Sample-1

Partnership Agreement এর একটি Sample দিলাম

যারা পার্ট নারশিপ বিজনেস করতে চান । কারও কাজে
লাগলে খুশি হব ।

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

…………………………………………………………………………………………………………………
………………………

 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

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

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.

  IN WITNESS whereof the said parties have thereto signed on the day, month, year
above written.

   _____________                                                                     _____________

   x                                                                                               y

   WITNESSED BY:  

      1. …………………………….

     2. ………………………………..

          Drafted by 

Monirul Islam

LL.B. (Hon’s), LL.M. (DU)

Advocate

Supreme Court of Bangladesh

Corporate Lawyer & Legal adviser

Chamber- Badsha Plaza, 20, Link Road,

Bangla Motor Mur, Dhaka.

Mobile: 01710065033

 
 Sample-2

MOU & Partnership Agreement

Date: ………………
Party-1: Company Name-1. is an incorporated company in Bangladesh having its office at Office Address
                                                                                                        And
Party-2: Partner Company Name-2,  is a company incorporated in ………… having its office at Office Address-2 (the
“Party-2”).
Both parties agreed with the following terms and conditions under a partnership revenue sharing agreement so that each party’s
business values can be protected. 
Terms and Conditions:

1. Party-1 has software/ IT service solutions, details are here (www.cloudsolutionltd.com), Party-2 will market, sell
the solutions of party-1 and will get revenue sharing as per defined percentage.
2. Party-2 can rebrand (Rename) the product name and provide the solution by the partner domain name.
3. Freelancer/Partner/Agent will learn or get training about software products and services. He/she/they will promote
our product to prospective clients via an online/digital approach. Like Email, Facebook, on-spot client visits,
personal client references, any other reference.
4. Pipelined or matured client lists need to be recorded to the PCS database to ensure revenue sharing.
5. If multiple partners record the same client name then only a successful referral will get the revenue share.
6. Freelancing staff will keep in touch with his/her referenced client for regular payment and ensure his % payment
from party-1.
7. Party-1 will provide the first implementation to 5 new clients required by Party-2. 
8. Party-1 will provide all product-related material in soft copy, document template so that staff can take action with
minimum effort.
9. Party-2 will maintain the secrecy of all party-1 official documents, business plans, client’s data, digital data, digital
assets which are produced by party-1 employees as well as yourself.
10. The documents, products are assets of party-1. Party-2 will not hand over to 3rd party, sell or reuse for other
business purposes which can lose party-1’s potential business value.
11. This document will be considered as a non-disclosure agreement for maintaining business secrecy and privacy
among party-1 & party-2.
12. Party-2 will offer the solution to clients as a SAAS (Software as a Service) with a monthly payment mode with one
month advance. If clients are not happy then Party1- & Party-2 will return only one month’s subscription fee.
13. If a dispute arises in the operation of the agreement between the parties involved both the parties will try to resolve
the dispute through mutual discussion and failing which the dispute will be referred to the court of law in
accordance with the country’s Arbitration Act
Financial Benefit:

1. Each sale referenced party-2 will get 40% revenue and party-1 will get 60% until the client is terminated or a
maximum of 8 years
2. To increase sale possibility there will be limited flexibility to provide discounts within the possible range.  Both
parties’ target will be to increase sale value so that both parties gain the business. 
3. Party-2 shall have to share Client agreement papers with party-1 and payment status will be audited on a
trustworthy basis. 
4. Party-1 will settle the payment with party-1 each month via an online transaction channel by Bank Transfer or
PayPal or other suitable channels. (We can arrange an online payment mechanism so that clients directly can pay
and it will be distributed among both parties within one month as per agreed percentage). 
Termination & Escalation
 1. The Party-1 shall be at liberty one-month time by notice in writing summarily terminate   the service of the partner
if
She/he is guilty of misconduct;
1. Create a bad reputation of party-1 with a fake commitment to clients or a bad reputation by misbehaving, unfair
delegation.
2. Agreement amount and paid information are hidden from party-1.
1. Upon termination of the partnership, party-2 will immediately hand over all documents developed by party-1.
Party-2 will pay all dues within 1 month. 
2. The agreement will be active for 2 years. And will be auto-renewed for one year recursively until any of the party’s
written requests for cancellation of business partnership.
3. Party-2 shall commit to delivering at least 24 clients within 2 years.   
Party-1 shall extend exclusive partnership only if Party-2 can complete the target agreed.
Partnership Responsibility:

Party-1 Role: Party-2 Role:

 Party-1 will provide Cloud Software & Cloud
infrastructure
 Shared Server costing will be borne by Party-1,
for any dedicated server required by the client
will be paid by the client but maintained by
Party-1. Source Code and support will maintain
by Party-1
 Party-1 will provide training to the party-2 team
to make capable to train clients, product demo to
prospective clients
 Party-1 may help produce documents,
presentations, technical proposal documents
which will be sent to the clients
 Marketing and Product sales, Demo
presentation (Party-1 will assist if
required)
 Party-2 will provide training to the
client (Party-1  will assist if required)
 Party-2 will provide Level-1 service to
the corresponding clients. 
 Party-2 will collect monthly or periodic
bills for the software service. 
 The client’s monthly or yearly
subscription bill and collection will be
managed through the partner portal so
that transparency can be maintained

Support & Service

 There will be a support ticket system. It can be raised by clients or partners through the partner portal and
application support panel.
 Level-1 support will be provided by the corresponding selling partner. PCS will provide the training on how to
provide support like business operation and configuration.
 Level-2 support will be provided by Party-1.
 Level-3 support will be provided by the oracle technical team in case critical technical issues arise.
Sign of Both Parties:

 CEO  CEO
Party-1 Party-2

____________________________________ ____________________________________

Sign S