PARTNERSHIP AGREEMENT
This Partnership Agreement is made and executed on this ____of June, 2025 at Mumbai
PARTIES:
1. _______________, son/daughter of _________, aged [Age] years, residing at [Full
Address], (hereinafter referred to as "the Managing Partner" or "Partner 1").
AND
2. __________, son/daughter of __________, aged [Age] years, residing at [Full Address],
(hereinafter referred to as "the Executive Partner" or "Partner 2").
(The Partners are hereinafter collectively referred to as "the Partners" and individually as a
"Partner").
BACKGROUND:
A. The Partners are qualified and experienced professionals in the construction and real estate
sector, possessing expertise in [e.g., project management, structural engineering, and
business development].
B. The Partners intend to pool their skills, resources, and capital to form a partnership firm
for the purpose of carrying on the business of construction, development, and related
services, thereby leveraging their collective strengths.
C. This Agreement is being executed to define the terms of their partnership, clarify their
respective roles, and govern the management and financial aspects of the Firm in a clear and
transparent manner.
THE PARTIES HERETO, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HEREIN, AGREE AS FOLLOWS:
1. NAME, PURPOSE, AND SCOPE OF BUSINESS
1.1 Firm Name: The partnership shall be conducted under the name and style of "[Firm
Name]".
1.2 Principal Place of Business: The registered office of the Firm shall be at [Full Office
Address].
1.3 Business Scope: The Firm’s business shall encompass the following activities:
a. Undertaking and executing civil, structural, and architectural construction projects.
b. Providing project management consultancy (PMC), design, and engineering services.
c. Engaging in business development, bidding for government and private tenders, and
securing contracts.
d. Sourcing, procuring, and supplying construction materials.
e. All other ancillary and related activities mutually agreed upon by the Partners.
2. DURATION OF PARTNERSHIP
This partnership shall be deemed to have commenced from the date of execution of this
Agreement and shall continue unless dissolved earlier by mutual consent or in accordance
with the law.
3. CAPITAL CONTRIBUTION AND FINANCIALS
3.1 Initial Capital: The total initial capital of the Firm shall be ₹ ________________ Only.
3.2 Contribution: The Partners shall contribute to the capital as follows:
* Partner 1: ₹ [Amount]/- ([Percentage]% share)
* Partner 2: ₹ [Amount]/- ([Percentage]% share)
3.3 Working Capital: The Partners may, from time to time, advance money as a loan to the
Firm to meet working capital requirements. Such loans shall be recorded separately and shall
bear interest at 9 Percent per annum.
4. PROFIT AND LOSS SHARING
4.1 The net profits and losses of the Firm, after all deductions and appropriations, shall be
shared in the following manner:
* Partner 1: [Percentage]%
* Partner 2: [Percentage]%
4.2 Performance-Based Incentive: In addition to the fixed profit share, a portion of the net
profit, not exceeding 10%, may be allocated as a bonus to the Partner(s) responsible for
successfully acquiring and executing a high-value project, as determined by mutual written
agreement.
5. MANAGEMENT STRUCTURE AND ROLES
5.1 Overall Management: All Partners shall have equal rights in the management and control
of the Firm's business. However, for efficient operation, the following roles are defined:
* Partner 1 (Managing Partner): Primarily responsible for strategic decisions, client relations,
financial planning, and business development. The Managing Partner shall have the authority
to sign contracts up to ₹ [Amount]/- without a separate resolution.
* Partner 2 (Executive Partner): Primarily responsible for project execution, site supervision,
quality control, labor management, and vendor/sub-contractor coordination. The Executive
Partner shall have the authority to approve project-related expenses up to ₹ [Amount]/- per
transaction.
5.2 Major Decisions: Notwithstanding the above, the following decisions must be made with
the unanimous consent of all Partners in writing:
a. Acquiring or disposing of any immovable property.
b. Bidding on projects with a contract value exceeding ₹ [Amount]/-.
c. Admitting a new Partner or changing the capital structure.
d. Filing for bankruptcy or dissolution of the Firm.
6. FINANCIAL MANAGEMENT AND ACCOUNTING
6.1 The Partners shall open a joint bank account in the name of the Firm. All financial
transactions of the Firm shall be conducted through this account.
6.2 The Firm shall maintain proper and accurate books of accounts, which shall be audited
annually by a Chartered Accountant. The audited financial statements shall be binding on all
Partners.
6.3 Project-Specific Accounting: Each major project undertaken by the Firm shall be treated
as a separate cost center for accounting purposes. This will allow for granular tracking of
profitability, expenses, and partner contributions.
7. CONSTRUCTION-SPECIFIC CLAUSES
7.1 Tender and Bidding:
a. All bids for new projects shall be approved by both Partners.
b. Expenses incurred for bidding, including EMDs and consultant fees, shall be borne by the
Firm.
7.2 Sub-Contractors and Vendors:
a. The selection and appointment of sub-contractors and major vendors for any project must
be mutually agreed upon by both Partners.
b. The Executive Partner shall be responsible for supervising sub-contractor performance and
certifying their bills.
7.3 Risk and Insurance:
a. The Firm shall procure and maintain comprehensive insurance policies, including
Contractor's All Risk (CAR), professional indemnity, and third-party liability insurance, for
all projects to mitigate risks.
b. The Partners shall be jointly and severally liable for all legal and financial liabilities not
covered by insurance.
7.4 Intellectual Property: All designs, methodologies, trademarks, and project-related
documentation created by the Firm shall be the exclusive property of the Firm. The Partners
shall not use this intellectual property for personal gain or after leaving the partnership.
8. ADMISSION AND EXIT OF PARTNERS
8.1 Admission of New Partner: A new Partner may be admitted only with the unanimous
written consent of all existing Partners.
8.2 Voluntary Exit: A Partner may retire from the Firm by giving 6 months' written notice
to the other Partner(s).
8.3 Valuation: Upon the retirement or death of a Partner, the value of their share shall be
determined by a qualified independent valuer appointed by mutual consent. The valuation
shall be based on the fair market value of the Firm's assets, including goodwill.
8.4 Buyout Option: The remaining Partner(s) shall have the first right of refusal to purchase
the outgoing Partner's share at the determined valuation. Payment shall be made in a mutually
agreed upon installment plan.
9. DISPUTE RESOLUTION
9.1 Mediation: Any dispute, difference, or claim arising out of or in connection with this
Agreement shall first be referred to mediation. The Partners shall attempt to resolve the
dispute amicably through a neutral third-party mediator appointed by mutual consent.
9.2 Arbitration: If the dispute is not resolved through mediation within 45 days, it shall be
referred to arbitration in accordance with the provisions of the Arbitration and Conciliation
Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual
consent, or failing that, by a panel of three arbitrators.
9.3 Venue and Language: The venue of the arbitration shall be Pune, and the proceedings
shall be conducted in English.
10. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India.
The courts in Pune shall have exclusive jurisdiction over any matter arising out of this
Agreement.
IN WITNESS WHEREOF, the Partners have executed this Agreement on the date first
above written in the presence of the following witnesses.
WITNESSES:
1. Name:
Address:
Signature:
2. Name:
Address:
Signature:
PARTNERS:
[Partner 1's Signature]
[Partner 1's Full Name]
[Partner 2's Signature]
[Partner 2's Full Name]
