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1. PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT (Agreement) is made on this the 01st
day of January, 2017 (.....day) and shall also be effective from the same date.
BETWEEN
……………….. (hereinafter referred to as “First Party”, which expression shall unless
repugnant to the context shall include its successors, permitted assignees and nominees; as the
case may be) of the ONE PART.
AND
……………. (hereinafter referred to as “Second Party”, which expression shall unless
repugnant to the context shall include its successors, permitted assignees and nominees; as the
case may be) of the OTHER PART.
Whereas, …….. and ………. shall be collectively referred to as the “Parties” and
individually as the “Party”; and
WHEREAS, the Parties have given their consent to make a partnership; and
WHEREAS, this PARTNERSHIP AGREEMENT shall be referred to as the
“Agreement”; and
WHEREAS, the Parties have agreed for the same and on the following terms and conditions;
NOW, THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. Name of Business
The parties hereby form a partnership firm under the name of……….. , referred to as …………”
henceforth.
2. Type of Business
The Firm will provide
………………………………………………………………………………………………………
…………………………………

2. 3. Place of Business
The registered office of the firm shall be at ……………., Bangladesh or such other place or
places as the parties choose to. To expand and to ensure smooth operation of business, the parties
may mutually decide to run a virtual office and/or to open an office anywhere in the world.
4. Term
The Partnership shall commence on the date of this Agreement and, unless sooner terminated in
accordance with this Agreement, shall continue until the termination of the Agreement
5. Capital
The partners shall contribute the capital of the partnership in cash as follows:
…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty Thousand Only)
…………. BDT 1,50,000 (Bangladeshi Taka; One Lac Fifty Thousand Only)
Total Capital: BDT 3,00,000 (Bangladeshi Taka; Three Lac Only)
In case, the partners decide to add more capital to the partnership firm, both the partners may
contribute to the capital.
The capital contributed by each partner shall be maintained at all times in the proportions in
which the partners share in the profit and losses of the partnership.
Neither partner shall withdraw any part of their capital amount without the mutual agreement
between the partners.
6. Profit and Loss
The net profit of the partnership shall be divided equally between the partners and the net losses
shall be borne equally by them.
All liabilities of the firm shall be borne, mitigated, and managed by both parties.
7. Salaries and Withdrawals
Neither partner shall receive any salary for services rendered to the partnership. Each partner
may, from time to time, withdraw a mutually agreed upon amount from the account.
8. Interest

3. No interest shall be paid on the initial contribution to the capital of the partnership or on any
subsequent contributions to the capital.
9. Partnership Duties and Restrictions
The partners shall have equal rights in the management of the partnership firm, and each partner
shall devote an adequate amount of time to the conduct of the business. The adequacy of the time
devoted by the partners shall have to be mutually agreed upon by the partners.
Without consent of the other partner, neither partner shall, on behalf of the partnership, borrow,
or lend money; or make, deliver, or accept any commercial paper; or execute any mortgage,
security agreement, bond, or lease; or purchase or contract to purchase; or sell or contract to sell
any property for or of the partnership other than the type of property bought and sold in the
regular course of its business.
10. Banking
All funds of the partnership shall be deposited in a bank account in the name of the Firm.
All withdrawals from this account are to be made upon checks signed by BOTH partners.
11. Books
The partnership books shall be maintained at the principal office of the partnership, and each
partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, and
shall be closed and balanced at the end of each fiscal year.
An audit of books and all accounts shall be made as of the closing date.
12. Transfer of Shares
In the event of death or physical disability of any member, the share or legal right of deceased or
disable partners will be transferred to their legal representatives or legal heirs under the
provisions of common laws in Bangladesh.
13. Non-Compete Agreement and Confidentiality
A partner of the firm shall not engage in any kind of business similar to this Firm. If any partner
is found to be engaged in similar business it shall be considered a breach of this Agreement.
All partners are also expected to abstain from disclosing the Firm’s internal information to
outside the partnership.
14. Management of Business

4. The management of the business shall be conducted at the mutual agreement of both the partners
in all circumstances. In case of dispute in this matter, the partners will resolve it amicably, either
mutually or in the presence of a mutual 3rd party mediator.
15. Signature
The partners, with the favor of the firm in mind, will mutually decide on the signatory authority
of all legal papers such as Customs Documents, Letter of Credit Documents, and other similar
documents. Only bank transactions are required to have signatures of both partners.
16. Admission of New Partners
A new partner may be admitted to the Firm, but only after written approval from all existing
partners. Any new partner is expected to contribute capital to the Firm as agreed by all the
partners.
17. Dispute Resolution
All disputes between partners are expected to be resolved amicably, either mutually or in the
presence of a mutual 3rd party mediator.
18. Arbitration
If any dispute arises between the partners, which cannot be resolved mutually or by a 3rd Party
mediator, the matter will be referred to Arbitration. An arbitrator will be appointed by each of the
partners under the provisions of THE ARBITRATION ACT, 2001 or any statutory modification
required by the laws of Bangladesh.
19. Governing Law
All questions with respect to the construction or interpretation of this Agreement and the rights,
duties, obligations and liabilities of the parties shall be determined in accordance with the
applicable provisions of the laws of Bangladesh.
20. Amendment of the Agreement
This Agreement or any provision of this Agreement may be amended, modified, changed,
altered, cancelled or terminated by the written mutual consent of the parties.
21. Dissolution of the Firm
In the event of the Firm’s dissolution, all liabilities are to be paid off and all remaining assets are
to be divided amongst partners as per the Profit and Loss sharing ratio.

5. IN WITNESS whereof the said parties have thereto signed on the day, month, year above
written.
_____________ _____________
x y
WITNESSED BY:
1. …………………………….
2. ………………………………..