Partnership agreement pt.2

TEN                No partner shall without the express consent of the other partners do any of the following acts:

(a)        draw, accept or endorse any bill of exchange or promissory note, or contract any debt, on account of the partnership or in any manner pledge its credit or employ its funds, except in the normal course of its business;

(b)       lend money to, or give credit to or have dealings on behalf of the partnership with any person, firm or company whom the other partners have forbidden him to lend to or give credit to or have dealings with respectively;

(c)        release, compromise or compound any debt owing to or any claim of the partnership;

(d)       take any steps by way of management, control or conduct of the partnership business which are not in accordance with the policy laid down by the partnership;

(e)        on behalf of the partnership, guarantee payment of or discharge any sum or claim, other than by way of undertaking given in the normal course of business of the partnership;

(f)        whether on behalf of the partnership or as an individual, become cautioner for grant any guarantee or security for any person, firm or company;

(g)       as an individual, enter into any speculative transactions other than by way of investment of his own free capital exclusive of any capital belonging to him in the business of the partnership;

(h)       knowingly do or permit anything to be done whereby the partnership property may be subjected to diligence of any kind;

(i)        assign or charge his share and interest in the partnership or any part thereof.

If any partner shall act in any way contrary to the provisions of this clause he shall indemnify the partnership for any loss resulting therefrom.

ELEVEN         If any party shall:

(a)        become apparently insolvent or enter into any competition or arrangement for the benefit of his creditors generally,

(b)       do any act prohibited by Clause Nine hereof;

(c)        grossly neglect the business of the partnership;

(d)       act in such a way as to bring his name or the reputation of the partnership into dispute;

(e)        act in any respect contrary to the provisions of this contract or to good faith between partners.

Then, in any of these events, the other partners may expel the partner concerned with effect from such date as shall be specified in a written notice given by or on behalf of such other partners to the partner concerned who shall be deemed to have ceased to be a partner on such date.



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Maggie Jones (hereinafter called “the First Party”)




Campbell Jamieson (hereinafter called “the Second Party”)

WHEREAS the Parties hereto have agreed to carry on business together in partnership as Jones & Jamieson Associates THEREFORE the Parties AGREE:-

ONE                The Parties shall carry on the business of an advertising agency in partnership under the firm name of Jones & Jamieson Associates                                               and/or elsewhere as may be agreed.

TWO               The partnership shall commence on 21st March 2014 and subject to the provisions hereof, shall continue thereafter until dissolved by written notice of THREE (3) years given by any partner to the other partners.

THREE           The capital of the partnership shall be such sums contributed by the partners in such proportions as may be agreed by the partners from time to time and the respective contributions of the partners to capital shall be credited in the books and accounts of the partnership.  Each partner shall maintain at credit of his capital account at least such sum as the partners shall mutually agree so that the total at credit of the capital accounts of the partners shall be adequate for the efficient conduct of the business.   Interest shall be payable on the sums standing to the credit of the capital account of each partner at the end of each year at the rate of TWO AND A HALF PERCENT (2.5%) above Bank of England base rate per cent per annum or such other rate as shall be mutually agreed from time to time but shall be calculated and become payable only upon completion of the annual accounts of the partnership.   Interest on capital shall be credited to the capital account of the partners before the profit for the year is ascertained.

FOUR             The First Party shall be entitled to SIXTY PERCENT (60%) of the profit of the partnership and shall bear SIXTY PERCENT (60%) of any losses, and the Second Party will be entitled to FORTY PERCENT (40%) of the profit of the partnership and shall bear FORTY PERCENT (40%) of any losses after the allocation of partners salaries which will be agreed annually and may vary from year to year.  The partners shall be entitled to draw in anticipation of profits such amounts and at such times as the partners may mutually agree.

FIVE               Proper books shall be kept in which all financial transactions of the partnership shall be entered and the books shall be brought to a balance on the 31st January in each year.  A Balance Sheet as at that date with Profit and Loss Accounts for the period to that date shall be prepared and audited by Findlay & Company, Chartered Accountants, 11 Dudhope Terrace, Dundee, or such other Accountants as the partners may from time to time agree.   Copies of the audited Balance Sheet and Accounts shall be furnished to each partner as soon as practicable and the principal copy thereof shall be submitted for signature by each of the partners and, when so signed shall be conclusive.   If the Balance Sheet and Accounts are not signed by any partner within a period of three months after being submitted to him they shall be deemed to have been approved by such partner unless written objections to them have been stated by him within the said period.    Failing agreement among the partners such objections shall be disposed of by an independent accountant to be mutually agreed by the partners or in the absence of such agreement, to be nominated by the arbiter aftermentioned; the accountants shall have power to employ any professional services which he may deem necessary for determination of the dispute.   The decision of such independent accountants shall be conclusive and they shall have power to sign the Balance Sheet and Accounts with any amendments they shall consider proper.   The Balance Sheet and Accounts may be challenged within three months after signature by the partners or independent accountant or arbiter as the case may be, on the ground of any palpable error or omission but subject to the rectification thereof shall remain final and binding on all concerned.   In any Balance Sheet no sums shall be placed on the value of goodwill.


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