Partnership Agreement Sample Bangladesh

PARTNERSHIP AGREEMENT

Document ID: PART-BD-[YEAR]-[SERIAL]
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: The People’s Republic of Bangladesh

---

LEGAL DISCLAIMER

This document is a sophisticated template drafted to align with the principles of the Partnership Act, 1932 (Bangladesh). It is intended for informational purposes and constitutes legal drafting for professional use. It does not constitute formal legal advice. Given the nuances of corporate law in Bangladesh (including potential registration requirements with the Registrar of Joint Stock Companies and Firms (RJSC)), it is strongly recommended that this document be reviewed by local legal counsel prior to execution to ensure compliance with specific industry regulations, tax implications (VAT/TIN status), and local trade customs.

---

1. PARTIES AND RECITALS

This Partnership Agreement ("Agreement") is entered into this [Effective Date] by and between:

Party A: [Company Full Legal Name], a company incorporated under the laws of Bangladesh, having its registered office at [Principal Address of Party A] ("Partner A").

Party B: [Counterparty Full Legal Name], a [Legal Entity Type/Individual], having its registered office/residence at [Principal Address of Party B] ("Partner B").

(Collectively referred to as the "Parties" and individually as a "Partner").

RECITALS: WHEREAS, the Parties desire to form a partnership to engage in the business of [Nature of Business/Industry]; WHEREAS, the Parties wish to define their respective rights, duties, and obligations hereunder;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

---

2. SCOPE OF SERVICES AND PARTNERSHIP PURPOSE

The primary purpose of the partnership shall be to carry on the business of [Detailed Description of Business Activities]. The Parties shall devote their best efforts, skills, and attention to the business of the partnership and shall not engage in any activity that conflicts with the business interests of the partnership.

3. CAPITAL CONTRIBUTIONS AND COMPENSATION

3.1 Initial Contribution: Partner A shall contribute [Amount in USD/BDT] and Partner B shall contribute [Amount in USD/BDT]. 3.2 Profit and Loss: Net profits and losses shall be shared in the ratio of [Percentage A]% to Partner A and [Percentage B]% to Partner B. 3.3 Payment Terms: All distributions shall be made on a [Quarterly/Annual] basis, subject to a reserve for operating expenses and reinvestment as mutually agreed upon in writing. Late payments of any capital calls shall accrue interest at a rate of [Percentage]% per annum.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall commence on the Effective Date and continue until [Date] or until terminated as provided herein. 4.2 Termination for Convenience: Either party may terminate this Agreement by providing [Number] days’ written notice. 4.3 Termination for Breach: If a Party commits a material breach, the non-breaching party shall provide a 30-day notice to cure. If the breach remains uncured, the Agreement shall terminate immediately upon expiry of the notice period.

5. INTELLECTUAL PROPERTY (IP)

All inventions, patents, trademarks, designs, and copyrights developed by the Parties during the term of this partnership, directly related to the business, shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Partnership entity.

6. MUTUAL CONFIDENTIALITY

The Parties agree to maintain strict confidentiality regarding all proprietary information, trade secrets, and financial data exchanged during the term of this Agreement. This obligation survives termination for a period of [Number] years.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution of this Agreement does not violate any existing contracts; and (c) all information provided during the formation process is accurate and complete.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Liability: Neither Party shall be liable to the other for indirect, incidental, or consequential damages. 8.2 Indemnity: Each Party agrees to indemnify, defend, and hold harmless the other Party against any claims, losses, or damages arising out of the indemnifying Party’s gross negligence or willful misconduct.

9. DISPUTE RESOLUTION AND GOVERNING LAW

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of Bangladesh. 9.2 Arbitration: Any dispute arising out of this Agreement that cannot be resolved via good-faith negotiation shall be submitted to binding arbitration in [City, Bangladesh] under the Arbitration Act, 2001.

10. MISCELLANEOUS

10.1 Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force. 10.2 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. 10.3 Entire Agreement: This document constitutes the entire agreement between the Parties and supersedes all prior discussions.

---

11. EXECUTION BLOCKS

FOR [PARTY A / COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Open this text in a Word Processor. Perform a "Find and Replace" for all bracketed items (e.g., [Company Full Legal Name]) to input your specific deal variables.
2. Legal Review: Submit the draft to a legal professional in Bangladesh, specifically to verify if the business structure requires a Trade License or Tax Identification Number (TIN) update based on the partnership formation.
3. Signatory Verification: Ensure the persons signing have the legal authority (Board Resolution for companies, or Power of Attorney for individuals) to bind their respective entities.
4. Execution: Use a secure digital signing platform like DocuSign or Adobe Sign. Ensure the audit trail includes the IP addresses of the signers for evidentiary purposes.
5. Stamp Duty: Under the Stamp Act of Bangladesh, ensure this document is printed on appropriate non-judicial stamp paper as required by the valuation of the contract to ensure enforceability in local courts.
6. Record Retention: Store a scanned PDF/A version in a secure cloud repository and retain the original wet-ink (or cryptographically signed) physical copy in a fireproof legal vault for a minimum of 7 years post-termination.