(To be executed on Non-Judicial Stamp Paper of appropriate value as per the State Stamp Act)

PARTNERSHIP DEED

FOR A DIGITAL MARKETING COMPANY

THIS DEED OF PARTNERSHIP is made and entered into on this {{agreement_day}} day of {{agreement_month}}, {{agreement_year}}

BETWEEN:

{{partner_one_name}}, son/daughter of {{partner_one_father_husband_name}}, residing at {{partner_one_address}}, bearing PAN: {{partner_one_pan}} and Aadhaar No. {{partner_one_aadhaar}} (hereinafter referred to as "Partner 1", which expression shall unless repugnant to the context or meaning thereof, include his/her heirs, executors, administrators, and assigns) of the FIRST PART;
AND
{{partner_two_name}}, son/daughter of {{partner_two_father_husband_name}}, residing at {{partner_two_address}}, bearing PAN: {{partner_two_pan}} and Aadhaar No. {{partner_two_aadhaar}} (hereinafter referred to as "Partner 2", which expression shall unless repugnant to the context or meaning thereof, include his/her heirs, executors, administrators, and assigns) of the SECOND PART;

(Partner 1 and Partner 2 hereinafter collectively referred to as "the Partners" and individually as "Partner")

WHEREAS:

The Partners are desirous of carrying on the business of digital marketing in partnership.
The Partners have mutually agreed to enter into a partnership in accordance with the terms and conditions hereinafter appearing.
The Partners deem it expedient to reduce the terms and conditions of the Partnership into writing to avoid future disputes and for better management of the business.

NOW, THIS DEED WITNESSETH AS FOLLOWS:

1. NAME AND NATURE OF BUSINESS

1.1 The name and style of the partnership firm shall be "{{firm_name}}" (hereinafter referred to as "the Firm").

1.2 The principal place of business of the Firm shall be situated at {{firm_registered_address}} or such other place as the Partners may from time to time mutually agree upon.

1.3 The business of the partnership shall be to carry on all activities related to digital marketing, including but not limited to, Search Engine Optimization (SEO), Social Media Marketing (SMM), Pay-Per-Click (PPC) advertising, Content Marketing, Email Marketing, Website Design and Development, Online Reputation Management (ORM), Analytics and Reporting, and any other related services in India or abroad, and generally to do all such acts, deeds, matters, and things as are incidental or conducive to the attainment of the above objects.

2. COMMENCEMENT OF BUSINESS

The business shall commence from {{business_commencement_date}}.

3. DURATION OF PARTNERSHIP

The partnership shall be {{partnership_duration_type}} unless dissolved earlier in accordance with the provisions of this Deed or the Indian Partnership Act, 1932.

4. CAPITAL CONTRIBUTION

4.1 The initial capital of the Firm shall be INR {{total_initial_capital}}/- (Indian Rupees {{total_initial_capital_words}} Only).

4.2 The Partners shall contribute to the capital of the Firm as follows:

Partner 1: INR {{partner_one_capital_contribution}}/- (Indian Rupees {{partner_one_capital_contribution_words}} Only)
Partner 2: INR {{partner_two_capital_contribution}}/- (Indian Rupees {{partner_two_capital_contribution_words}} Only)

4.3 Further capital contributions, if required, shall be mutually agreed upon by the Partners.

5. PROFIT AND LOSS SHARING

The net profits and losses of the business shall be shared by and borne by the Partners in the following proportion:

Partner 1: {{partner_one_profit_share}}%
Partner 2: {{partner_two_profit_share}}%

6. BANK ACCOUNT

A joint bank account shall be opened in the name of the Firm with a scheduled commercial bank, and all receipts and payments of the Firm shall be routed through this account. The mode of operation of the bank account shall be {{bank_account_operation_mode}}.

7. MANAGEMENT AND RESPONSIBILITIES

7.1 Both Partners shall be working partners and shall devote their time and attention to the business of the Firm. They shall have equal rights in the management and control of the Firm's business.

7.2 Specific responsibilities shall be allocated as follows:

Partner 1 ({{partner_one_name}}): Shall primarily be responsible for {{partner_one_primary_responsibilities}}.
Partner 2 ({{partner_two_name}}): Shall primarily be responsible for {{partner_two_primary_responsibilities}}.

7.3 Any major policy decision, investment, or expenditure exceeding INR {{major_decision_threshold}}/- shall be taken only with the mutual written consent of both Partners.

8. DRAWINGS

Each Partner may draw from the Firm for his/her personal expenses a sum not exceeding INR {{monthly_drawing_limit}}/- (Indian Rupees {{monthly_drawing_limit_words}} Only) per month, subject to the availability of funds and mutual consent. Any drawings exceeding this limit shall require prior written consent of the other Partner.

9. ACCOUNTS

9.1 Proper books of accounts shall be maintained for the Firm's business, and these accounts shall be audited annually.

9.2 The accounting year of the Firm shall be from 1st April to 31st March each year.

10. INTEREST ON CAPITAL / LOANS / DRAWINGS

10.1 No interest shall be paid on the capital contributed by the Partners.

10.2 If any Partner advances a loan to the Firm, such Partner shall be entitled to interest at the rate of {{interest_on_loan_rate}}% per annum.

10.3 No interest shall be charged on drawings by the Partners.

11. REMUNERATION TO PARTNERS

Subject to the provisions of Section 40(b) of the Income Tax Act, 1961, and any amendments thereto, remuneration shall be paid to the working Partners as follows:

Partner 1: INR {{partner_one_remuneration}}/- (Indian Rupees {{partner_one_remuneration_words}} Only) per month.
Partner 2: INR {{partner_two_remuneration}}/- (Indian Rupees {{partner_two_remuneration_words}} Only) per month.

Any change in remuneration shall be mutually decided by the Partners.

12. ADMISSION OF NEW PARTNERS

No new Partner shall be admitted into the Firm without the prior written consent of all existing Partners.

13. RETIREMENT / DEATH OF PARTNER

13.1 Any Partner may retire from the Firm by giving not less than {{retirement_notice_period}} months' written notice to the other Partner(s).

13.2 In the event of death or retirement of a Partner, the Firm shall not be dissolved, but the surviving or continuing Partner(s) shall be entitled to carry on the business of the Firm.

13.3 The legal representatives of the deceased Partner or the retiring Partner shall be entitled to receive the amount standing to the credit of the Partner's capital and current accounts, after deducting any liabilities, as per the last audited balance sheet.

14. EXPULSION OF PARTNER

A Partner may be expelled from the Firm only if it is in the interest of the partnership business and with the consent of all other Partners, provided that such Partner is given a reasonable opportunity of being heard.

15. DISSOLUTION OF PARTNERSHIP

The Firm may be dissolved by mutual agreement of all Partners, or in accordance with the provisions of the Indian Partnership Act, 1932. Upon dissolution, the assets and liabilities of the Firm shall be realized and settled as per the provisions of the Act.

16. ARBITRATION

Any dispute or difference arising between the Partners concerning the business of the Firm, its interpretation, operation, or any matter whatsoever relating to the partnership, shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification thereof. The seat of arbitration shall be {{arbitration_seat_city}}.

17. GOVERNING LAW AND JURISDICTION

This Deed shall be governed by and construed in accordance with the laws of India. The Courts in {{jurisdiction_city}} shall have exclusive jurisdiction to entertain any suit or proceeding arising out of this Deed.

18. STAMP DUTY AND REGISTRATION

The stamp duty and registration charges on this Deed shall be borne by the Partners in equal proportion.

19. GENERAL CLAUSES

19.1 All expenses for drafting and registration of this Deed shall be borne by the Partners equally.

19.2 Any modifications or additions to this Deed shall be made in writing and signed by all Partners.

19.3 The provisions of the Indian Partnership Act, 1932, shall apply to this partnership wherever this Deed is silent.

IN WITNESS WHEREOF, the parties have executed this Deed on the day, month and year first above written.

___________________________

({{partner_one_name}})

Partner 1

___________________________

({{partner_two_name}})

Partner 2

WITNESSES:

Name: {{witness_one_name}}

Address: {{witness_one_address}}

Signature: ___________________________
Name: {{witness_two_name}}

Address: {{witness_two_address}}

Signature: ___________________________

Drafted by: {{drafter_name}}

Date: {{drafting_date}}

Harsh Aggarwal

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