Partnership Agrement

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PARTNERSHIP AGREMENT

THIS PARTNERSHIP AGREEMENT (the “Agreement”) made and entered into this
25th day of July, 2020

BETWEEN
MD KAMRUZZAMAN (National ID# 19739423303004536) , Father’s Name: MD
FAZIR UDDIN , Mother’s Name: MST NASIMA KHATUN , Permanent Address :
Village: Raghunathpur , PS+PO: Pirgonj , District-Thakurgaon, Present Address:
Flat# A-6, 6/5, Block-F, Lalmatia, Dhaka
And
MOHAMMED ABDUL AZIZ TEPO ( National ID # 19876810711023929) , Father’s
Name: Mohammed Abdul Karim , Mother’s Name: Nasima Begum ,Permament
Address :
Present Address
Managing Director of SmartFiber Technology Co. Ltd
( http://www.smartfiberbd.com ) , Address :

BACKGROUND
A. The partners wish to associate themselves as partners in business

B. This agreement sets out the terms and conditions that governs the Partners
with the Partnership

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 parties to this Agreement agrees
as follows:
Formation:

1. By this Agreement the partners enter into a general partnership ( the


“Partnership”) in accordance with the laws of the Republic of
Bangladesh . The rights and obligations of the Partners will be as stated
in the applicable legislation of the Republic of Bangladesh except as
otherwise provided in this Agreeement.
Name:
2. The name of the Partnership will be : Kamruzzaman & Smartfiber
Technology Co. Ltd
Purpose:
3. The purpose of this Partnership is the establish a trading business , sales
and supports by providing tools, equipment , accessories or any other
elements that required by the different business entities for optical fiber
related services rendered in Bangladesh.
Term:
4. The Partnership will begin on July 25th, 2020 and will continue until
terminated as provided in this agreement

Place of Business :

5. The principal office of the business of the Partnership will be located at


………………………………………………………………………………………………………….. or
such other place as Partners may from time to time designate .

Capital contribution:

6. As part of the Partnership MD KAMRUZZAMAN , contributed the capital


of BDT Sixteen Lac only ( BDT1,60, 0000/=)as cash transferred through
EFT as attached vouchers of EFT to the account of “ SmartFiber
Technology Co. Ltd.”
For the security and safety of the fund was confirmed by issuing a Bank
Cheque by MOHAMMED ABDUL AZIZ TEPO, Managing Director of
SmartFiber Technology Co. Ltd. ( Cheque # 8685254 , The City Bank Ltd.)
Withdrawal of Capital :
7. The capital can be withdrawn by giving one month notice ( verbal , by
mail or written ) which could be extended up to 45 days on mutual
agreement ; once notice of fund withdrawal is issued MOHAMMED
ABDUL AZIZ TEPO, Managing Director of SmartFiber Technology Co.
Ltd , shall make arrangements to release the fund on time as requested
by the fund contributor ; If requires date extension of releasing fund , it
must be consulted and must be agreed upon by both parties.
Additional capital :
8. Capital contribution may be amended time to time as per agreed terms
and condition agreed by discussion which will be appended in this
agreement as additional attachment.
Capital accounts :
9. An individual capital accounts (“ The Capital Accounts”) will be
maintained for each partner
Profit and Loss:
10. The profit and loss will be 50% for the investor (“MD KAMRUZZAMAN”)
and 50% for the & Smartfiber Technology Co. Ltd; This shall be revised
time to time that must be agreed by the both parties
Profit and Loss distribution:
11. The profit and loss distribution will be completed within the three
working days of the closure of each batch of trade which could be
comprised of entities or tools or equipment or services or tradable items
having the value of Eight Lack Taka ( BDT800000/=) ; The transaction of
distribution of profit and loss will be made through designated bank
accounts.
Management :
12. The operation , control and management of the business will be carried
out by Managing Director of SmartFiber Techlonogy Co. Ltd and will be
assisted by the representative of the investor to oversee the business
operation , control and management .

13.MD KAMRUZZAMAN appoints Abdur Rauf ( address and national ID#) as


his representative to look after and work with Managing Director of &
Smartfiber Technology Co. Ltd to safe guard invested capital and
investor’s interest ;
14.The Investor ( MD KAMRUZZAMAN) can change his representative with
due notice to the Managing Director of & Smartfiber Technology Co. Ltd
15.The appointed representative will have access to the business
operation , management and control and shall be working as part of
organization to make smooth business operation , control and
management

Admitting a new Partner:


16. A new partner could be admitted only by agreement by both parties
means management of Smartfiber Technology Co. Ltd and the investor
( Mohammad Kamruzzaman)
Voluntary withdrawal of partnership :
17. Any partner will have the right to voluntarily withdraw from the
partnership anytime. Written notice ( Email or paper notice ) of
intention to withdraw must be served at least one month before the
withdrawal date
18.The voluntary withdraw will result dissolution of the partnership
Involuntary withdrawal of a partner:
19.Events resulting in the involuntary withdrawal of a Partner from the
Partnership will include but not be limited to: death of a Partner;
Partner mental incapacity; Partner disability preventing reasonable
participation in the Partnership; Partner incompetence; breach of
fiduciary duties by a Partner; criminal conviction of a Partner;
Expulsion of a Partner; Operation of Law against a Partner; or any act
or omission of a Partner that can reasonably be expected to bring the
business or societal reputation of the Partnership into
disrepute.
20. The involuntary withdrawal of a Partner will result in the dissolution of
the Partnership.
21. Before the dissolution of the Partnership take effect the investors fund
must be returned to his or his inheritance account
Forbidden Acts:
22.No Partner may do any act in contravention of this Agreement.
23. No Partner may permit, intentionally or unintentionally, the
assignment of express, implied or apparent authority to a third
party that is not a Partner in the Partnership.
24. No Partner may do any act that would make it impossible to carry on
the ordinary business of the Partnership.
25.No Partner may confess a judgment against the Partnership.
26.No Partner will 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.
27.Any violation of the above Forbidden Acts will be deemed an
Involuntary Withdrawal of the offending Partner and may be treated
Accordingly by the remaining Partners.

IN WITNESS WHEREOF the Partners have duly affixed their signatures under
hand and seal on this ________ day of ________________, ________.

_______________________________
WITNESS: ______________________
_______________________________
______________________(Partner)

_______________________________
WITNESS: ______________________

_______________________________
______________________(Partner)

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