ਆਪਣੀ ਜਾਣਕਾਰੀ ਭਰੋ

LLP AGREEMENT

BETWEEN THE PARTNERS OF

__________, LLPIN __________, having its registered office at __________ (the "LLP"),

1. 1. __________, son/daughter/wife of __________, of __________, PAN __________ ("First Partner");

1. 2. __________, son/daughter/wife of __________, of __________, PAN __________ ("Second Partner");

together the "Partners", each a "Partner".

RECITALS

B. The Partners have agreed to record the terms on which the business of the LLP is carried on, as required by section 23 of that Act.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS.

1. 1. NAME, REGISTERED OFFICE AND BUSINESS

1.1 The LLP shall carry on business under the name "__________", or such other name as the Partners may agree and as the Registrar of Companies may approve.

1.2 The registered office of the LLP is __________, and shall not be changed except by the consent required by clause 12 and the filing this requires with the Registrar of Companies.

1. 2. DESIGNATED PARTNERS

2.1 The Designated Partners of the LLP are: __________. Each Designated Partner is responsible for doing all acts, matters and things required for compliance with the Limited Liability Partnership Act, 2008, and is liable to the penalties that Act imposes for default, in addition to the LLP's own liability.

1. 3. DURATION

3.1 The LLP has perpetual succession under section 3 of the Limited Liability Partnership Act, 2008. It continues regardless of any change in the Partners, and this Agreement continues to govern the Partners for so long as the LLP exists, as amended from time to time under clause 12.

1. 4. CONTRIBUTION

4.5 A Partner's contribution account shall be credited with the contribution made and debited with any sum withdrawn from it with the consent required by clause 12.

1. 5. CURRENT ACCOUNTS AND DRAWINGS

5.1 A separate current account shall be maintained for each Partner, credited with that Partner's share of profit and debited with remuneration, if any, and drawings. No Partner shall draw from the LLP beyond that Partner's credit balance without the consent required by clause 12.

1. 6. PROFIT AND LOSS SHARING, AND INTEREST ON CONTRIBUTION

1. 7. LIMITED LIABILITY

7.1 Save as sections 28 and 30 of the Limited Liability Partnership Act, 2008 provide, no Partner is personally liable, directly or indirectly, for an obligation of the LLP arising in contract or otherwise solely by reason of being a Partner. Nothing in this clause limits a Partner's own liability for that Partner's own wrongful act or omission, or for a transaction the Partner entered into without authority and that did not bind the LLP.

1. 8. ACCOUNTS

8.1 The LLP shall maintain proper books of account on a cash or accrual basis at its registered office, open to inspection by every Partner at all reasonable times, and shall prepare a Statement of Account and Solvency under section 34 of the Limited Liability Partnership Act, 2008 for the financial year ending 31 March each year, and file the annual return and accounts the Act requires within the time it allows.

1. 9. BANK ACCOUNT

1. 10. MANAGEMENT AND CONDUCT OF BUSINESS

10.2 Every Partner shall act honestly and in the interests of the LLP, and account to it under section 27 for any private profit derived without the other Partners' consent from a transaction of the LLP, from the use of its property, name or business connection, or from a competing business.

1. 11. WHAT NO PARTNER MAY DO WITHOUT CONSENT

11.1 Without the consent required by clause 12, no Partner shall, on behalf of the LLP: open or close a bank account; borrow money or stand as surety beyond the ordinary course of the LLP's business; sell, mortgage or otherwise deal with any immovable property of the LLP; admit a new Partner; compromise or refer to arbitration a claim by or against the LLP exceeding the ordinary course of its business; or change the LLP Agreement or the registered office.

1. 12. MAJOR DECISIONS

1. 13. CESSATION OF A PARTNER

13.3 The LLP continues notwithstanding the cessation of any Partner, and the remaining Partners shall promptly file the change with the Registrar of Companies in LLP Form 4 within the time the Act allows.

1. 14. RESTRAINT ON COMPETING BUSINESS

1. 15. ADMISSION OF A NEW PARTNER

15.1 No person shall be admitted as a Partner except with the consent required by clause 12, and only by a supplementary agreement executed by the continuing Partners and the incoming Partner, recording the incoming Partner's contribution, profit share and the reconstituted profit shares of the continuing Partners, followed by the filing the Act requires.

1. 16. INDEMNITY

16.1 The LLP shall indemnify each Partner for a payment made and a personal liability incurred by that Partner in the ordinary and proper conduct of the business of the LLP, or in or about anything necessarily done for preserving the business or property of the LLP, consistently with section 27(3) of the Limited Liability Partnership Act, 2008. This indemnity does not extend to a liability arising from a Partner's own fraud, wilful default or breach of this Agreement.

1. 17. FILING WITH THE REGISTRAR OF COMPANIES

1. 18. STAMP DUTY

1. 19. DISPUTE RESOLUTION AND GOVERNING LAW

1. 20. GENERAL

20.1 This Agreement is the entire agreement between the Partners about the LLP and supersedes all prior discussion, whether oral or in writing.

20.2 No amendment is effective unless made in writing and signed by every Partner, or by the consent required by clause 12 where this Agreement itself permits that lesser consent for a particular matter, and duly filed with the Registrar of Companies.

20.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.

SIGNED by the FIRST PARTNER
__________

Signature: ______________________________

SIGNED by the SECOND PARTNER
__________

Signature: ______________________________

SCHEDULE

Registered office: __________

Designated Partners: __________