or in or about anything necessarily done for the preservation of the business or property of the Firm. Conversely, every Partner shall indemnify the Firm and the other Partners against any loss caused to the Firm by his or her fraud, wilful neglect or breach of this Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e51ed4d4-1479-4548-8657-28fb339f42a3","order":91,"text":"28. CONFIDENTIALITY AND NON-COMPETE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S28"},{"id":"c1ccbc23-e874-4c97-9a95-f3eb7e3a9e35","order":92,"text":"Each Partner shall keep confidential, both during the subsistence of the partnership and after ceasing to be a Partner, all trade secrets, client lists, business methods and other confidential information of the Firm, and shall not use or disclose the same save for the purposes of the Firm or as required by law. A Partner who ceases to be a partner shall not, for a period of [Non-compete period] and within [Non-compete territory], directly or indirectly carry on or be engaged in any business competing with the Business of the Firm, nor solicit the clients or employees of the Firm, to the extent that such restriction is reasonable and enforceable under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7efa109a-e3e5-42dd-85b5-45152e59f405","order":93,"text":"29. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S29"},{"id":"a2e2c45c-ccb6-41ef-84ad-2604b6b3ed15","order":94,"text":"Any notice required to be given under this Deed shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post with acknowledgement due, or sent by electronic mail, to the address of the Partner as recorded in this Deed or as last notified in writing to the Firm. A notice sent by registered post shall be deemed to have been received on the expiry of the third day following the date of posting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d4f513ac-d478-4ba4-b33b-843204b19756","order":95,"text":"30. AMENDMENTS AND SUPPLEMENTAL DEEDS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S30"},{"id":"6ed23929-92f3-420c-bb5b-4334cea8590a","order":96,"text":"No variation, amendment or addition to this Deed shall be valid or binding unless made in writing and executed by all the Partners by way of a supplemental deed, which shall be read as part of and together with this Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b4c57ed-509f-48c9-82d8-77fb736c86e2","order":97,"text":"31. REGISTRATION OF THE FIRM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"5f179032-a68b-459f-9fdf-b62692f9e0b1","value":"registered","type":"add","operator":"="}],"sectionNum":"S31"},{"id":"4327436f-2c12-4a93-b193-6f8e04e52725","order":98,"text":"The Partners shall cause the Firm to be registered with the Registrar of Firms of the State of [State of registration] under section 58 of the Act, and shall do all acts and things and execute all documents necessary for that purpose. The expenses of and incidental to such registration, and of any subsequent intimation of changes in the constitution of the Firm, shall be borne by the Firm. Each Partner undertakes to sign and verify the statement and all forms required for registration and for recording any change in the particulars of the Firm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f179032-a68b-459f-9fdf-b62692f9e0b1","value":"registered","type":"add","operator":"="}]},{"id":"68ea5a0a-87cf-45e6-afa7-a05834fd510a","order":99,"text":"32. DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S32"},{"id":"82ca47c9-3d1c-4408-b43f-f33b52035a3f","order":100,"text":"In the event of any dispute or difference arising between the Partners, or between any Partner and the legal heirs or representatives of a deceased Partner, touching this Deed or the affairs of the Firm or the construction or application thereof or the rights, duties or liabilities of any person hereunder, the parties to the dispute shall first endeavour to resolve the same amicably through mutual discussion, and failing such resolution within thirty (30) days, through mediation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50b6e7d0-a2b6-4f0a-b665-0bbda6ad0006","order":101,"text":"If the dispute is not resolved as aforesaid, it shall be referred to and finally resolved by arbitration by a sole arbitrator to be appointed by mutual consent of the parties to the dispute, in accordance with the provisions of the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof. The seat and venue of arbitration shall be [Seat of arbitration], the language of the arbitration shall be English, and the award of the arbitrator shall be final and binding on the parties. The courts at the seat of arbitration shall have exclusive jurisdiction to entertain any application in aid of or in connection with the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"598ed809-605d-47e9-8e98-e04f3876a7ff","value":"arbitration","type":"add","operator":"="}]},{"id":"26ec61e1-2490-4220-8a0d-e98fb5fbccac","order":102,"text":"If the dispute is not resolved amicably or through mediation as aforesaid, it shall be subject to the exclusive jurisdiction of the competent courts at [City of jurisdiction], and the Partners submit to the jurisdiction of such courts to the exclusion of all other courts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"598ed809-605d-47e9-8e98-e04f3876a7ff","value":"courts","type":"add","operator":"="}]},{"id":"913793fc-8616-4732-9eed-f0bbdbe76c8a","order":103,"text":"33. GOVERNING LAW AND JURISDICTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S33"},{"id":"05826515-630c-4c31-934d-8f29537d163e","order":104,"text":"This Deed shall be governed by and construed in accordance with the laws of India, and in particular the Indian Partnership Act, 1932, which shall apply to the partnership in respect of all matters not specifically provided for in this Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8aea57ac-c825-4e83-bbe8-714a51e5334e","order":105,"text":"34. STAMP DUTY AND COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S34"},{"id":"effc0f7a-5f73-4ab4-af19-52427dd2a894","order":106,"text":"This Deed has been executed on non-judicial stamp paper of the requisite value as applicable in the State in which it is executed. The stamp duty payable on this Deed, and all costs, charges and expenses of and incidental to the preparation, execution and (where applicable) registration of this Deed, shall be borne and paid by the Firm. This Deed is executed in as many counterparts as there are Partners, each Partner retaining one executed counterpart, and all such counterparts together shall constitute one and the same instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6bd132ee-cf00-453c-a820-23f4344f9cd8","order":107,"text":"35. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S35"},{"id":"0c12df80-81ee-4a3d-8de0-c8606ed81c0e","order":108,"text":"This Deed constitutes the entire agreement between the Partners with respect to the partnership and supersedes all prior arrangements, understandings and representations, whether oral or written, relating to its subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"884a4cbf-3a1c-4070-bca0-253206438dcf","order":109,"text":"If any provision of this Deed is or becomes invalid, illegal or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect, and the Partners shall negotiate in good faith to replace the severed provision with a valid provision achieving as nearly as possible its intended effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef6d55ab-a255-4801-a181-a313fc76b708","order":110,"text":"No forbearance, delay or indulgence by any Partner in enforcing any provision of this Deed shall prejudice or restrict the rights of that Partner, nor shall any waiver of any breach operate as a waiver of any subsequent or continuing breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ac89eef-a2ae-43ba-95d2-e5fc36fc0483","order":111,"text":"No Partner shall be liable for any failure or delay in the performance of his or her obligations under this Deed to the extent that such failure or delay is caused by any event beyond his or her reasonable control, including acts of God, war, civil disturbance, epidemic, pandemic or any restriction imposed by any governmental or statutory authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16eb80b2-25b8-4db4-aa60-b7bfe497e18d","order":112,"text":"IN WITNESS WHEREOF the Partners have hereunto set and subscribed their respective hands at [Place of execution] on the day, month and year first hereinabove written.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"20"},{"id":"729a425f-eca0-4300-9b18-213985fcc443","order":113,"text":"SIGNED AND DELIVERED by the within named Partners:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"aa5a2961-66ef-4905-84e9-d6cb4dd9a2c5","order":114,"text":"_____________________________ ([First Partner])","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"32840288-622d-4781-92c5-33f9ed23d142","order":115,"text":"_____________________________ ([Second Partner])","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2e5239ff-3293-4e4c-aa79-19139f64b334","order":116,"text":"_____________________________ ([Third Partner])","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="}]},{"id":"0fb28588-8b5a-4bee-a99a-ee15e02c33a2","order":117,"text":"_____________________________ ([Fourth Partner])","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"2","type":"remove","operator":"="},{"field":"9df0b65c-a261-497d-98bd-e99f55ae11a8","value":"3","type":"remove","operator":"="}]},{"id":"a31f4b56-ea11-41be-9a56-37d20aec3003","order":118,"text":"WITNESSES:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true,"marginTop":"20"},{"id":"c9a6ccb4-f179-47ee-91de-ca9e2c909904","order":119,"text":"(a) Name: [Name of first witness] Address: [Address of first witness] Signature: _______________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"71680dac-4b3b-4ecd-9778-7e3ffe421b4c","order":120,"text":"(b) Name: [Name of second witness] Address: [Address of second witness] Signature: _______________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]