Business Partnership Agreement (UK) by Open Contract Standards

BUSINESS PARTNERSHIP AGREEMENT

(England and Wales - General Partnership under the Partnership Act 1890)

This Business Partnership Agreement (this "Agreement") is made on [effective date] (the "Effective Date") between:

(a) [legal name of partner 1], an individual residing at [address of partner 1];

(b) [legal name of partner 2], an individual residing at [address of partner 2]; and

(c) any further person admitted as a partner and listed in Schedule 1 (Key Commercial Terms),

each individually a "Partner" and together the "Partners".

BACKGROUND

(A) The Partners wish to associate as co-owners to carry on the business described in Clause 3 in common with a view of profit, and to govern that association in writing on the terms of this Agreement.

(B) The Partners intend to form a general partnership governed by the Partnership Act 1890 and the laws of England and Wales, and to be treated as a partnership for the purposes of UK income tax (Part 9 of the Income Tax (Trading and Other Income) Act 2005, "ITTOIA 2005") and capital gains tax.

(C) The Partners wish to record their respective contributions, profit shares, management rights, and obligations in this Agreement.

It is agreed:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.

(a) "Business" means the business described in Clause 3 and any further business activities the Partners agree in writing to carry on under this Agreement.

(b) "Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales when banks in London are open for business.

(c) "Capital Account" means the account maintained for each Partner under Clause 4.6 recording that Partner's contributions to and withdrawals of capital.

(d) "Confidential Information" has the meaning given in Clause 9.1.

(e) "Current Account" means the account maintained for each Partner under Clause 4.7 recording that Partner's allocated profits, drawings, and other current entries.

(f) "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any legislation replacing or supplementing them.

(g) "Goodwill" means the goodwill of the Business, including customer relationships, reputation and other intangible value attaching to the Business.

(h) "Major Decision" has the meaning given in Clause 7.3.

(i) "Partnership" means the general partnership formed under this Agreement and operating under the name [partnership name].

(j) "Partnership Act" means the Partnership Act 1890.

(k) "Partnership Property" means all property, rights, and interests treated as partnership property under section 20 of the Partnership Act, including all property contributed to or acquired by the Partnership for the purposes of the Business.

(l) "Partnership Share" means a Partner's interest in the Partnership, including that Partner's share of capital, profits, losses, and voting rights.

(m) "Outgoing Partner" has the meaning given in Clause 12.4.

(n) "Work Product" has the meaning given in Clause 10.1.

1.2 Interpretation. In this Agreement, unless the context otherwise requires:

(a) a reference to a statute or statutory provision is a reference to that statute or provision as amended, extended, or re-enacted from time to time, and includes any subordinate legislation made under it;

(b) references to Clauses and Schedules are to the Clauses and Schedules of this Agreement;

(c) Clause and Schedule headings are for ease of reference only and do not affect interpretation;

(d) the singular includes the plural and vice versa, and a reference to one gender includes all genders;

(e) "including", "in particular", and similar expressions are illustrative and do not limit the words preceding them;

(f) "writing" and "written" include email unless the context otherwise requires; and

(g) any obligation on a Partner not to do something includes an obligation not to permit or allow that thing to be done.

2. FORMATION, NAME, TERM, AND PLACE OF BUSINESS

2.1 Formation. The Partners form a general partnership under the Partnership Act, with effect from the Effective Date. The Partnership is intended to be a partnership for all purposes, including for UK income tax under Part 9 of ITTOIA 2005 and for capital gains tax.

2.2 Name and Business Names Compliance. The Partnership will carry on the Business under the name [partnership name], or any other name the Partners agree in writing. Each Partner shall comply with the business names disclosure requirements in Part 41 of the Companies Act 2006 (sections 1192 to 1208), including disclosing on all business letters, written orders for goods or services, invoices and receipts, and on any business website, the names of all the Partners and an address in the United Kingdom at which service of any document relating to the Business will be effective.

2.3 Principal Place of Business. The principal place of business of the Partnership is [principal place of business of the partnership], or any other address the Partners agree in writing.

2.4 Term. The Partnership commences on the Effective Date and continues until terminated under Clause 12. The Partnership is a partnership at will under section 26 of the Partnership Act unless and until the Partners agree a fixed term in writing.

2.5 HMRC Registration. Promptly after the Effective Date, the Partners shall: (a) register the Partnership for self-assessment with HM Revenue & Customs and obtain a Unique Taxpayer Reference (UTR) for the Partnership; (b) procure that each Partner is registered for individual self-assessment; (c) register the Partnership for VAT if its taxable turnover exceeds, or is reasonably expected within the next 30 days to exceed, the VAT registration threshold in force from time to time, or in any other case where registration is required by law; and (d) make any other registrations reasonably required for the lawful conduct of the Business.

3. PURPOSE AND AUTHORITY OF PARTNERS

3.1 Business Purpose. The purpose of the Partnership is [description of the partnership business purpose], together with all activities reasonably related to or incidental to that purpose.

3.2 Authority of Partners (section 5 Partnership Act). Subject to Clauses 3.3 and 7, every Partner is an agent of the Partnership and the other Partners for the purpose of the Business, and may bind the Partnership by an act apparently for the carrying on of the Business in the usual way (Partnership Act s.5). A Partner has no authority to bind the Partnership for matters outside the ordinary course of the Business or in breach of this Agreement.

3.3 Acts Outside Authority. No Partner may take any action that is a Major Decision under Clause 7.3, or any action outside the ordinary course of the Business, without the approval required by Clause 7. Any act taken by a Partner in breach of this Clause 3.3 is the sole responsibility of the acting Partner, and that Partner shall indemnify the other Partners and the Partnership against losses arising from it (subject to Clause 14).

3.4 Joint and Several Liability to Third Parties. The Partners acknowledge that, under the Partnership Act, each Partner is jointly liable with the other Partners for all the debts and obligations of the Partnership incurred while a Partner (s.9), and jointly and severally liable for any wrong or misapplication done by a Partner in the ordinary course of the Business or with the authority of the Partners (ss.10 to 12). Nothing in this Agreement displaces this liability as against any third party.

3.5 Holding Out (section 14 Partnership Act). No Partner shall represent any person who is not a Partner as being a Partner of the Partnership, nor permit such a representation to be made on the Partnership's letterhead, website, business documents, or otherwise. A person who is held out as a Partner may, under section 14 of the Partnership Act, be liable to a third party who has given credit to the Partnership in reliance on that representation.

3.6 Good Faith and Compliance with Law. Each Partner shall, in connection with the Business and the performance of this Agreement: (a) act honestly, in good faith and in the best interests of the Partnership; (b) comply with all applicable laws, regulations, regulatory requirements and legally binding governmental guidance; (c) comply with all internal policies, procedures and standards adopted by the Partnership from time to time; (d) co-operate with the other Partners and provide such information and assistance as may reasonably be required for the proper conduct of the Business; and (e) refrain from doing, or omitting to do, anything that is reasonably likely to expose the Partnership or any other Partner to unnecessary legal, regulatory, financial or reputational risk.

3.7 Anti-Bribery. Each Partner shall comply with the Bribery Act 2010 and shall not engage in bribery, corruption or other improper conduct in connection with the Business.

3.8 Data Protection. Each Partner shall comply with the Data Protection Laws in connection with the conduct of the Business. Each Partner shall implement appropriate technical and organisational measures to protect personal data processed by the Partnership and shall promptly notify the other Partners of any actual or suspected personal data breach affecting the Business.

4. CAPITAL CONTRIBUTIONS, PROFIT SHARES, CAPITAL ACCOUNTS AND CURRENT ACCOUNTS

4.1 Initial Contributions. Each Partner shall contribute the cash, property, services, or other value listed for that Partner in Schedule 1 (the "Initial Contributions"). Initial Contributions must be made by [initial contribution deadline].

4.2 No Obligation to Contribute More. No Partner is obliged to make any further capital contribution unless all Partners agree in writing.

4.3 Profit Shares and Loss Shares. Profits and losses of the Partnership shall be allocated to the Partners in the percentages set out in Schedule 1. In the absence of any allocation in Schedule 1, profits and losses are allocated equally among the Partners, displacing the default rule in section 24(1) of the Partnership Act only to the extent the Partners have agreed otherwise in Schedule 1.

4.4 Valuation of Non-Cash Contributions. Where a Partner contributes property, services, intellectual property, or other non-cash value, the Partners shall agree in writing the fair market value of that contribution at the time of contribution and whether the Partnership owns the item outright or holds it under a licence. The agreed value shall be credited to the contributing Partner's Capital Account on the date of contribution.

4.5 Loans by Partners. Any sum advanced by a Partner to the Partnership in excess of that Partner's agreed capital contribution is treated as a loan to the Partnership and not as further capital. Interest accrues on Partner loans at [partner loan interest rate (e.g., 5% per annum, fixed)] or, if Schedule 1 is silent on this, at the rate provided by section 24(3) of the Partnership Act (currently 5 per cent per annum).

4.6 Capital Accounts. The Partnership shall maintain a Capital Account for each Partner. There shall be credited to each Partner's Capital Account: (a) the amount of that Partner's Initial Contribution; (b) any further capital contribution made by that Partner; and (c) that Partner's share of any capital profit on the disposal of Partnership Property. There shall be debited to each Partner's Capital Account: (i) any repayment of capital to that Partner; and (ii) that Partner's share of any capital loss.

4.7 Current Accounts. The Partnership shall maintain a Current Account for each Partner. There shall be credited to each Partner's Current Account: (a) that Partner's share of profits allocated under Clause 4.3; (b) interest on capital, if any, payable under Schedule 1; and (c) interest on Partner loans payable under Clause 4.5. There shall be debited to each Partner's Current Account: (i) drawings taken by that Partner under Clause 6; and (ii) that Partner's share of losses allocated under Clause 4.3 to the extent not borne by the Capital Account.

4.8 Negative Capital Accounts. If the balance standing to the credit of a Partner's Capital Account becomes negative, that Partner shall not be required to restore the deficit unless otherwise agreed in writing by all Partners. Any deficit shall be taken into account when calculating that Partner's entitlement on withdrawal or dissolution.

5. BANK ACCOUNT, BOOKS, AND TAX RETURNS

5.1 Bank Account. The Partnership shall maintain one or more bank accounts in the Partnership name. Partnership funds shall not be commingled with the personal funds of any Partner. Withdrawals over [single withdrawal approval threshold (e.g., £5,000)] require the signature or electronic authorisation of any [number of signatories required (e.g., two)] Partners.

5.2 Books and Records. The Partnership shall keep accurate books of account at its principal place of business as well as in electronic form (using accounting software approved by the Partners) recording all income, expenses, assets, liabilities, Capital Accounts, Current Accounts, and material decisions. Each Partner shall have full access to the books of account and may take copies. Books and records shall be retained for at least [records retention period (e.g., 6 years)] or such longer period as is required by HMRC or other applicable law.

5.3 Annual Accounts. As soon as reasonably practicable after the end of each accounting period, and in any event within [annual accounts preparation period (e.g., 4 months)] of the accounting period end, the Partnership shall prepare annual accounts comprising a profit and loss account and a balance sheet. The accounts shall be prepared [accounts audit position (e.g., on an unaudited basis, or independently reviewed by a named accountancy firm)] and shall be approved in writing by the Partners.

5.4 Partnership Tax Returns. The Partners shall designate one Partner as the "Nominated Partner" for the purposes of section 12AA of the Taxes Management Act 1970, and that Nominated Partner shall be responsible for filing the Partnership's annual self-assessment tax return (form SA800) with HMRC by the relevant statutory deadline, and providing each Partner with the partnership statement (form SA800/SA801) needed to complete that Partner's individual self-assessment return (form SA104) on time. Each Partner remains personally responsible for filing their own individual self-assessment return.

5.5 Tax Allocations and No PAYE. Each Partner is taxed on their allocated share of the Partnership's profits as a sole trader is taxed (Part 9 of ITTOIA 2005 and Chapter 2 of Part 2 of the Income Tax Act 2007), and not under PAYE. The Partnership shall not deduct income tax or National Insurance contributions from any sum paid to a Partner. Each Partner is responsible for paying their own income tax (including any payments on account), Class 2 and Class 4 National Insurance contributions, and other personal taxes on their share of Partnership profits.

6. DRAWINGS AND DISTRIBUTIONS

6.1 No Salary; Drawings in Lieu. Under section 24(6) of the Partnership Act, no Partner is entitled to remuneration for acting in the Partnership business. Unless Schedule 1 expressly provides otherwise, the Partners are not employees, do not receive a salary, and instead take drawings on account of profits in accordance with this Clause 6.

6.2 Drawings. Subject to available cash and reasonable working-capital reserves, each Partner may draw on account of their anticipated share of profits in accordance with the drawings policy set out in Schedule 1. Drawings reduce the receiving Partner's Current Account.

6.3 Distributions. Distributions of accumulated profits (other than routine drawings under Clause 6.2) shall be made [distribution frequency (e.g., quarterly / annually)], after the Partners have agreed reserves for: (a) tax (recognising that tax is paid by individual Partners, not by the Partnership, but may be funded through tax reserves under Clause 6.4); (b) operating expenses; (c) anticipated capital expenditure; and (d) contingent liabilities. Distributions are allocated in proportion to the profit shares set out in Schedule 1 unless the Partners agree otherwise in writing.

6.4 Tax Reserve. The Partnership may, with the agreement of the Partners, retain on each Partner's behalf an amount of that Partner's allocated profit reasonably estimated to fund that Partner's income tax and National Insurance liabilities on those profits. Amounts retained shall be paid out to the relevant Partner on or before the date that Partner's tax becomes payable, or on such earlier date as the Partners agree.

6.5 Excess Drawings. If a Partner draws an amount that, after profit and loss allocations for the relevant accounting period are finalised, exceeds that Partner's cumulative entitlement under Clauses 4.3 and 6, the excess is repayable to the Partnership on demand.

6.6 Distributions on Dissolution. On dissolution of the Partnership, distributions shall be made in accordance with section 44 of the Partnership Act and Clause 12.7.

7. MANAGEMENT, VOTING, AND MAJOR DECISIONS

7.1 Day-to-Day Management. Day-to-day management of the Business will be conducted in accordance with the option selected in Schedule 1.

Option A (Any Partner within budget): Each Partner may take ordinary-course actions on behalf of the Partnership within the budget approved by the Partners and within the spending limit set out in Schedule 1. Actions outside that budget or limit require approval under Clause 7.2.

Option B (Senior Partner): The Senior Partner identified in Schedule 1 is responsible for day-to-day management within the budget and limits set out in Schedule 1. The Senior Partner shall provide a written operations report to the other Partners [reporting frequency (e.g., monthly)].

Option C (Unanimous management): All operational decisions of the Partnership require the unanimous agreement of the Partners.

7.2 Voting Standard. Except where this Agreement requires unanimous or supermajority approval, decisions of the Partners require the approval of Partners holding at least [ordinary decision approval threshold (e.g., 51%)] per cent of the aggregate Partnership Shares. Unanimity is required for any change in the nature of the Business (Partnership Act s.24(8)).

7.3 Major Decisions. Each of the following actions is a "Major Decision" and requires the approval of Partners holding at least [major decision approval threshold (e.g., 75% or unanimous)] per cent of the aggregate Partnership Shares:

(a) borrowing money or guaranteeing the debts of any person above [borrowing approval threshold (£)];

(b) admitting a new Partner, transferring any Partnership Share, or charging or assigning a Partnership Share or any beneficial interest in it;

(c) changing the profit shares, Partnership Shares, or Capital Account or Current Account allocation methodology;

(d) selling, licensing, leasing, or otherwise disposing of any material part of the Partnership Property outside the ordinary course of the Business;

(e) entering into any contract with a value above [contract value approval threshold (£)] or a duration longer than [contract duration approval threshold];

(f) commencing or settling any litigation, arbitration, or formal dispute resolution involving an amount in dispute above [litigation approval threshold (£)];

(g) any merger, conversion to a limited liability partnership or company, or sale of all or substantially all of the Partnership Property;

(h) amending this Agreement or Schedule 1;

(i) dissolving the Partnership (subject to Clause 12);

(j) approving the annual budget or any material variance from the approved budget;

(k) any related-party transaction described in Clause 8.3;

(l) any change in the nature of the Business (consistent with Partnership Act s.24(8));

(m) granting any security, mortgage, fixed charge or floating charge over Partnership Property;

(n) opening or closing any bank account of the Partnership;

(o) appointing or removing the Partnership's accountants, auditors or lawyers; and

(p) employing any employee whose annual remuneration exceeds [employee remuneration approval threshold (£)].

7.4 Meetings and Written Resolutions. Decisions of the Partners may be made at a meeting (in person, by telephone, or by video conference) or by written resolution (including by email exchange) signed or confirmed in writing by the required percentage of Partners. Meetings require at least [meeting notice period (e.g., 5 business days)] advance notice unless waived by all Partners. Minutes shall be kept of every Partner meeting and circulated to all Partners promptly after the meeting.

7.5 Deadlock. If the Partners cannot reach the required approval on a Major Decision after good-faith discussion for [deadlock discussion period (e.g., 30 days)], any Partner may invoke the dispute resolution procedure in Clause 13 or, in the case of irreconcilable deadlock, propose a buy-sell offer in accordance with Schedule 1.

8. DUTIES, TIME COMMITMENT, CONFLICTS, AND EXPENSES

8.1 Time and Effort. Each Partner shall devote the time and effort to the Business described for that Partner in Schedule 1. If Schedule 1 is silent, each Partner shall devote commercially reasonable time and effort consistent with that Partner's role and Partnership Share.

8.2 Fiduciary Duties (Sections 28 to 30 Partnership Act). Each Partner owes the Partnership and the other Partners the fiduciary duties set out in sections 28 to 30 of the Partnership Act, namely: (a) the duty to render true accounts and full information of all things affecting the Partnership to any Partner or that Partner's legal representative (s.28); (b) the duty to account to the Partnership for any benefit derived without the consent of the other Partners from any transaction concerning the Partnership or from any use by the Partner of the Partnership name, property, or business connection (s.29); and (c) the duty not to compete with the Partnership business and, if a Partner does so without the consent of the other Partners, to account for and pay over to the Partnership all profits made in that competing business (s.30). These duties are owed in addition to, and are not limited by, any express obligations elsewhere in this Agreement.

8.3 Conflicts and Related-Party Transactions. A Partner shall disclose in writing to the other Partners any actual or potential conflict of interest, and any proposed transaction between the Partnership and that Partner (or that Partner's spouse, civil partner, family member, or any company or trust controlled by or associated with that Partner), before the Partnership enters into the transaction. The Partnership may proceed with the transaction only if it is approved as a Major Decision under Clause 7.3, with the conflicted Partner abstaining from the vote. No Partner shall receive any undisclosed commission, rebate or other personal financial benefit arising out of the Business.

8.4 Outside Activities. Subject to Clauses 8.2 and 11, a Partner may engage in outside business activities that do not compete with the Business and do not interfere with the Partner's obligations under this Agreement, provided that any such outside activity is disclosed in writing to the other Partners.

8.5 Expenses. Reasonable, documented business expenses incurred on behalf of the Partnership shall be reimbursed if approved in accordance with [expense approval process] and supported by valid receipts or other appropriate evidence.

9. CONFIDENTIALITY AND PROTECTED DISCLOSURES

9.1 Confidential Information. "Confidential Information" means any non-public information of the Partnership or any of its customers, suppliers, or counterparties, in any form (oral, written, electronic, or visual), including: business plans, strategies, financial information, pricing, customer and supplier lists, software, source code, methodologies, designs, know-how, and information disclosed under an obligation of confidence, but excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was known to the receiving Partner without any obligation of confidence before disclosure by the Partnership; (c) is independently developed without use of Partnership Confidential Information; or (d) is rightfully received from a third party without breach of any duty.

9.2 Obligations. Each Partner shall: (a) use Confidential Information solely for the benefit of the Partnership and the conduct of the Business; (b) not disclose Confidential Information to any third party except as expressly permitted by this Clause 9; (c) protect Confidential Information using at least the same degree of care that the Partner uses for their own confidential information of similar sensitivity, and no less than reasonable care; (d) limit access to Confidential Information to those of the Partner's representatives who need access for the Business and who are bound by equivalent obligations of confidentiality; and (e) maintain reasonable technical and organisational measures to protect Confidential Information against unauthorised access, disclosure, alteration or loss.

9.3 Permitted Disclosures. A Partner may disclose Confidential Information: (a) to that Partner's professional advisers (lawyers, accountants, tax advisers) who are bound by a professional duty of confidence; (b) as required by applicable law, by HMRC, or by a court, regulator, or ombudsman of competent jurisdiction, in which case the Partner shall, where lawfully permitted, give the other Partners prompt written notice and limit disclosure to what is required; and (c) to enforce or interpret this Agreement, subject to court protective orders where appropriate.

9.4 Protected Disclosures. Nothing in this Agreement prevents any Partner from making a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 (as inserted by the Public Interest Disclosure Act 1998) or any equivalent disclosure that is required or permitted by law, including: (a) reporting a suspected criminal offence to law enforcement; (b) co-operating with any regulator, ombudsman, or tax authority; (c) disclosing information to that Partner's own legal or tax advisers under a duty of confidence; or (d) any other disclosure required by law. A disclosure within this Clause 9.4 does not constitute a breach of this Agreement.

9.5 AI and Machine Learning. No Partner shall input, upload, or process Confidential Information through any third-party machine-learning or artificial intelligence service unless: (a) the Partners have agreed to that service in writing; and (b) the service is configured so that Confidential Information is not used to train any model and is not made available to or accessible by any person other than the Partner and authorised representatives bound by equivalent confidentiality obligations.

9.6 Survival. The obligations in this Clause 9 survive an Outgoing Partner ceasing to be a Partner and the dissolution of the Partnership and continue: (a) for any information that constitutes a trade secret within the meaning of regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, for as long as the information remains a trade secret; and (b) for other Confidential Information, for [confidentiality survival period (e.g., 5 years)] after the Partner ceases to be a Partner or, if longer, after dissolution.

9.7 Return on Exit. When a Partner ceases to be a Partner, or on dissolution of the Partnership, that Partner shall promptly: (a) return to the Partnership, or (at the Partnership's election) irretrievably destroy, all Confidential Information of the Partnership in the Partner's possession or control (in whatever format); (b) revoke or transfer all access the Partner (and any representative or substitute) has to Partnership systems, accounts, credentials, shared drives, repositories, communications channels, and physical premises; and (c) certify in writing that the Partner has complied with this Clause 9.7 if any other Partner requests such certification.

10. INTELLECTUAL PROPERTY AND WORK PRODUCT

10.1 Definition. "Work Product" means any inventions, discoveries, improvements, designs, works of authorship, computer software, source code, databases, content, documents, processes, business methods, data, trade marks, logos, domain names, and other materials, in any form and whether or not patentable or registrable, that are conceived, created, developed, or first reduced to practice by a Partner, alone or with others, in connection with the Business.

10.2 Assignment. Each Partner irrevocably and unconditionally assigns to the Partnership, with full title guarantee and by way of present and future assignment, all right, title, and interest, worldwide, in and to all Work Product, including all copyright (and rights of a similar nature anywhere in the world), database rights, design rights (registered and unregistered), patents and rights in inventions, trade marks, rights in confidential information and know-how, and any other intellectual property rights, in each case for the full term of those rights.

10.3 Pre-Existing Materials. If a Partner brings any pre-existing intellectual property into the Partnership (for example, code, templates, designs, registered or unregistered trade marks, domain names, or know-how), the Partner shall list that material in Schedule 1 and specify whether each item is Assigned to the Partnership (together with consideration, if any) or Licensed to the Partnership (with the consideration, if any, and licence scope). To the extent any pre-existing material is incorporated into Work Product without being assigned or licensed under Schedule 1, the contributing Partner grants the Partnership a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use, modify, and distribute that material as part of the Work Product.

10.4 Further Assurances. Each Partner shall, at the Partnership's reasonable expense and on request, sign and deliver any further documents (including specific copyright assignments, patent assignments, and inventor declarations) and take any other actions reasonably required to perfect, evidence, register, and enforce the Partnership's rights in the Work Product. Each Partner irrevocably appoints the Partnership (acting by any other Partner) as that Partner's attorney to execute and file any such documents if the Partner does not do so within 15 Business Days of a written request.

10.5 Moral Rights. To the fullest extent permitted by law, each Partner waives, in respect of all Work Product, all moral rights conferred on the Partner by Chapter IV of CDPA 1988 (sections 77 to 89), including the right to be identified as author or director (s.77), the right to object to derogatory treatment (s.80), and the right not to suffer false attribution (s.84). The waiver is given in favour of the Partnership and its successors, assignees, and licensees.

10.6 Warranties. Each Partner warrants in respect of all Work Product contributed or created by that Partner that, to the best of the Partner's knowledge and belief: (a) the Work Product is the Partner's own original work and does not infringe any third party's intellectual property rights; (b) the Partner has full right, power, and authority to make the assignment in Clause 10.2 and to grant the licence in Clause 10.3; and (c) the Partner has not assigned, licensed, or otherwise encumbered the Work Product in favour of any other person.

11. RESTRICTIVE COVENANTS - NON-COMPETE AND NON-SOLICITATION

11.1 Application. This Clause 11 applies to each Partner during that Partner's involvement with the Partnership and for the period after exit specified in Clauses 11.2 and 11.3. The restrictions are imposed to protect the Partnership's legitimate interests in its trade secrets, Confidential Information, customer relationships and Goodwill built up during the Partner's tenure.

11.2 Non-Compete (Post-Exit). For [non-compete period (e.g., 6, 12, or 18 months)] after an Outgoing Partner ceases to be a Partner, the Outgoing Partner shall not, directly or indirectly, on the Outgoing Partner's own behalf or on behalf of any other person, engage in or be materially concerned in any business that competes with the Business as carried on by the Partnership at the date the Outgoing Partner ceased to be a Partner, within [non-compete geographic area (e.g., the united kingdom or specific cities)].

11.3 Non-Solicitation (Post-Exit). For [non-solicitation period (e.g., 12 months)] after an Outgoing Partner ceases to be a Partner, the Outgoing Partner shall not, directly or indirectly, on the Outgoing Partner's own behalf or on behalf of any other person:

(a) solicit or canvass any customer or prospective customer of the Partnership with whom the Outgoing Partner had material business contact during the 12 months immediately preceding the date the Outgoing Partner ceased to be a Partner, for the purpose of providing goods or services that compete with the Business;

(b) accept business from any such customer or prospective customer for any goods or services that compete with the Business;

(c) solicit, induce, or encourage any other Partner, or any employee or contractor of the Partnership earning more than [solicitation salary floor (£, e.g., £50,000 per annum)], to leave their engagement with the Partnership, or employ or engage any such Partner, employee, or contractor; or

(d) solicit, induce or encourage any key supplier or business partner with whom the Partnership had a material commercial relationship during the twelve months preceding the Leaving Date to cease to supply, or to reduce or materially vary the terms of its supply to or dealings with, the Partnership, or otherwise to act in a way that would materially prejudice the Business.

11.4 Reasonableness, Severance, and Reformation. Each Partner agrees that the restrictions in this Clause 11 are no wider than is reasonably necessary to protect the legitimate interests of the Partnership. If any restriction is held by a court of competent jurisdiction to be unenforceable in whole or in part because of its duration, geographic extent, or scope, that restriction shall be modified to the minimum extent necessary to render it enforceable, or, if modification is not possible, severed without affecting the enforceability of the remaining provisions of this Clause 11.

12. WITHDRAWAL, EXPULSION, DEATH OR INCAPACITY, BUYOUT, AND DISSOLUTION

12.1 Voluntary Withdrawal. A Partner may voluntarily withdraw from the Partnership by giving [voluntary withdrawal notice period (e.g., 6 months)] prior written notice to the other Partners. The withdrawing Partner ceases to be a Partner on the expiry of that notice period.

12.2 Expulsion. A Partner may be expelled from the Partnership by written resolution of the other Partners, treated as a Major Decision under Clause 7.3 (with the affected Partner's vote excluded), only on the occurrence of any of the following events. "Expulsion Event" means: (a) the Partner's fraud, dishonesty, theft, embezzlement, or wilful misconduct that materially harms the Partnership; (b) the Partner's material breach of this Agreement that is not capable of remedy or, if capable of remedy, is not remedied within [cure period (e.g., 30 days)] of written notice from the other Partners specifying the breach and requiring it to be remedied; (c) the Partner's conviction of an indictable offence (other than a road traffic offence not attracting a custodial sentence) or any offence involving dishonesty, fraud, or moral turpitude; (d) any act or omission of the Partner that subjects the Partnership to material legal, regulatory, or reputational harm; or (e) the Partner's loss of any qualification, licence, or registration necessary to perform the Partner's role in the Business.

12.3 Death, Incapacity, and Bankruptcy. Subject to Clause 12.5, a Partner ceases to be a Partner: (a) on the Partner's death (Partnership Act s.33(1)); (b) on the Partner's bankruptcy or the making of a debt relief order in respect of the Partner (s.33(1)); (c) on the Partner suffering mental incapacity, as evidenced by a medical certificate or court order, that prevents the Partner from performing the Partner's role in the Business for a continuous period of more than [incapacity threshold period (e.g., 90 consecutive days)] or for an aggregate of more than [aggregate incapacity period (e.g., 180 days in any 12 months)]; or (d) where the Partner is a body corporate, on the Partner suffering an insolvency event analogous to (a) or (b).

12.4 Outgoing Partner. A Partner who ceases to be a Partner under Clauses 12.1, 12.2, or 12.3 is an "Outgoing Partner", and the date the Partner ceases is the "Leaving Date".

12.5 Continuation of Business. Despite section 33(1) of the Partnership Act, the Partners agree that the death, bankruptcy, or other exit of any Partner under Clauses 12.1 to 12.3 does not dissolve the Partnership as between the remaining Partners. The Partnership shall continue between the remaining Partners on the terms of this Agreement, and only the Outgoing Partner's Partnership Share shall be subject to the buyout in Clause 12.6, provided that the remaining Partners (excluding the Outgoing Partner) elect in writing within [continuation election period (e.g., 60 days)] of the Leaving Date to continue the Partnership.

12.6 Buyout of Outgoing Partner. When a Partner becomes an Outgoing Partner, the Partnership (or, at the Partnership's election, the remaining Partners pro rata to their Partnership Shares) shall purchase the Outgoing Partner's Partnership Share in accordance with the buyout terms in Schedule 1, including the buyout valuation method, payment terms, and payment timeline. The buyout price shall be calculated by reference to the Outgoing Partner's Capital Account and Current Account balances at the Leaving Date, plus or minus the Outgoing Partner's share of any adjustment to the value of Partnership Property and Goodwill, less any amounts the Outgoing Partner owes the Partnership and (where the exit is for an Expulsion Event involving Partner fault) any documented losses caused by the Expulsion Event.

12.7 Dissolution and Winding Up. The Partnership shall be dissolved and wound up only on: (a) approval of dissolution as a Major Decision under Clause 7.3; (b) the completion of any fixed term agreed under Clause 2.4; (c) an order of the court under section 35 of the Partnership Act (for example, on the grounds of permanent incapacity, persistent breach, or that the business can only be carried on at a loss); (d) the occurrence of any event making it unlawful to carry on the Business under section 34 of the Partnership Act; or (e) the failure of the remaining Partners to elect to continue the Partnership under Clause 12.5 within the Continuation Election Period. On dissolution, the Partnership shall be wound up in accordance with sections 39 to 44 of the Partnership Act, and the surplus distributed in the order set out in section 44, namely: (i) discharging the Partnership's debts and liabilities to non-Partner creditors; (ii) repaying advances made by Partners as distinct from capital; (iii) repaying capital contributions; and (iv) distributing any remaining surplus to the Partners in the proportions in which profits are divisible.

12.8 Insolvency. The Insolvency Act 1986 applies to the Partnership as modified by the Insolvent Partnerships Order 1994 (SI 1994/2421). If the Partnership becomes unable to pay its debts as they fall due, or becomes balance-sheet insolvent (within the meaning of section 123 of the Insolvency Act as applied by that Order), the Partners shall promptly take legal advice and consider whether to seek any of the procedures available, including a partnership voluntary arrangement, administration, or winding-up petition.

12.9 Transition Support and Return. An Outgoing Partner shall: (a) comply with Clause 9.7 (return of Confidential Information and revocation of system access); (b) co-operate in the transition of customer and supplier relationships, intellectual property registrations, banking mandates, and other operational responsibilities for [transition support period (e.g., 4 weeks)]; (c) refrain from making disparaging public statements about the Partnership or any other Partner, except as permitted by Clauses 9.3 and 9.4; and (d) execute all documents reasonably required to transfer customer relationships, bank mandates, intellectual property registrations and other Partnership assets.

13. DISPUTE RESOLUTION

13.1 Good-Faith Negotiation. If any dispute arises out of or in connection with this Agreement or the Partnership, the Partners shall first attempt in good faith to resolve it through written notice and discussion among the Partners (or their senior representatives if the Partners are not natural persons) for at least [negotiation period (e.g., 14 or 30 days)] before commencing any other formal procedure.

13.2 Mediation. If negotiation under Clause 13.1 fails, the Partners shall, before commencing court proceedings (other than to seek urgent interim relief), attempt mediation administered by [mediation provider (e.g., cedr, ipos mediation)] under that provider's commercial mediation rules. Each Partner shall bear its own costs of the mediation and the Partners shall share the mediator's fees and expenses equally.

13.3 Court Proceedings. Subject to Clauses 13.1 and 13.2, each Partner irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Clause 13 prevents a Partner from applying to the court for urgent injunctive or other interim relief at any time.

14. LIMITATION OF LIABILITY AND INDEMNIFICATION (BETWEEN PARTNERS)

14.1 Scope. This Clause 14 governs the allocation of liability between the Partners. It does not affect, and cannot affect, the joint and several liability of the Partners to third parties under sections 9 to 12 of the Partnership Act (see Clause 3.4).

14.2 Uncapped Liability. Nothing in this Agreement excludes or limits a Partner's liability to another Partner or to the Partnership for: (a) death or personal injury caused by that Partner's negligence (section 2(1) of the Unfair Contract Terms Act 1977 ("UCTA 1977")); (b) fraud or fraudulent misrepresentation; (c) wilful default or wilful breach of fiduciary duty; (d) any liability that cannot lawfully be excluded or limited under English law; or (e) breach of Clause 9 (Confidentiality and Protected Disclosures).

14.3 Excluded Loss Types. Subject to Clause 14.2, no Partner shall be liable to another Partner or to the Partnership for any indirect or consequential: (a) loss of profits or anticipated profits; (b) loss of business, business opportunity, or contracts; (c) loss of Goodwill or damage to reputation; or (d) any other indirect or consequential loss, in each case arising out of or in connection with this Agreement or the Partnership, even if the Partner had been advised of the possibility of such loss or it was otherwise foreseeable.

14.4 Indemnification by the Partnership. The Partnership shall indemnify each Partner against losses, liabilities, claims, costs, and reasonable expenses (including reasonable legal fees) incurred by the Partner in connection with acts taken in good faith on behalf of the Partnership and within the scope of the Partner's authority under this Agreement, except to the extent the loss arises from the Partner's: (a) fraud, dishonesty, or wilful misconduct; (b) gross negligence; (c) breach of fiduciary duty under Clause 8.2; (d) breach of Clause 9; or (e) act outside the scope of the Partner's authority. This indemnity reflects, and supplements, the indemnity at section 24(2) of the Partnership Act.

14.5 Insurance. The Partnership shall maintain throughout the Term, with reputable insurers, such commercial insurances as the Partners reasonably consider appropriate for the Business, including: (a) public liability insurance; (b) professional indemnity insurance to the extent the Business involves the provision of professional services; (c) employers' liability insurance to the extent required by the Employers' Liability (Compulsory Insurance) Act 1969 (where the Partnership has employees); and (d) any other insurance reasonably required for the Business or by applicable law. Minimum cover levels are set out in Schedule 1.

15. NOTICES

15.1 Method. Any notice given under this Agreement shall be in writing and delivered: (a) by hand; (b) by first-class pre-paid post (or, for international addresses, by an internationally recognised courier service) to the address listed for the recipient Partner in Schedule 1, or as updated by notice given in accordance with this Clause 15; or (c) by email to the email address listed for the recipient Partner in Schedule 1, provided the sender does not receive an automated delivery-failure or out-of-office notification.

15.2 Deemed Receipt. A notice is deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by first-class pre-paid post within the United Kingdom, on the second Business Day after posting; (c) if sent by international courier, on the fifth Business Day after dispatch; and (d) if sent by email on a Business Day before 17:00, at the time of sending, or otherwise at 09:00 on the next Business Day. Any notice of breach, expulsion, withdrawal, dispute, or termination sent by email shall additionally be sent by one other method in this Clause 15.

16. ELECTRONIC SIGNATURES AND COUNTERPARTS

16.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute one binding agreement. Signatures delivered by electronic means (including by PDF and using a recognised electronic signing platform) have the same legal effect as original signatures, in accordance with the Electronic Communications Act 2000 and the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (SI 2016/696). This Agreement is executed as a simple contract and not as a deed.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each Partner irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, subject to Clause 13.

18. GENERAL

18.1 Entire Agreement. This Agreement (including its Schedules) constitutes the entire agreement between the Partners relating to the Partnership and its subject matter and supersedes all prior agreements, representations, and understandings between them, whether written or oral, on that subject matter. Each Partner confirms that, in entering into this Agreement, the Partner has not relied on any representation, warranty, or statement that is not expressly set out in this Agreement, and shall have no remedy for any such non-contractual statement other than in the case of fraud. Nothing in this Clause 18.1 limits or excludes liability for fraudulent misrepresentation.

18.2 Amendments. Any amendment of this Agreement (including Schedule 1) must be in writing and signed by, or on behalf of, the percentage of Partners required for a Major Decision under Clause 7.3.

18.3 Assignment and Charging. No Partner may assign, transfer, charge, or otherwise deal with all or any part of that Partner's Partnership Share, except as expressly permitted under Clause 12 and on approval as a Major Decision.

18.4 Severance. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The validity, legality, and enforceability of the remaining provisions shall not be affected.

18.5 No Waiver. No failure or delay by any Partner in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any further exercise of that or any other right or remedy.

18.6 Third-Party Rights. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Partner. The Partners may rescind or vary this Agreement without the consent of any third party.

18.7 Headings. Clause and Schedule headings in this Agreement are for ease of reference only and do not affect the interpretation of this Agreement.

19. SIGNATURES

By signing below, each Partner agrees to be bound by the terms of this Agreement.

Partner 1

Signature:

Full Name (print):

Date:

Address:

Email:

Partner 2

Signature:

Full Name (print):

Date:

Address:

Email:

SCHEDULE 1 - KEY COMMERCIAL TERMS

Part A - Partnership Identity

Partnership Name: [partnership name]

Effective Date: [effective date]

Principal Place of Business: [principal place of business of the partnership]

Business Purpose: [description of the partnership business purpose]

Part B - Partners

Partner 1 - Legal Name: [legal name of partner 1]

Partner 1 - Address: [address of partner 1]

Partner 1 - Email for Notices: [email address for notices to partner 1]

Partner 1 - Partnership Share Percentage: [partnership share % of partner 1]

Partner 1 - Profit and Loss Share Percentage: [profit and loss share % of partner 1]

Partner 1 - Initial Contribution: [initial contribution of partner 1 (e.g., £10,000 cash, or contributed ip described in part f)]

Partner 1 - Role and Responsibilities: [role and responsibilities of partner 1]

Partner 1 - Time Commitment: [time commitment of partner 1 (e.g., full-time, three days per week)]

Partner 1 - Drawings Policy: [drawings policy for partner 1 (e.g., monthly drawings up to £4,000)]

Partner 2 - Legal Name: [legal name of partner 2]

Partner 2 - Address: [address of partner 2]

Partner 2 - Email for Notices: [email address for notices to partner 2]

Partner 2 - Partnership Share Percentage: [partnership share % of partner 2]

Partner 2 - Profit and Loss Share Percentage: [profit and loss share % of partner 2]

Partner 2 - Initial Contribution: [initial contribution of partner 2 (e.g., £10,000 cash, or contributed ip described in part f)]

Partner 2 - Role and Responsibilities: [role and responsibilities of partner 2]

Partner 2 - Time Commitment: [time commitment of partner 2 (e.g., full-time, three days per week)]

Partner 2 - Drawings Policy: [drawings policy for partner 2 (e.g., monthly drawings up to £4,000)]

Part C - Governance and Authority

Day-to-Day Management Option Selected: [clause 7.1 option a or b or c]

Senior Partner (if Option B): [name of senior partner]

Operations Reporting Frequency: [reporting frequency (e.g., monthly)]

Ordinary Decision Approval Threshold: [ordinary decision approval threshold (e.g., 51%)]

Major Decision Approval Threshold: [major decision approval threshold (e.g., 75% or unanimous)]

Borrowing Approval Threshold: [borrowing approval threshold (£)]

Contract Value Approval Threshold: [contract value approval threshold (£)]

Contract Duration Approval Threshold: [contract duration approval threshold]

Litigation Approval Threshold: [litigation approval threshold (£)]

Employee Remuneration Approval Threshold: [employee remuneration approval threshold (£)]

Meeting Notice Period: [meeting notice period (e.g., 5 business days)]

Deadlock Discussion Period: [deadlock discussion period (e.g., 30 days)]

Deadlock Buy-Sell Mechanism: [deadlock buy-sell mechanism (e.g., offeror names a price per percentage point of partnership share; each other partner must elect to sell at that price or buy the offeror out at the same price)]

Part D - Financial, Tax, and HMRC

Initial Contribution Deadline: [initial contribution deadline]

Partner Loan Interest Rate: [partner loan interest rate (e.g., 5% per annum, fixed)]

Single Bank Withdrawal Approval Threshold: [single withdrawal approval threshold (e.g., £5,000)]

Bank Signatories Required: [number of signatories required (e.g., two)]

Distribution Frequency: [distribution frequency (e.g., quarterly / annually)]

Records Retention Period: [records retention period (e.g., 6 years)]

Annual Accounts Preparation Period: [annual accounts preparation period (e.g., 4 months)]

Accounts Audit Position: [accounts audit position (e.g., on an unaudited basis, or independently reviewed by a named accountancy firm)]

Nominated Partner for SA800: [name of nominated partner for sa800 filing]

Expense Approval Process: [expense approval process]

Part E - Duties and Time Commitment

Disclosure of Outside Activities at Date of Signing: [outside activities disclosed by partners at date of signing]

Part F - Confidentiality, IP, and Pre-Existing Materials

Confidentiality Survival Period: [confidentiality survival period (e.g., 5 years)]

Pre-Existing Material - Partner: [partner bringing pre-existing material]

Pre-Existing Material - Item: [description of pre-existing material]

Pre-Existing Material - Treatment: [treatment of pre-existing material - assigned or licensed]

Pre-Existing Material - Licence Scope (if Licensed): [licence scope for pre-existing material]

Part G - Restrictive Covenants

Non-Compete Period: [non-compete period (e.g., 6, 12, or 18 months)]

Non-Compete Geographic Area: [non-compete geographic area (e.g., the united kingdom or specific cities)]

Non-Solicitation Period: [non-solicitation period (e.g., 12 months)]

Solicitation Salary Floor: [solicitation salary floor (£, e.g., £50,000 per annum)]

Part H - Exit, Buyout, and Dissolution

Voluntary Withdrawal Notice Period: [voluntary withdrawal notice period (e.g., 6 months)]

Cure Period for Material Breach: [cure period (e.g., 30 days)]

Incapacity Threshold Period: [incapacity threshold period (e.g., 90 consecutive days)]

Aggregate Incapacity Period: [aggregate incapacity period (e.g., 180 days in any 12 months)]

Continuation Election Period: [continuation election period (e.g., 60 days)]

Buyout Valuation Method: [buyout valuation method (e.g., agreed annual value, ebitda multiple, independent valuer agreed by the partners or appointed by the president of the icaew)]

Buyout Payment Terms: [buyout payment terms (lump sum / instalments / promissory note)]

Buyout Payment Timeline: [buyout payment timeline (e.g., 12 / 24 / 36 months)]

Transition Support Period: [transition support period (e.g., 4 weeks)]

Part I - Insurance

Public Liability Insurance Minimum: [public liability insurance minimum (e.g., £2,000,000 per occurrence)]

Professional Indemnity Insurance Minimum (if applicable): [professional indemnity insurance minimum (e.g., £2,000,000 per claim, or not applicable)]

Employers' Liability Insurance Minimum (if Partnership has employees): [employers' liability insurance minimum (e.g., £5,000,000 per claim, or not applicable)]

Part J - Dispute Resolution

Negotiation Period: [negotiation period (e.g., 14 or 30 days)]

Mediation Provider: [mediation provider (e.g., cedr, ipos mediation)]