The words you are searching are inside this book. To get more targeted content, please make full-text search by clicking here.
Discover the best professional documents and content resources in AnyFlip Document Base.
Search
Published by Enhelion, 2019-11-20 12:23:49

Module 2

Module 2

to be attained, held or maintained; [¨]
[¨]
8.15 compliance with required professional obligations; [¨]
[¨]
8.16 arrangements in respect of non-active investor [¨]
type partners;
[¨]
8.17 management responsibilities, meetings and [¨]
administrative obligations; [¨]
[¨]
8.18 right to information, access and inspection of [¨]
books and records; [¨]
[¨]
8.19 entitlement to cars and arrangements in respect of
general insurance and professional indemnity
insurance;

8.20 good faith, declaration of interests, secret profits
and conduct provisions;

8.21 matters requiring consent of partnership or
managing partner;

8.22 general and specific limitations on individual
partners’ authority;

8.23 entitlement to indemnity for certain matters or in
certain circumstances;

8.24 applicable arrangements in relation to firm name
where there is a ‘name’ partner;

8.25 post-departure obligations, rights and restrictions.

9 Ascertain and specify arrangements and procedures for
incoming and outgoing partners. Review and consider

procedure or arrangements for: [¨]
[¨]
9.1 admitting new members to the partnership on [¨]
required majority or unanimous consent; [¨]
[¨]
9.2 determining level and profit share entitlement of
new partner; [¨]
[¨]
9.3 expelling members and partners; [¨]
[¨]
9.4 retirement of partners on specified age or notice; [¨]
[¨]
9.5 outgoing partner’s partnership share;
[¨]
9.6 for documenting incoming and outgoing partners
together with any required elections, tax
procedures or arrangements;

9.7 dissolution of partnership or exclusion of right to
dissolution;

9.8 forced retirement upon ill health, mental or other
incapacity;

9.9 partners’ expulsion or admission committees;

9.10 grounds for compulsory expulsion or upon
professional disqualification;

9.11 garden leave or other restrictions on partner during
notice period;

9.12 valuation of outgoing partner’s undrawn profits
and capital, valuation of work in progress and
acceleration of outstanding instalments in the
event of arrears;

9.13 periodic and geographic extent of any post- [¨]
departure obligations;
[¨]
9.14 restrictions on non-solicitation of employees, [¨]
business and clients; [¨]

9.15 restrictions on competitive activities; [¨]

9.16 return of partnership property; [¨]
[¨]
9.17 third party notification procedures following date
of retirement, expulsion or departure; [¨]
[¨]
9.18 optional or automatic acquisition of outgoing
partner’s share by other partners; [¨]
[¨]
9.19 payments to deceased partner’s family;
[¨]
9.20 instalment repayment arrangements in respect of
capital; [¨]

9.21 indemnifying the outgoing partner. [¨]

10 Management responsibilities, administration procedures
and obligations should be detailed. Consider and specify:

10.1 majority required for specific matters;

10.2 any power of veto or casting vote in the event of
deadlock;

10.3 management or senior partner positions,
appointment, tenure, functions and duties;

10.4 normal venue, notice and frequency in relation to
partners’ meetings;

10.5 convening and attending meetings; [¨]
[¨]
10.6 whether all partners will be entitled to attend all [¨]
meetings; [¨]
[¨]
10.7 any management or other committee, appointment [¨]
or election, duties and procedures; [¨]
[¨]
10.8 agreed minutes and agenda procedures;
[¨]
10.9 use of written signed resolutions; [¨]
[¨]
10.1 quorums and chairmanship of meetings; [¨]
0 [¨]
[¨]
10.1 decision making at meetings, unanimity and
1 required majority;

10.1 delegation of decision making to special partners
2 or committees;

10.1 any other relevant or applicable matters in respect
3 of the management and administration of the

partnership.

11 Ascertain, consider and detail provisions relating to:

11.1 professional status and qualifications of parties
and partners;

11.2 deemed commencement arrangements;

11.3 previous arrangements which need to be
superseded;

11.4 duration of the partnership (whether indefinite,
until occurrence of an event, completion of project

or specific business, fixed period, during the lives [¨]
of partners); [¨]
[¨]
11.5 express termination events or events excluded [¨]
from giving rise to termination; [¨]
[¨]
11.6 effect of death and bankruptcy of a partner; [¨]
[¨]
11.7 third party businesses with same or similar name;
[¨]
11.8 obtaining required registration or consents; [¨]
[¨]
11.9 type of partnership (limited, general or limited [¨]
liability partnership);

11.1 compliance with applicable laws;
0

11.1 property ownership, type, any trust arrangements
1 in relation to the property or rental arrangements;

11.1 what amounts to partnership property;
2

11.1 partnership bank, banking arrangements,
3 permitted signatories, restrictions, instructions and

mandates;

11.1 maternity or paternity leave entitlement and
4 arrangements for partners;

11.1 valuation of any property or business to be
5 transferred to the partnership;

11.1 arrangements in respect of partners’ holidays and
6 sabbaticals;

11.1 repayment of over-drawings; [¨]
7 [¨]
[¨]
11.1 payment by partnership of partners’ income tax [¨]
8 and National Insurance contributions; [¨]
[¨]
11.1 arrangements for payment of drawings, amounts, [¨]
9 timing and frequency; [¨]

11.2 holding positions in voluntary and charitable [¨]
0 organisations; [¨]
[¨]
11.2 apportionment of accounts or preparation of [¨]
1 retirement accounts on departure of a partner; [¨]

11.2 partners’ existing obligations to a former
2 partnership, business or firm;

11.2 insurance cover and profits share arrangements in
3 relation to unwell or incapacitated partner;

11.2 assets revaluation policy.
4

12 Detail provisions:

12.1 for notices and manner of service;

12.2 appointing other partners as attorney for each
partner;

12.3 in relation to dissolution of the partnership;

12.4 for suspending a partner, applicable disciplinary
procedures and voluntary retirement;

12.5 compliance with applicable regulations and laws;

12.6 for amending the agreement; [¨]
[¨]
12.7 for consent or inclusion and display of names on [¨]
stationery;
[¨]
12.8 resolution of disputes by alternative dispute [¨]
resolution procedures (mediation, expert [¨]
determination etc.), arbitration or the courts; [¨]

12.9 for procuring partners’ release from specified [¨]
obligations or contracts;
[¨]
12.1 relating to non-disclosure of information and [¨]
0 confidentiality undertakings; [¨]
[¨]
12.1 acknowledging ownership of partners’ ‘book of [¨]
1 business’ or clients;

12.1 excluding third party enforcement rights under
2 legislation except as specified with regard to

personal representatives upon a partner’s death;

12.1 relating to record keeping.
3

13 Consider and indicate:

13.1 governing law;

13.2 exclusivity or non-exclusivity of jurisdiction;

13.3 acknowledgement of forum and undertaking not to
object;

13.4 appointment of agent for service, if necessary;

13.5 signature of partnership agreement or execution as

a deed.

TEMPLATES
TEMPLATE 1: MEMORANDUM OF UNDERSTANDING AGREEMENT
SUBJECT TO CONTRACT
Memorandum of understanding in relation to the arrangements for and negotiation of a
formal [...] agreement

DATED: [...]

PARTIES:

(1) Party A: [Name] of [address]

(2) Party B: [Name] of [address]

INTRODUCTION ] and Party B is [ ].
(A) Party A is [

(B) The parties with the intention of working together for the purpose of [ ]
with to set out in outline the basis of their proposed arrangements.

OPERATIVE PROVISIONS:

1 BASIC OUTLINE
1.1 This Memorandum sets out in basic outline the principles that the parties have

provisionally agreed, subject to contract, for Party A and Party B. The proposed
arrangements are described in greater detail in the Schedule.
1.2 During the term of this Memorandum the parties will negotiate [in good faith] formal legal
agreements with each other and with third parties (‘the Final Agreements’) in time for
signature by [specify parties/signatories].
1.3 The parties anticipate that the main agreement in respect of the proposed arrangements will
be a [insert details of agreement] agreement. The main agreement will set out in detail the
[agreed terms of the arrangement].
1.4 The Final Agreements once duly approved and executed shall supersede this
Memorandum.
1.5 Either party may at any time prior to the execution and entry into the final legal documents
withdraw from negotiations without incurring any liability to the other party.
1.6 The parties acknowledge that the commercial principles of the proposed transaction set out
in this Memorandum remain subject to negotiation and approval from their respective
boards of directors.
1.7 The parties will instruct their respective legal advisers to prepare the relevant Final
Agreements. The parties agree to make themselves available on reasonable notice for
meetings when negotiations concerning the Final Agreements shall take place.

2 PROPOSED ARRANGEMENTS

2.1 The basic outline principles to be included in the Final Agreements include the provisions
specified in this clause [2] and the Schedule along with such other matters as may be
agreed between the parties in order to conclude the Final Agreements.

2.2 The parties envisage that the [specify agreement] will contain the provisions set out in
[specify document] and transaction will complete on or before [insert date].

3 LEGAL STATUS OF MEMORANDUM
3.1 Unless and until the Final Agreements are approved and executed between the parties then

[clauses 1 and 2 and the Schedule] of this Memorandum are not intended to and shall not
create any legal obligations between the parties. For the avoidance of doubt, there is no
legal obligation on either party to enter into the proposed transactions anticipated in the
Final Agreements.
3.2 The parties agree and acknowledge that all negotiations and correspondence regarding
[clauses 1 and 2] and the Schedule shall be subject to contract.
3.3 Clauses [3 to 12] inclusive are intended to be legally binding and to create contractual
obligations between the parties with immediate effect.

4 EXCLUSIVE NEGOTIATIONS
4.1 Each party undertakes that for the period of [insert period] and until [insert details] it shall

not (without the prior written consent of the other parties) enter or seek to enter into
negotiations or discussions with another person or entity for participation in the proposed
arrangements or an agreement similar to the proposed arrangements or an agreement
covering broadly the same subject matter as that described in this Memorandum in relation
to the proposed arrangements.
4.2 [Each corporate entity which is a party undertakes that until [details] it shall not (without
the prior written permission of the other parties) enter or seek to enter into negotiations or
discussions with any person, third party or entity for [details] or for the disposal of shares
in that party.]

5 CONFIDENTIALITY

5.1 The undertaking set out in this clause [5] does not extend to information which was already

known to one party prior to disclosure by the other, which is or becomes public knowledge,

or which is disclosed by one party to a third party without any obligations of

confidentiality.

5.2 Each party undertakes that for a period of [ ( )] years from the date of disclosure

that it will treat the other party’s information marked “confidential” or which from its very

nature is obviously confidential (including all material relating to or constituting the

intellectual property of [the other party]) with the same degree of care as it employs with

regard to its own confidential information of a similar type or nature.

5.3 Neither party will intentionally disclose the other’s confidential information to third parties

other than those of its employees, consultants and sub-contractors who need to have such

information for the purposes of this Agreement, and shall ensure that such recipients shall

be bound by the same confidentiality obligations as are set out in this clause.

6 TERM AND TERMINATION
6.1 This Memorandum shall continue in full force and effect until [date or detail] or until

signature of the Final Agreements (if sooner) or such other date as the parties may
otherwise agree.
6.2 Either party may terminate this Memorandum by notice in writing with immediate effect:
6.2.1 if the other party is in material breach of any of the terms of this Memorandum

and such breach remains unremedied [ ] days after receipt of notice from the
terminating party that the other party is in breach;
6.2.2 if liquidation or similar proceedings are filed by or against the other party or if
any action is taken by or against the other party under any law the purpose or
effect of which is or may be to relieve such party in any manner from its debts or
to extend the time of payment thereof or the other party makes an assignment for
the benefit of creditors or makes any conveyance of any of its property which in
the opinion of the terminating party may be to the detriment of that party’s
creditors; or

6.2.3 if a receiver or trustee or similar official is appointed with authority to take
possession of the other party’s property or any part thereof.

7 FORCE MAJEURE
7.1 Notwithstanding any provision to the contrary in this Agreement, neither party shall be

liable for any delay in performing its obligations under this Agreement if such delay is
caused by circumstances beyond its reasonable control (including without limitation any
delay caused by any act or omission of the other party) provided however that any delay by
a sub-contractor or supplier of the party so delaying shall not relieve the party from
liability for delay except where such delay is beyond the reasonable control of the sub-
contractor or supplier concerned.
7.2 Subject to the party so delaying promptly notifying the other party in writing of the reasons
for the delay (and the likely duration of the delay), the performance of such party’s
obligations shall be suspended during the period that the said circumstances persist and
such shall be granted an extension of time for performance equal to the period of the delay.
7.3 The parties agree that unless such delay is caused by the act or omission of the other party:
7.3.1 any costs arising from such delay shall be borne by the party incurring the same;
7.3.2 either party may, if such delay continues for more than [ ] weeks, terminate this

Agreement forthwith giving notice in writing to the other by reason of such
termination.

8 MISCELLANEOUS
8.1 Announcements and Publicity: Neither party shall make any public disclosures or

announcements regarding this Memorandum or its subject matter without the prior written
consent of the other party.
8.2 Costs and Expenses: [Each party shall be responsible for its own costs in relation to all
matters arising out of this Memorandum.]
8.3 General Assignment: This Agreement is personal to the parties and neither this
Agreement nor any rights, licences or obligations under it may be assigned by either party
without the prior written approval of the other party.

8.4 Acquirer Assignment:
8.4.1 Notwithstanding the foregoing, either party may assign this Agreement to any
acquirer of all or of substantially all of such party’s equity securities, assets or
business relating to the subject matter of this Agreement or to any entity
controlled by, that controls, or is under common control with a party to this
Agreement.
8.4.2 Any attempted assignment in breach of this clause will be void and without effect.

8.5 Headings: The headings in the Memorandum are for reference purposes only and are not
intended to be taken into account in the interpretation of the provisions of this
Memorandum.

8.6 Waiver: No delay, neglect or forbearance on the part of either party in enforcing against
the other party any term or condition of this Agreement shall either be or be deemed to be a
waiver or in any way prejudice any right of that party under this Agreement. No right,
power or remedy in this Agreement conferred upon or reserved for either party is exclusive
of any other right, power or remedy available to that party.

8.7 Entire Agreement: This Memorandum embodies the entire understanding and agreement
between the parties in connection with the subject matter of this Memorandum and neither
party is relying on any representations, promises, terms, conditions or obligations oral or
written express or implied other than those contained in this Agreement. Neither party
seeks to exclude liability for fraudulent misrepresentation.

8.8 Variation: This Agreement may not be released, discharged, supplemented, interpreted,
amended, varied or modified in any manner except by an instrument in writing signed by a
duly authorised officer or representative of each of the parties.

8.9 Notices: All notices under this Agreement shall be in writing and all such notices shall be
deemed to have been duly given when delivered, if delivered by courier or other messenger
(including registered mail) during normal business hours of the recipient; or if transmitted
by fax or e-mail and a successful transmission report or return receipt is generated; or on
the fifth business day following mailing, if mailed by national ordinary mail, postage
prepaid; or on the tenth business day following mailing, if mailed by airmail, postage
prepaid in each case addressed to the most recent address, e-mail address, or facsimile
number notified to the other party.

9 GOVERNING LAW
This Agreement and all matters arising from it and any dispute resolutions referred to
below shall be governed by and construed in accordance with English law

10 JURISDICTION

The parties submit to the exclusive jurisdiction of the English courts.

SCHEDULE

SIGNED by the parties [as a deed] on the date at the top of this document.

SIGNED [as a deed] by …………………………….
[ ]
]
for and on behalf of [

SIGNED [as a deed] by …………………………….
[ ]
]
for and on behalf of [

THE SCHEDULE
[Insert details]

TEMPLATE 2: Heads of Terms Agreement [...]200[...]

To: [Address]
[...]

Strictly Private & Confidential
SUBJECT TO CONTRACT (save as set out below)

Dear Sirs
Proposed [Acquisition of Assets/Transaction]

Further to our recent discussions, we write to set out the main terms and conditions upon which
we are prepared to purchase, subject to contract, the [assets] (the “Proposed Acquisition”). The
terms and conditions set out in this document, together with such other agreed terms will be
incorporated into a legally binding agreement.

Except for the provisions set out in paragraph [...] of this Letter, no provision of this Letter is
intended to be legally binding on any party.

1 parties
1.1 The parties whose signatures appear at the end of this document and whose details follow:
- [company name] company registered in England and Wales under registration number [...]

with its registered office at [address] (the “Seller(s)”);
- [name] [PLC/Limited] company registered in England and Wales under registration

number [...] with its registered office at [address] (the “Buyer”).
1.2 The contact details of the parties for the purpose of this document and any notices is as

follows:
The Seller:

Address;
Fax;
Telephone;

- Office:
- Mobile:
Email;
Contact Name.
The Buyer:

Address;
Fax;

Telephone;
- Office
- Mobile
Email;
Contact Name.

2 ASSETS to be acquired
2.1 The Seller will sell the assets set out below (“Assets”) with [full title guarantee], [free of

any charges, mortgages, encumbrances or other security interests.]
2.2 The Assets to be sold are as follows:

[insert details]
[...]

3 purchase price
3.1 The price payable for the Assets will be [sum in words] pounds [(£sum in digits)].
3.2 Such consideration shall be satisfied by payment in cash.
3.3 [Insert any specific provisions relating to the purchase price].
3.4 [The Seller[s] will comply with any relevant requirements relating to [specify relevant

matter or compliance requirement] and as set out in the [insert document or schedule].
3.5 [The purchase price is conditional on [indicate applicable conditions or reference]].
3.6 The purchase price shall be paid by telegraphic transfer to such bank account in the name

of the Seller as the Seller may reasonably direct.

4 TIMING AND timetable for acquisition
4.1 We anticipate being in a position to [exchange contracts with completion taking place on

or before [date or period] [complete this transaction on or before].
4.2 These Heads of Terms are subject to contact and completion of definitive agreements.
4.3 These documents shall be embodied in a further agreement following negotiation and

execution of mutually satisfactory acquisition documentation.

4.4 [Each of us agrees to use our best/reasonable endeavours to work towards exchange of
definitive acquisition documentation for the Proposed Acquisition on or before [date]
200[ ].]

4.5 The parties have agreed for investigations and due diligence in respect of the Assets to be
carried out. It is the current intention of the parties to meet to review and discuss the results
of the due diligence investigations in respect of the Proposed Acquisition on or before
[date] 200[...].]

4.6 [Notwithstanding any provision to the contrary, these Heads of Terms shall expire [...]
[weeks/months] after the date of this Letter unless definitive acquisition documentation
shall have previously been entered into by the parties.]

5 conditions and warranties
5.1 Completion of the Proposed Acquisition will be subject to a number of conditions,

including:
5.1.1 [legal, financial, technical, commercial and environmental due diligence into the

affairs of the Target [Group] having been carried out to the Buyer’s [reasonable]
satisfaction;]
5.1.2 [delivery by the Seller[s] to the Buyer of the following [specify documents or items;]
5.1.3 [the approval of the Proposed Acquisition by the board of directors and shareholders
of the Buyer; and]
5.1.4 compliance by each of the parties with [indicate required compliance obligation];
5.1.5 all licences, authorisations, consents and other approvals necessary for the Proposed
Acquisition having being obtained to the satisfaction of the Buyer.
5.2 In addition to the usual warranties agreed to be given by the Seller, the Seller will warrant:
5.2.1 the title to [specify item/business and assets shares];
5.2.2 that there are no undisclosed liabilities;
5.2.3 information contained in [specify document] is true and accurate in all material

respects.

6 OBLIGATIONS

The parties agree as follows:-

6.1 [...] (pre-due diligence matters);

6.2 [specify required details] (post-due diligence matters);

7 term
The arrangements set out in this document will run from the date of signing until [specify];

8 DEFINITIVE ACQUISITION DOCUMENTATION
8.1 The definitive acquisition documentation will be prepared by [the Buyer’s solicitors],

[...]with the first draft provided on or before [specify date].]
8.2 Subject to the satisfaction of the conditions set out in paragraph [5] the parties will

negotiate and enter into definitive acquisition documentation relating to the Proposed
Acquisition.
8.3 The English language shall be the language of all definitive acquisition documentation and
such documents shall be governed by English law with the English courts having
jurisdiction to settle any dispute arising.
8.4 It is agreed that such definitive acquisition documentation shall contain the following
provisions:-
8.4.1 [insert relevant provisions]
8.4.2 [...]
8.5 Except forthe approval of the Proposed Acquisition by the shareholders of the Buyer the
definitive acquisition documentation will be unconditional.
8.6 The acquisition documentation will contain the usual representations and warranties and
indemnities as the Buyer and its advisers consider reasonably necessary and appropriate.
8.7 [All obligations on the part of the Seller(s) will be joint and several.]

9 NON-COMPETITION/SOLICITATION RESTRICTIONS

To protect the Buyer and its goodwill following the Proposed Acquisition, the Seller[s] will be
required to undertake [not to compete with the Seller[s] and not to solicit [certain] employees,
customers or suppliers of the Seller[s] during and for a period of [six/twelve (6/12) months after
completion of the Proposed Acquisition].

10 undertakings
10.1 At all times whilst these Heads of Terms remain in force, you undertake that:

10.1.1 the business of the Seller(s) and conduct of the Assets shall be carried on in
the ordinary and usual course so as to maintain such business as a going
concern;

10.1.2 the Seller(s) shall not enter into any material contract or otherwise dispose of any
of the Assets outside the ordinary course of business nor assume any liability of a
material amount.

10.2 [In consideration of our incurring further costs and expenses in the course of investigating
the Assets, for the purpose of assessing the Proposed Acquisition [and in consideration of
us agreeing to the confidentiality obligations contained in clause below], following
signature of these Heads of Terms you undertake:
10.2.1 to provide us and our advisers with all such information and data in your
possession, custody or control relating to the Assets as we may request for the
purpose of carrying out our due diligence;
10.2.2 to procure that the agreed representatives of the Seller(s) are available to answer
questions and to assist us and our advisers for the purpose of carrying out due
diligence;
10.2.3 that all such information and data provided to us and our advisers will be accurate
and complete in connection with the definitive documentation;
10.2.4 to update any information and data provided which has become inaccurate,
incomplete or misleading at any time following its delivery to us or our advisers;
and

10.2.5 to provide reasonable access upon reasonable notice to the facilities of the
Seller(s) and the Assets to us and our advisers to enable us to carry out due
diligence.

11 confidentiality
11.1 Subject to paragraph [11.2], for the purposes of this paragraph the expression “Confidential

Information” excludes information that is in or comes into the public domain other than as
a result of a breach of this paragraph 11 or is known by us before [the date of this Letter]
and is not under any obligation of confidence; or which lawfully becomes available to us
other than from a source which is connected with you or your advisers but shall include the
following:
11.1.1 any information that is supplied to us or our advisers by you or your advisers that

is marked as confidential; and
11.1.2 the fact that you are considering selling the shares in the Assets and that you have

entered into discussions or negotiations with us;
11.1.3 all other information relating to the Assets and business of the Seller(s), or to any

customer or supplier of the Seller(s) which you or your advisers may disclose to
us or our advisers, [whether made available to us before or after the date of this
Letter and] regardless of the form the information takes or the manner in which it
is made available.
11.2 In consideration of the Confidential Information being made available to us [and in
consideration of the grant of the period of exclusivity referred to in paragraph [specify]
below, we undertake:
11.2.1 to ensure that each person to whom Confidential Information is disclosed is made
aware of the confidential nature of the Confidential Information;
11.2.2 to treat all Confidential Information as secret and confidential and to take all
necessary steps to preserve such confidentiality;
11.2.3 not to use any Confidential Information other than for the purpose of evaluating
the business, commercial, contractual, trading and financial viability of the Assets
and negotiating the Proposed Acquisition of the Assets, and in particular not to

seek to use Confidential Information to obtain a commercial, trading or other
advantage over the Seller(s);
11.2.4 not to disclose Confidential Information to anyone other than with your prior
written permission or as permitted by paragraph [11.4]; and
11.2.5 to ensure that the recipient of such Confidential Information observes the terms of
this paragraph [11] as if he or it were a party to it and upon request by you, enters
into written undertakings similar to those contained in this paragraph [11];
11.2.6 to confirm to you in writing at any time upon request that we have complied with
the provisions of this paragraph [11];
11.2.7 not to make any announcement or disclosure regarding our investigations into the
Assets without your prior written consent;
11.2.8 not to make any copies of any Confidential Information (including, without
limitation, any document, electronic file, note, extract, analysis or any other
derivation or way of representing or recording any Confidential Information)
without your prior written consent [or as may be [reasonably] necessary for the
purposes mentioned in this document;
11.2.9 not to contact any of the directors, employees or advisers of the Seller(s) other
than [...] or such other persons as you may agree in writing from time to time; and
11.2.10 on your written request, promptly to return to you or destroy, as directed, all
materials containing Confidential Information and all copies, extracts or
reproductions of it
11.2.11 upon written request to certify to you in writing that we have complied with all
such confidentiality obligations.
11.3 We may disclose Confidential Information only to:
11.3.1 your professional advisers and directors of [specify company];
11.3.2 [such of our directors, employees or professional advisers as need to have access
to the Confidential Information for the purpose of our negotiations]; and
11.3.3 such other persons as you agree in writing in advance.
11.4 Subject to clause [number], we may disclose Confidential Information to the extent that
such a disclosure is required by law or any securities exchange or regulatory or
governmental body having jurisdiction over us.

11.5 Prior to disclosing any information under paragraph [11.5], we shall (to the extent
permitted by law) use our [best] endeavours to:
11.5.1 inform you of the circumstances of the proposed disclosure and provide you with
a copy of a legal opinion indicating that the disclosure is necessary;
11.5.2 consult with you as to the wording of the disclosure and possible steps to limit the
adverse effects of the disclosure;
11.5.3 comply with your reasonable requirements in relation to the disclosure; and
11.5.4 gain assurances and/or undertakings as to confidentiality from the body to which
the information is to be disclosed.

11.6 We acknowledge that:
11.6.1 you accept no responsibility or liability for or make any representation or
warranty with respect to the accuracy or completeness of the Confidential
Information;
11.6.2 this Letter and the supply of Confidential Information by you does not constitute
an offer to sell the Assets and you are under no obligation to accept any offer that
we may make to purchase any such shares;
11.6.3 the obligations contained in this clause [(other than those referred to in clause
[number]] shall continue without limit in time;
11.6.4 we shall be responsible for any breach of any of the terms of this Letter by any
person to whom Confidential Information is disclosed as permitted by clause [...];
11.6.5 in addition to all remedies which you may be entitled to as a matter of law, you
shall be entitled to specific performance, injunction and any other form of
equitable relief to enforce the provisions of this document; and
11.6.6 damages would not be an adequate remedy for any breach by us of this Letter.

12 INDEMNITY
12.1 We will indemnify you and keep you indemnified against all costs, losses and expenses

resulting from any breach or non-performance by us of any of our obligations under this
Letter.

12.2 We confirm that we are acting as principal in the Proposed Acquisition and not as a broker
or agent for a third party.

13 LOCK OUT AND exclusivity
13.1 In consideration of our incurring further costs and expenses in the course of our evaluation

of the Proposed Acquisition (and investigating the Assets for the purpose of assessing the
Proposed Acquisition) and in consideration of us agreeing to the confidentiality obligations
contained in paragraph [11], for the period starting on the date of this Letter and ending at
[5.30pm] on [insert date] 200[...][(or such earlier date upon which both of us agree that the
Proposed Acquisition shall not proceed) (the “Exclusivity Period”), you undertake as
follows (and set out in clause [13.2] below).
13.2 You shall not (and shall procure that none of your subsidiaries, employees, agents or
professional advisers shall):
13.2.1 sell or otherwise dispose of all or any part of the Assets or the whole or

substantially the whole of the business and assets of the Seller(s) to any third
party;
13.2.2 initiate, engage in, continue or enter into any discussions or negotiations with any
third party (other than our professional advisers) relating to the disposal of all or
any part of the Assets or the whole or substantially the whole of the business and
assets of the Seller(s);
13.2.3 directly or indirectly solicit or invite enquiries, proposals or offers to purchase all
or any part of the Assets or the whole or substantially the whole of the business
and assets of the Seller(s) from any third party; or
13.2.4 grant to any third party [(other than pursuant to clause [number])] access to the
Confidential Information, books, accounts, records and other information relating
to the Assets, or to the employees or premises of the Seller(s) for the purposes of
evaluating the Assets with a view to purchasing all or any part of the Assets [or
the whole or substantially the whole of the business and assets of the Seller(s).]
13.3 If at any time during the Exclusivity Period you receive an unsolicited enquiry, proposal or
offer to purchase all or any part of the share capital of the Assets or the whole or

substantially the whole of the business and assets of [the Target/any member of the

Seller(s)] from any third party, you undertake to advise us promptly of the contents of such

enquiry, proposal or offer and to notify such third party (without revealing our identity)

that you are unable to enter into any discussions or negotiations with such third party due

to your being bound by an existing exclusivity agreement.

13.4 If you are in [material] breach of any of your obligations under this clause [ ], you shall

reimburse us for all [proper and reasonable] costs and expenses incurred by us [up to the

date of such breach] in relation to the investigation and evaluation of the Assets and the

negotiation and preparation of this Letter, the acquisition agreement and any other

documents relating to the Proposed Acquisition [up to a maximum amount of £[ ].

13.5 If at any time we are in breach of any of our obligations contained in clause [ ] [or we

indicate that we wish to reduce the price offered by us for the Assets or defer the basis on

which it is to be paid, or propose any material change in the terms of our offer for the

Assets (as set out in this Letter)], you will have the right to terminate the Exclusivity

Period referred to in clause [13.1] above by notice in writing with immediate effect.

14 miscellaneous
14.1 Entire Agreement: This Letter (together with the documents referred to in it) constitute

the entire agreement and understanding of the parties (subject to definitive documentation)
of the subject matter of this Letter and no amendments or alterations shall be effective
unless in writing and signed by both parties.
14.2 Announcements: Following signature of this Letter, [unless required by law or the Listing
Rules of the United Kingdom Listing Authority or the Rules of the London Stock
Exchange or any regulatory body,] neither party shall make any public announcement
about the Proposed Acquisition without the prior written consent of the other party.]
14.3 No partnership: Nothing in this Letter shall create or be deemed to create any partnership,
joint venture or principal and agent relationship between the parties in any manner
whatsoever.

14.4 Assignment: None of the parties to this Letter shall assign or transfer or purport to assign
or transfer any of its rights or obligations under this Letter without the prior written consent
of the other party.

14.5 Time: Time shall be of the essence of this Letter both as regards the dates, times and
periods specifically mentioned and as to any dates, times and periods which may be
substituted by agreement in writing between the parties.

14.6 Third Parties: No person who is not a party to this agreement shall have any right to
enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.7 Costs: Each party shall pay its own costs relating to the negotiation, preparation, execution
and implementation of this Letter.

14.8 Counterparts: This Letter may be executed in any number of counterparts, but shall not
take effect until each party has executed at least one counterpart. Each counterpart shall
constitute an original but all the counterparts together shall constitute a single agreement.

15 legal effect
15.1 [Paragraphs [...] to [...] inclusive of this Letter are an expression of the current intentions of

the parties and are not intended to be legally binding or otherwise to give rise to any
enforceable rights or obligations. This Letter does not constitute an offer to purchase any
Assets.]
15.2 [Paragraphs [...] to [...] inclusive of this Letter are legally binding and will become
enforceable by the parties upon countersignature of this Letter.]

16 governing law
16.1 This Letter shall be governed by and construed in accordance with English law.
16.2 The parties submit to the exclusive jurisdiction of the English courts.

Please confirm your agreement to the above terms and conditions by signing, dating and
returning to us the attached copy of this Letter.
Yours faithfully,

[...]
for and on behalf of [...]

We agree with the heads of terms set out above and we undertake to comply with the legally
binding terms and conditions contained in this Letter.

[...]
for and on behalf of [...]
Dated: [...]

TEMPLATE 3: JOINT VENTURE/SHAREHOLDERS AGREEMENT

DATED:[ ]200[ ]

PARTIES:

1 “PARTY A”: [Name](registered number [ ]) of [address];

2 “PARTY B”: [Name](registered in [place] under number [ ]) of [address];

3 “COMPANY”: [Name](registered number [ ]) of [address];

INTRODUCTION:

1 [The Company was formed on [date] for the purpose of [ ]].

2 Party A and Party B wish to participate as joint venture partners and shareholders in the
Company and accordingly have agreed to enter into this Agreement in order to regulate the
operation and management of the Company and the relationship between them as the
Company’s shareholders.

3 [On or prior to the date of this Agreement, in connection with the transaction contemplated
by the parties, the Company has reorganised its share capital and the share capital of the
Company following execution of this Agreement will be £[ ],000 divided into [ ],000
ordinary Shares of [£[ ]] each.]

4 The total issued share capital of the Company following execution of this Agreement will
be [ ] ordinary Shares of [£[ ]] held as to Party A – [ ] and as to Party B – [ ],
representing [ ]% and [ ]% respectively of the entire issued share capital of the
Company.

OPERATIVE PROVISIONS:

11 DEFINITIONS AND INTERPRETATIONS
11.1 In this agreement:

“Board” means the board of directors for the time being of the Company;

“Business” means the business of the Company as described in clause [ ] and such other
business as the Shareholders may agree from time to time in writing should be carried on
by the Company;

“Director” means any director for the time being of the Company including, where
applicable, any alternate director;

“Shareholders” means Party A and Party B (or any person or persons to whom they may
properly transfer their Shares in accordance with this agreement);

“Shares” means shares of the Company;

“Territory” means the United Kingdom and any country in which the Company carries on
business or is able to demonstrate that it has substantive and developed plans to commence
doing business.

11.2 In the event of any ambiguity or conflict arising between the terms of this Agreement and
those of the Company’s memorandum and articles of association, the terms of this
Agreement shall prevail.

11.3 This Agreement may be executed in several counterparts (whether original or facsimile
counterparts) and upon due execution of all such counterparts by one or more parties, each
counterpart shall be deemed to be an original of this Agreement.

11.4 This Agreement supersedes any previous agreement between the parties in relation to the
matters dealt with and represents the entire understanding between the parties in that
respect.

12 OBJECT OF THE COMPANY

12.1 [The primary object of the Company shall be to carry on the business of [ ]

together with all related and incidental business or services.]

12.2 The Business shall be conducted in the best interests of the Company.

12.3 The corporate central management and control of the Company shall be exercised in the

United Kingdom.

13 COMPLETION

13.1 As soon as practicable after executing this Agreement, each of the Shareholders shall take

or cause to be taken the following steps (and to the extent not already done) at Directors’

and Shareholders’ meetings of the Company (as appropriate):

13.1.1 the adoption by the Company of new articles of association in the agreed terms;

13.1.2 the appointment of [insert name], [ ], [ ] and [ ]

as directors of the Company;

13.1.3 the subscription by Party A for [ ] Shares of [£[ ]] each of the Company at a

price of £[ ] per share and the allotment and issue of such Shares by the

Company to Party A against payment of £[ ] in full in cash;

13.1.4 the subscription by Party B for [ ] Shares of [£[ ]] each of the Company at a

price of £[ ] per share and the allotment and issue of such Shares by the

Company to Party B against payment of £[ ] in full in cash;

13.1.5 the execution of the following agreements:

(a) [Directors Service Contract with [specify name]];

(b) [Consultancy Contract with [ ]];

(c) [Settlement Agreement with [ ]];

(d) [Confidentiality Undertaking from [ ]].

13.2 Completion shall take place at [ ] on the date of this Agreement or at such

other place and time as the Shareholders may agree.

14 APPOINTMENT OF DIRECTORS
14.1 The maximum number of Directors holding office at any time shall be [ ] unless

otherwise agreed in writing by the Shareholders.
14.2 [Party A shall be entitled to appoint [ ] Directors and Party B shall be entitled to appoint [

] Directors in respect of its shareholding and at any time each Shareholder shall be entitled
to require the removal or substitution of any Director appointed by it.]
14.3 If the Chairman is unable to attend any meeting of the Board or of members of the
Company, the director appointed by [insert party] shall be entitled to act or appoint another
Director to act as Chairman in his place at the meeting.

14.4 [In the case of an equality of vote at any meeting of the Board or of members of the

Company, the director appointed by [ ] shall [not] be entitled to a second or

casting vote.]

15 THE COMPANY’S AFFAIRS

At all times during the term of this agreement the Shareholders shall exercise all voting rights

and other powers of control available to them in relation to the Company so as to procure

(insofar as they are able to do so by the exercise of those rights and powers) that:

15.1 the business of the Company and its subsidiaries consists exclusively of the Business;

15.2 the Shareholders shall each be entitled to examine the books and accounts of the Company

and its subsidiaries and to be supplied with all relevant information;

15.3 the auditors and other professional advisers of the Company and of each of its subsidiaries

shall be such firm as the Board may determine from time to time;

15.4 the bankers of the Company and each of its subsidiaries shall be [ ] Bank plc or

such other bankers as the Board may determine from time to time;

15.5 the Company shall comply with the provisions of its new articles of association;

15.6 the new articles of association of the Company will not be altered;

15.7 board meetings shall be convened, at regular intervals not exceeding [ ] months, by

service of [ ] days notice in writing;

15.8 subject to the express provisions of this Agreement the Board will determine the general

policy of the Company and of each of its subsidiaries;

15.9 the Board will reserve to itself all matters involving major or unusual decisions;

15.10 telephonic meetings of the Board will be permitted provided that participants acknowledge

orally that they can speak to and hear each other;

15.11 written resolutions including telefaxed written resolutions signed by all Directors shall be

valid as if passed at a duly constituted meeting;

15.12 quorum at meetings of Directors will consist of at least [ ] Directors [provided that there

will be no quorum unless at least one Director appointed by [Party A] (or their respective

proxy or representative) is present].

16 MATTERS REQUIRING CONSENT OF ALL THE SHAREHOLDERS

The Shareholders shall exercise all voting rights and other powers of control available to them in
relation to the Company so as to procure (insofar as they are able to do so by the exercise of
those rights and powers) that, without the prior written consent of all the Shareholders, neither
the Company nor any of its subsidiaries (other than matters or transactions in the normal course
of business):
16.1 takes or agrees to take any property in or licence over any property;
16.2 creates any fixed or floating charge or other encumbrances over the whole or any part of

the property or other assets of the Company or any subsidiary;
16.3 acquires, purchases or subscribes for, or for any interest in, any shares, debentures,

mortgages or securities in any company, trust or other person;
16.4 does or allows to be done any thing as a result of which it may be wound up;
16.5 sells, transfers, leases or otherwise disposes of a material part of the property or other

assets of the Company or the subsidiary (or any interest in them);
16.6 enters into any contract or transaction except in the ordinary and proper course of the

Business on arm’s length terms;
16.7 creates or acquires any subsidiary or disposes of any shares in any subsidiary.

17 WARRANTIES
17.1 Each Shareholder warrants to the other Shareholders that except as fully disclosed in

writing to the Company and the other Shareholders prior to the date of this Agreement that
no contract, transaction commitment or liability of any kind has been entered into or
incurred by that Shareholder on behalf of the Company at any time.
17.2 The Shareholders warrant to each other that all returns and other documents required to be
filed with the Registrar of Companies by the Company have been properly filed.
17.3 [specify party] confirms and undertakes that compliance has been or will be made with all
relevant and material legal requirements in connection with the formation of the Company
and with all issues of Shares.

18 MISCELLANEOUS PROVISIONS AND ACKNOWLEDGEMENTS

18.1 The Company shall recruit and employ such staff as the Board from time to time considers
necessary for the conduct of the Business.

18.2 The Shareholders shall each use reasonable endeavours to procure that the requirements of
the Company and its subsidiaries for working capital to finance the Business are met. Such
requirements may be met by borrowings from banks and other similar sources on
acceptable terms.

18.3 The Shareholders may provide for the Business such services as may from time to time be
agreed between them and the Company in writing subject to agreed terms.

18.4 Except as provided in this Agreement, none of the Shareholders shall create or permit to
subsist any pledge, lien or charge over, or grant any option or other rights over or dispose
of any interest in, all or any of the Shares held or owned by such Shareholder.

18.5 The issue of new Shares shall be regulated in accordance with the terms of this Agreement
and the Company’s articles of association.

18.6 No Share or beneficial ownership of any Shares shall be transferred by a Shareholder
without first offering such Shares to the other Shareholders.

18.7 The transfer of Shares shall otherwise be regulated in accordance with the terms of the
Company’s articles.

18.8 Each Shareholder shall exercise all voting rights and powers of control available to it in
relation to the Company so as to give full effect to the terms and conditions of this
agreement.

18.9 The Directors nominated by each Shareholder shall support and implement all reasonable
proposals put forward at Board and other meetings of the Company and of its subsidiaries
for the development, progress and conduct of the Business. Each Shareholder agrees to
procure or ensure the co-operation of its Directors.

18.10 The Shareholders agree that each shall procure that all third parties directly or indirectly
under its control will not act in a manner which will hinder or prevent resolution of matters
by management of the Company or endanger the progress of the Business of the Company.

18.11 The Shareholders agree that each shall generally use its best endeavours to promote the
Business and the interests of the Company and its subsidiaries.

18.12 The dividend, distribution and payment policy in respect of the profits of the Company
available for distribution shall be a matter for the Board.

18.13 The Board shall decide arrangements in respect of all of the Company’s trading losses and

other amounts eligible for relief from taxation and whether it shall be carried forward by

the Company or surrendered to the Shareholders.

18.14 [None of the Shareholders (other than [Party A] or any person connected with them shall

whilst the Company or its subsidiaries carry on the Business or at any time use or permit to

be used the name “[insert relevant name]” or any similar trading name and, in the event of

[Party A] ceasing for any reason to own at least [ ] per cent each of the equity share

capital of the Company or the Company being placed into liquidation, the Shareholders

will cause the name of the Company to be changed to a wholly dissimilar name which

excludes the words “[ ]” or any similar or derivative name.]

19 NON-COMPETITION RESTRICTIONS
19.1 The Shareholders acknowledge that damages alone would be an in adequate remedy for

breach of any of the following restrictions. Accordingly and without prejudice to any and
all other rights and remedies that the Company may have, each of the Shareholders confirm
that the Company will be entitled to the remedies of injunction, specific performance and
equitable relief for any threatened or actual breach of the provisions of this Agreement.
19.2 None of the Shareholders shall, at any time whilst interested in any Shares or for a period
of [12] months from the date on which they cease to be interested in any Shares, do or
authorise any of the following without the prior written consent of the other Shareholders:
19.2.1 either solely or jointly with or on behalf of any person directly or indirectly carry

on or be engaged or interested in any business competing in the Territory with the
Business;
19.2.2 [solicit the customers of the Business in the Territory (being customers during the
term of this Agreement or (if shorter) within the preceding [12] months), goods or
services in competition with the Business;]
19.2.3 solicit or otherwise offer employment to any Director or senior employee of the
Company or of any of its subsidiaries;
19.2.4 cause or permit any person directly or indirectly under its control to do any of the
acts or things specified above.

19.3 The parties acknowledge and agree that nothing in the restrictions above shall prevent any
Shareholder from carrying on any activity which it carried on during the period of [12]
months before the date of this Agreement and which has been notified to the other
Shareholders prior to the date of execution of this Agreement.

19.4 Nothing shall prevent a Shareholder from offering any service or goods similar to those
previously supplied as part of the Business but subsequently discontinued and no longer
supplied by the Company or any of its subsidiaries.

19.5 Each of the Shareholders acknowledges that the foregoing restrictions are reasonable in all
the circumstances.

19.6 Each of the Shareholders acknowledge that they have been given an opportunity to take
independent legal advice regarding the provisions of this Agreement (and in particular in
respect of the restrictions) and by signing this Agreement such Shareholder acknowledges
that they have either taken such advice or declined to do so.

20 CONFIDENTIALITY
20.1 None of the parties shall divulge or communicate to any person (except for the benefit of

the Business or if legally obliged to do so) or use or exploit for any purpose whatever any
of the trade secrets or confidential knowledge or information or any financial or trading
information relating to any Shareholder or the Company received or obtained as a result of
entering into this Agreement.
20.2 This restriction shall continue to apply after the expiration or termination of this
Agreement without limit in point of time, but shall cease to apply to knowledge or
information which may properly come into the public domain through no fault of the party
concerned.

21 DURATION OF AGREEMENT
21.1 This Agreement shall continue in full force and effect until the first to occur of the

following:
21.1.1 the date upon which only one Shareholder is beneficially entitled to all the Shares;
21.1.2 the Shareholders ceasing to be beneficially entitled in aggregate to [51] per cent

or more of the equity share capital of the Company or otherwise ceasing between

them to control (as defined by section 416 of the Taxes Act) the affairs of the
Company; or
21.1.3 commencement of the Company's winding-up; or
21.1.4 the Shareholders unanimously agreeing in writing to replace this Agreement with
another contract;
21.1.5 the winding up, receivership, insolvency or administration of a body corporate
that is a Shareholder.
21.2 The terms of this Agreement shall continue to bind the Shareholders after termination to
such extent and for so long as may be necessary to give effect to the rights and obligations
contained in it.

22 NOTICES
22.1 Any notice to be given under this Agreement shall either be given personally or sent by

first class delivery post (airmail if overseas) or facsimile transmission.
22.2 The address for service of each party (in the case of a company) shall be its registered

office for the time being and (in the case of an individual) shall be his address stated above
or any other address for service previously notified to the other parties or (in the absence of
notification) his last known place of residence.
22.3 A notice shall be deemed to have been served:
22.3.1 if personally delivered: at the time of delivery;
22.3.2 if posted: at the expiration of [48] hours or (in the case of airmail) seven days

after the envelope containing the notice was delivered into the custody of the
postal authorities;
22.3.3 if sent by facsimile transmission: at the time of transmission.
22.4 In proving service it shall be sufficient to prove that personal delivery was made, or that
the envelope containing the notice was properly addressed and delivered into the custody
office of the postal authority as a prepaid first class or airmail letter (as appropriate) or that
the facsimile transmission was transmitted to the specified number, as the case may be.

23 GENERAL PROVISIONS

23.1 None of the provisions of this Agreement shall be deemed to constitute a partnership
between the Shareholders or the parties and none of them shall have any authority to bind
the other in any way.

23.2 All costs, legal fees and other expenses incurred in the preparation, signature and
implementation of this Agreement shall be borne and paid by the party incurring it. All
costs, legal fees, registration fees and other expenses incurred on behalf of the Company
shall be borne and paid by the Company.

23.3 None of the Shareholders shall assign or transfer, or purport to assign or transfer, any of its
rights or obligations under this Agreement without the prior written consent of the other
Shareholders.

23.4 This agreement shall operate for the benefit of and be binding on the respective successors
in title and permitted assigns of each Shareholder.

23.5 Before transferring any Shares a Shareholder shall procure that the transferee executes a
deed in favour of the other Shareholders by which the transferee agrees to be bound by the
provisions of this Agreement or terms identical to the terms of this Agreement.

23.6 None of the rights of any party shall be prejudiced or restricted by any indulgence or
forbearance extended to any other party and no waiver by any party in respect of any
breach shall operate as a waiver in respect of any subsequent breach.

23.7 If any of the provisions of this Agreement is found by a Court or other competent authority
to be void or unenforceable, the provision shall be deemed to be deleted from this
Agreement and the remaining provisions shall continue in full force and effect. The parties
shall nevertheless negotiate in good faith in order to agree the terms of a mutually
satisfactory provision to be substituted for the provision which is void or unenforceable.

23.8 It is acknowledged and agreed by the parties that unless where expressly provided in this
Agreement, no person who is not a party to this Agreement will have any right to enforce it
pursuant to the Contracts (Rights of Third Parties) Act 1999. The provisions of this clause
shall not affect any right or remedy of any person which exists or is available otherwise than
pursuant to that Act.

23.9 Reference to any statute or statutory provision includes a reference to that statute or
statutory provision as from time to time amended, extended or re-enacted, with or without
amendment.

23.10 Words denoting one gender only include the other genders and words denoting individuals
include corporations and vice versa; and references to “person” include a firm or
corporation.

23.11 The headings in this Agreement are inserted for convenience only and do not affect its
interpretation.

24 GOVERNING LAW AND JURISDICTION
24.1 The construction, validity and performance of this agreement shall be governed in all

respects by English law.
24.2 The Parties submit to the exclusive jurisdiction of the High Court of England.

Signed by the parties on the date at the top of this agreement.

SIGNED [as a Deed] by ……………………………………

for and on behalf of PARTY A

SIGNED [as a Deed] by ……………………………………

for and on behalf of PARTY B

TEMPLATE 4: PARTNERSHIP AGREEMENT

DATED: []200[]

PARTIES:
(1) [Name] of [address]; and
(2) [] of []; and
(3) [] of []; and
(4) [] of [].

INTROUCTION:
(A) The Partners have decided to carry on the Business at [place] in [detail] under the style of

“[insert details]”.
(B) The Partners wish to record the terms of their partnership as set out in this Deed.

OPERATIVE PROVISIONS:

25 DEFINITIONS AND INTERPRETATIONS
25.1 In this Deed (including the Introduction) unless the context otherwise requires the

following expressions shall have the following meanings:
“Accountants” means [] of [] or such other firm of chartered accountants appointed from
time to time by the Partners or Partnership;

“Accounting Period” means [];

“Bank” means [] plc;

“the Business” meansthe business or practice of [];

“Business Day” means [];

“Continuing Partners” means the Partners who remain Partners after an Outgoing Partner
shall have ceased to be a Partner, on the Succession Date;

“Commencement Date” means [];

“Partnership” means the partnership carried on by the Partners as constituted by this Deed;

“Partners” means the parties to this Deed (and any other person who is admitted to the
Partnership and agrees to be bound by this Deed) and the survivors or survivor of them or the
person or persons who shall from time to time and for the time being be partners in the
Partnership and “Partner” shall mean any one of the Partners;

“Net Profits” means the profits of the Partnership shown by the accounts prepared by the
Accountants in relation to an Accounting Period after charging all expenses [(including any
payment of interest on capital and undrawn profits payable in accordance with provision of
this Deed];

“Outgoing Partner” means a Partner who for any reason ceases to be a Partner;

“Partnership Assets” means all the assets of the Partnership from time to time;

“Partnership Name” means [];

“Succession Date” means the date on which the Outgoing Partner ceases or is deemed to
have ceased to be a partner under this Agreement;

“Taxation” means any income tax, corporation tax, capital gains tax, value added tax,
national insurance contributions (whether employer’s, employee’s or self-employed) and all
interest or other penalties levied or leviable thereon as well as all other governmental levies
or imposts in the nature of taxation and all interests and penalties therein in every case where
leviable on the Partners by reference to the Partnership in respect of the Partnership business.

25.2 Any reference to a statue or statutory provision includes a reference to that provision as
amended, re-enacted or replaced from time to time whether before or after the date of this
Deed and any former statutory provision replaced (with or without modification) by the
provision referred to and any subordinate legislation made under it.

25.3 In the case of an Outgoing Partner any such Partner who ceases to be a Partner by reason
of its insolvency, receivership or administrative receivership shall except where the context
otherwise requires include its administrator, administrative receiver or liquidator (as
appropriate).

25.4 The clause headings shall not in any way affect the construction of this Deed.
25.5 Except as otherwise specified in this Document, this Deed shall enure for the benefit of and

shall be binding upon the successors, executors, administrators or other representatives,
successors and assigns of the Partners.

26 ENTIRE PARTNERSHIP AGREEMENT
26.1 This Deed contains the whole agreement between the Partners and supersedes any prior

written or oral agreement between the parties in relation to the subject matter.
26.2 The parties confirm that they have not entered into this Deed on the basis of any

representations that are not expressly incorporated into this Deed.
26.3 No oral explanation or oral information given by any party shall alter or affect the

interpretation of this Deed.

27 ESTABLISHMENT OF THE PARTNERSHIP AND BUSINESS

27.1 The Partners shall become and be Partners with effect from the Commencement Date in
carrying on the Business.

27.2 The Partners shall at all times comply with the rules and regulations of [].
27.3 The Partners hereby undertake to be responsible for and to bear all the commitments of the

Business from the Commencement Date.

28 PARTNERSHIP NAME AND PLACE OF BUSINESS
28.1 The Partnership Business shall be carried on by the Partners under the name and style of

the Partnership Name or such other name or names as may be agreed by the Partners.
28.2 The Partnership shall be known by and contract in the name of and conduct the Business

using only the Partnership Name from time to time.
28.3 Each of the Partners acknowledges that all proprietary and other rights in the Partnership

Name are vested exclusively in the Partnership.
28.4 The principal place of Business of the Partnership shall be [] and/or at such other place or

places as may from time to time be agreed between the Partners.

29 DURATION OF PARTNERSHIP
29.1 The Partnership shall continue during such period as two or more Partners shall be carrying

on the said Business in accordance with the terms and provisions of this Deed.
29.2 The retirement or expulsion of any Partner or the admission of a New Partner shall not

dissolve the Partnership as regards the Continuing Partners.

30 PARTNERSHIP ASSETS AND RESTRICTIONS
30.1 All assets used in the Partnership Business shall be loans to the Partners in the relevant

proportions. The legal estate in all freehold or leasehold property purchased for the
Business and the Partnership shall be vested in [] as trustee for all the Partners. The
premises from which the Partnership Business is carried on is a Partnership Asset and all
rental, insurance, outgoing or maintenance shall be borne by the Partnership.
30.2 No action shall be taken by or on behalf of any Partner in respect of the consideration or
implementation of any of the matters listed below unless such matter shall have been

approved by a majority at a meeting of the Partners or each of the Partners shall have
otherwise consented to:
30.2.1 the cessation of the Business or dissolution of the Partnership save where it is

insolvent;
30.2.2 the borrowing or raising of money whether or not on the security of any property

or assets of the Partnership or the creation of any mortgage, charge or pledge
upon or in respect of the business or the assets of the Partnership or any part
thereof;
30.2.3 the making or guaranteeing of any loan or advance whatsoever;
30.2.4 otherwise than in the normal course of business, the acquisition or disposal by one
or more transactions of any capital assets;
30.2.5 purchase, sale, taking or letting on lease or tenancy or other acquisition or
disposal by the Partnership of any real or leasehold property;
30.2.6 any material change in the nature of the Business of the establishment or
acquisition of any new business;
30.2.7 the entry into any material or long term agreement or any agreement with any
person connected with either of the Partners;
30.2.8 the entry into any partnership or joint venture;
30.2.9 the initiation of any litigation or arbitration (other than the collection of debts
arising in the ordinary course of business);
30.2.10 the opening of further bank accounts or the variation of bank mandates;
30.2.11 any act or thing outside the ordinary course of the Business or other than on an
arm’s length basis;
30.2.12 the making of any distribution or other payment or repayment of capital;
30.2.13 the appointment or removal of Accountants or Bankers;
30.2.14 the entry into any contract of employment.

31 BANKERS
31.1 The bankers of the Partnership shall be the [] Bank or such other bank as the Partners may

agree or appoint from time to time.

31.2 All monies belonging to the Partnership (except such monies as are required for current
expenses) shall be paid into and deposited with the Bank to the credit of an account of the
Partnership.

31.3 Unless all the Partners otherwise agree all Partnership cheques shall be signed by any two
Partners in accordance with the terms of any current bank mandate executed by the
Partnership in favour of the Bank.

32 CAPITAL

32.1 The capital of the Partnership shall be the sum of [£ ] or such other sum as the

Partners may from time to time determine.

32.2 The Partnership Capital shall be contributed by and belong to the Partners in the

proportions in which they are or would have been entitled to share in the Net Profits of the

Partnership.

32.3 The initial contribution to the capital of the Partnership shall be transferred to the capital

account.

32.4 No Partner shall as long as it or he or she shall remain a Partner be entitled to withdraw any

of the amount of capital credited to it in the books of the Partnership without first giving

notice to the other Partners.

32.5 Each Partner shall be entitled to interest at the rate of [] per cent per annum above the []

base rate of the Bank for the time being and from time to time (or at such other rate as the

Partners may from time to time determine) on the amount of capital and undrawn profits

for the time being standing in its credit in the books of account of the Partnership.

32.6 Interest on capital and undrawn profits shall accrue on a monthly basis and shall be paid or

credited before any division of the Net Profits of the Partnership is made.

32.7 Any profits or losses or liabilities of a capital nature shall belong to or be borne by the

Partners in the proportions in which they are or would have been entitled to share in the

Net Profits of the Partnership.

32.8 A Partner shall not be entitled to the return of capital contribution except upon the

termination of the Partnership unless the Partners otherwise stipulate.

33 PROFITS AND LOSSES
33.1 The Partners shall share in the Net Profits of the Partnership in the following proportions:

[] - [] per cent;

[] - [] per cent;

[] - [] per cent;

[] - [] per cent.

33.2 Any losses and liabilities shall be borne and paid by the Partners in the proportions in
which they are or would be entitled to share in the Net Profits of the Partnership; [provided
that any loss or liability incurred through the wilful neglect or default of any Partner shall
be borne and made good by that Partner alone].

34 ADVANCES AND DRAWING
34.1 Each of the Partners shall be entitled to an advance [monthly/quarterly] on the last day of

each [month/quarter] on account of his share of the Net Profits of the Partnership an
amount not exceeding [£ ] or such other sums as the Partners may from time to time
determine.
34.2 No sum shall be drawn unless there is money in the Partnership’s bank account or there are
banking overdraft facilities available.
34.3 After approval of the accounts of the Partnership the Partners shall in respect of the
relevant Accounting Period or other period to which such account relates be entitled to
draw such part of the amount which is equivalent to the share of the Net Profits of the
Partnership to which they are entitled as shown by such accounts less the aggregate of the
aggregate of their [monthly/quarterly] advances together with any other amounts debited to
their capital account.
34.4 Any part of the balance of the Partner’s share remaining undrawn shall be credited to its
capital account.
34.5 Notwithstanding any provision to the contrary each Partner shall ensure that its drawings
are such that a credit balance on its capital account is maintained at all times which is at

least equal to its proportion of the capital of the Partnership as from time to time
determined.
34.6 If in any Accounting Period or other relevant financial period the total amount of advances
received by any Partner (together with all other sums debited to its capital account for that
year or other period) shall on approval of the accounts be found to be in excess of its share
as shown by such accounts, then that Partner shall immediately upon the adoption of the
accounts refund to the Partnership the excess so advanced without interest.

35 GOOD FAITH, JUST AND FAITHFUL
35.1 Each Partner shall be just and faithful to the other Partners in all transactions relating to the

business or affairs of the Partnership.
35.2 Each Partner shall give to the other Partners full information and explanations of all

matters relating to the business or affairs of the Partnership when and so often as the same
shall be reasonably required.
35.3 Each Partner undertakes to and shall upon every reasonable request inform the other
Partners of all letters, accounts, writings and other things which shall come into its
possession or knowledge concerning the business or affairs of the Partnership.
35.4 All Partners shall use their best endeavours to promote the Partnership Business.

36 NEGATIVE COVENANTS
36.1 Each Partner undertakes, either while [it/he] it is a Partner or after ceasing to be a Partner,

not to use to the detriment or prejudice of the Partnership or (except within its authority as
a Partner) divulge to any person any trade secret or any other confidential information
concerning the business investments or affairs of the Partnership which shall not have
become public knowledge (otherwise than through its default).
36.2 No Partner shall and shall procure that none of its officers, employees or agents shall
except with the prior consent of the other Partners:
36.2.1 assign mortgage or charge its share or interest in the capital or the Net Profits of

the Partnership or the property of the Partners or of any part thereof;

36.2.2 become bail surety, guarantor or security for any person, firm or company or do
or knowingly permit anything to be done whereby the property of the Partnership
may be seized, attached or taken in execution.

36.3 No Partner shall without the consent of a majority of the Partners compound, release or
discharge any debt which shall be due or owing to the Partnership without receiving the
full amount thereof or agree to make any variation for any client or debtor of the
Partnership of the normal scale of lease rentals, interest or other normal terms of business
of the Partnership.

36.4 No Partner shall draw, accept, endorse or sign any cheque or other bill of exchange or
promissory note or contract any debt on account of the Partnership or employ any of the
monies or effects of the Partnership or in any manner pledge the credit of the Partnership
except in the usual and regular course of business.

37 INDEMNITY
Without prejudice to any powers of expulsion vested in the Partners by this Deed or
otherwise, if any Partner shall commit a breach of any of the obligations set out in clauses
[11] and [12] he shall indemnify and keep fully and effectively indemnified the other
Partners from and against all losses, damages, actions, proceedings, costs and expenses
arising directly or indirectly on account thereof.

38 EXPULSION
38.1 If any Partner shall at any time during the continuance of the Partnership:

38.1.1 becomes the subject of a proceeding in winding-up, bankruptcy, administration,
receivership, insolvency or similar action;

38.1.2 permits his share of the property of the Partnership to be charged for his separate
debt; or

38.1.3 fails to account for money received by it in respect of any Partnership transaction;
or


Click to View FlipBook Version