Partnership Agreement

PARTNERSHIP AGREEMENT
This Agreement is entered into on 25th November, 2023 for the purpose of
setting the terms of Partnership.
BY AND BETWEEN
Mr. Gopinath G, S/o. Gnanapragasam, aged about 22 years, residing at No.

83, Vasanthapuri, Perumaleri, Kancheepuram – 603 104, (Hereinafter
referred to as the “First Partner”, which shall include its licences,
representatives, administrators and successors) of the FIRST PART;
AND
Ms. Kalaivani S, D/o. Sagadevan, aged about 23 years, residing at No. 34/11,
Annai Abirami Nagar, 1st Cross Street, Thiruverkadu, Ayappakkam,
Tiruvallur – 600 077, (Hereinafter referred to as the “Second Partner”,
which shall include its licences, representatives, administrators and
successors) of the SECOND PART;
AND
Page No.: 1
Mr. Karthik Raguram S, S/o. Sagadevan, aged about 19 years, residing at
No. 34/11, Annai Abirami Nagar, 1st Cross Street, Thiruverkadu,
Ayappakkam, Tiruvallur – 600 077, (Hereinafter referred to as the “Third
Partner”, which shall include its licences, representatives, administrators
and successors) of the THIRD PART.
In consideration of the foregoing, and the mutual promises in this

Agreement, hereinafter, First Partner, Second Partner and Third Partner
may collectively be referred to as the “Partners” and individually as
“Partner”, intending to be legally bound, agree as follows:
WHEREAS:
A. The Partners wish to enter into a business venture for the purpose of
sourcing orders for print on demand clothing.
B. The Partners hereby name the Partnership firm as “Hoot N Hangers.”
C. The First and Second Partners will actively participate in the day-to-
day management and operation of the Business.
D. The Parties desire to establish a profit-sharing arrangement that
reflects an equal share to each partner.
The Partners have agreed to execute this Agreement in order to set out the
terms and conditions of the Partnership and profit sharing from the
Business.
1. Consideration:
The Partners shall contribute the following capital to the Business in

the proportion of 1:1:1, i.e.,
First Partner: 33.3%
Second Partner: 33.3%
Third Partner: 33.3%
2. Ownership:
The Partners shall each own equal percentage of stake in the business
in the proportion of 1:1:1,
First Partner: 33.3%
Page No.: 2
Second Partner: 33.3%
Third Partner: 33.3%
3. Profit-Sharing:
The net profits of the Business, as defined in accordance with

generally accepted accounting principles, shall be distributed to the
Partners on a monthly basis in proportion of 1:1:1, i.e., 33.3% to the
First Partner, 33.3% to the Second Partner, and 33.3% to the Third
Partner.
4. Management and Decision-Making
a. Management Authority: The First Partner and Second Partner

shall have primary authority and responsibility for the day-to-day
management and operation of the Business, including marketing
and financial management.
b. Major Decisions: Major decisions, including but not limited to the

sale of the Business, acquisition of assets, or changes in the
Business’s fundamental structure, shall require the consent of all
partners.
5. Accounting and Records
a. Financial Records: Accurate financial records shall be maintained

for the Business, and all the Partners shall have access to such
records at all times.
b. Accounting Period: The financial records and profit calculations

shall be prepared on April to March basis.
6. Term and Termination
Page No.: 3
a. Term: This Agreement shall remain in effect until terminated by
mutual written agreement of all the Partners.
b. Termination Event: In the event of the death of any one or more

Partner(s), incapacity, bankruptcy, or voluntary withdrawal from
the business, the remaining Partners shall take full control of the
Business.
7. Confidentiality
All commercial and technical information and data related to the

business shall be kept confidential and the Parties shall not at any
time directly or indirectly disclose such information and data to any
person or firm or use or exploit the same in any manner other than in
connection with the pursuit of the object of this Agreement, without
the prior written consent of the other Partners.
8. Applicable Law and Settlement of Disputes
a. The Parties shall attempt in good faith to resolve any dispute,

difference or claim arising out of or in relation to this Agreement
through mutual discussions.
b. In case it is not resolved within thirty (30) days from receipt of the
written notice (setting out the dispute or claim) by the other parties,
the complaining party may issue a notice of reference, invoking
settlement of such dispute through Arbitration.
c. Any and all disputes arising under or in connection with this

Agreement shall be subject to the exclusive jurisdiction of the courts
within Chennai.
d. Notwithstanding anything contained herein, the Parties shall have a

right to institute legal proceedings to prevent any continuing breach
of the provisions of this Agreement to seek an injunctive relief.
Page No.: 4
9. Miscellaneous
a. Compliance with law: Each party shall comply and shall (at its
own expense unless expressly agreed otherwise) ensure that in the
performance of its duties under this Agreement, its employees,
agents and representatives will comply with all applicable laws
and regulations, provided that neither party shall be liable for any
breach of this clause to the extent that such breach is directly
caused or contributed to by any breach of this Agreement by the
other party (or its employees, agents and representatives).
b. Counterparts: This Agreement may be signed in any number of

separate counterparts, each of which when signed and dated shall
be an original, and such counterparts taken together shall
constitute one and the same agreement.
c. Severability: If any provision of this Agreement shall for any

reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not
affect any other provision thereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had
never been contained herein. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision
that is valid and enforceable and most nearly gives effect to the
original intent of the invalid / unenforceable provision.
d. Entire Agreement: This Agreement constitutes the entire

agreement and understanding of the Parties with respect to the
subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties
or obligations between the Parties with respect to the subject
matter hereof.
Page No.: 5
e. Amendments: Any change, alteration, amendment, or
modification to this Agreement must be in writing and signed by
authorized representatives of all the Parties.
f. Governing Law: This Agreement and all issues arising out of the
same shall be construed in accordance with the laws of India.
g. Waiver: No failure, delay or omission by either party in exercising

any right, power or remedy provided by law or under this
Agreement shall operate as a waiver of that right, power or
remedy, nor shall it preclude or restrict any future exercise of that
or any other right, power or remedy.
10. Acceptance of Terms & Conditions:
The Original copy of this Contract may be retained by the First

Partner and the First Partner shall affix the signature on the duplicate
copy of this Agreement in acceptance of the Terms and Conditions
and return the same to the Second and Third Partner.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND

SUBSCRIBED THEIR RESPECTIVE HANDS AND SEALS ON THE DAY,
MONTH AND YEAR FIRST HEREIN ABOVE WRITTEN.
SIGNED AND SIGNED AND SIGNED AND

DELIVERED by the DELIVERED by the DELIVERED by the
within-named THE within-named THE within-named THE
FIRST PARTY SECOND PARTY THIRD PARTY
Date: Date: Date:
Place: Place: Place
Page No.: 6
Witness:
1. 2.
Page No.: 7

Partnership Agreement - Hoot N Hangers

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Mr. Gopinath G, S/o. Gnanapragasam, aged about 22 years, residing at No.

In consideration of the foregoing, and the mutual promises in this

The Partners shall contribute the following capital to the Business in

The net profits of the Business, as defined in accordance with

4. Management and Decision-Making

a. Management Authority: The First Partner and Second Partner

b. Major Decisions: Major decisions, including but not limited to the

5. Accounting and Records

a. Financial Records: Accurate financial records shall be maintained

b. Accounting Period: The financial records and profit calculations

6. Term and Termination

b. Termination Event: In the event of the death of any one or more

All commercial and technical information and data related to the

8. Applicable Law and Settlement of Disputes

a. The Parties shall attempt in good faith to resolve any dispute,

c. Any and all disputes arising under or in connection with this

d. Notwithstanding anything contained herein, the Parties shall have a

b. Counterparts: This Agreement may be signed in any number of

c. Severability: If any provision of this Agreement shall for any

d. Entire Agreement: This Agreement constitutes the entire

g. Waiver: No failure, delay or omission by either party in exercising

10. Acceptance of Terms & Conditions:

The Original copy of this Contract may be retained by the First

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND

SIGNED AND SIGNED AND SIGNED AND

Date: Date: Date:

Place: Place: Place

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