PARTNERSHIP DEED

1. THIS DEED OF PARTNERSHIP IS MADE on this 6TH day of APRIL

2025
Between
a) BANDILE PATEL of P.O. BOX 00800 NAIROBI hereinafter
referred to as Party of the FIRST PART (which expression shall deem
and include his heirs, executors, administrators, representatives,
assigns and agents), AND
b) JANE KWIMERA of P.O. Box 45928 NAIROBI. hereinafter referred
to as Party of the SECOND PART (which expression shall deem and
include his heirs, executors, administrators, representatives, assigns),
AND

2. WHEREAS the above named partners have decided to start the

partnership business of LAW FIRM in the name and style of PATEL AND
KWIMERA Company Advocates LLP with effect from 16th day of
APRIL 2025 on the terms and conditions hereinafter mentioned and have
desired to reduce the terms and conditions into writing.

NOW THIS DEED IS WITNESSETH AS FOLLOWS:

3. NAME OF THE FIRM AND ITS LOCATION

3.1 The partnership Business shall be carried on it the firm Name and
Style of of PATEL AND KWIMERA Company Advocates LLP
(hereinafter referred to as the FIRM),

3.2 The principal place of business of the Partnership shall be situated at

Westlands Nairobi.

4. DATE OF COMMENCEMENT OF BUSINESS

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THAT the business of the PARTNERSHIP pursuant to this DEED of
PARTNERSHIP shall be deemed to have commenced with effect from … th
day of ……………. 2025.

5. NATURE OF BUSINESS

5.1 The Partners are partners in the practice of law.

5.2 The Partners shall at all times conform to the rules and regulations of the
law society of Kenya and the legal profession ethics in general

6. CAPITAL
6.1 That the capital required for the business of Partnership shall be
contributed time to time by the Partners in such manner and in all
respects as may be agreed to between them and such capital shall be
paid back to either party contributing as may be mutually agreed from
time to time but within…………………after commencement of the
business.

6.2 Advances to the partnership

6.2.1 If a Partner, with the request of the other Partners, advances a sum of
money to the Partnership, the advance shall be a debt due from the
Partnership to him and shall be payable within one year or within a period
of time to be agreed by the partners whilst the advance remains
outstanding and on repayment.

6.2.2 The sum advanced shall not be deemed to be an increase in the Partner’s
capital or
entitle him to an increased share in the profits of the Partnership.

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6.2.3 An advance made under clause 6.2 above shall be repaid, at the
expiration of______]
Months’ notice in writing given by the Partner who made the advance to
the other Partners or vice versa.

7. Partnership property
7.1 All the assets used for the purposes of the Partnership business shall
be Partnership property and shall belong to the Partners in the proportions in
which they share the profits of the Partnership.

7.2 The premises referred to in clause above are held by the Partners as
Partnership property. The cost of all rent, rates, repairs, insurance and other
outgoings and expenses relating to the premises and to any other premises
acquired for the purpose of the Partnership business shall be borne by the
Partnership.

7.3 The legal estate in all freehold or leasehold properties acquired for the
purpose of the Partnership shall be vested in the Partners upon trust for sale
or in some of the Partners as trustees for all the Partners. The net proceeds of
sale and the rents and profits until sale shall form part of the Partnership
assets. The trustees shall be indemnified by the Partnership against the rent
and other outgoings in respect of the properties and the costs and expenses
of observing the covenants relating to them.

8. BANK ACCOUNTS
8.1 The firm shall have in its name such Bank Accounts as may be
necessary with any Bank.
8.2 That the partners can open the bank account of the firm, in any bank as
mutually agreed by the partners.
8.3 The bank account/accounts of the FIRM shall be operated by any two
signatories among the partners and the managing partner being a
mandatory signatory to the accounts.

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8.4 All Partnership moneys (not required for current expenses) shall, as
and when received, be paid into the Partnership bank account.
8.5 Partnership cheques shall require the signature of any two Partners.

9. Records and account

9.1 Proper books of account and entry shall be kept and made by the Partners.
Each Partner shall duly and punctually make full and proper entries of all
business transacted by him on account of the Partnership.
9.2 As soon as practicable after each Accounting Date, a balance sheet and
profit and loss
account shall be prepared of all the assets and liabilities of the Partnership
on that Date and of all dealings and transactions of the Partnership during
the Accounting Period ending on that Date. The balance sheet and profit
and loss account shall be prepared and audited by the Accountant and
shall be signed by all the Partners. When signed, they shall be binding on
the Partners except for any manifest error which has been identified within
three calendar months after signature.
9.3 As soon as practicable after the end of each Accounting Period, a balance
sheet shall be prepared as at the Accounting Date of the assets and
liabilities of the Partnership and a profit and loss account in respect of all
transactions of the Partnership during the then preceding Accounting
Period. The balance sheet and profit and loss account shall be prepared on
the basis of accounting principles approved by the Managing Partner and
shall be audited by the Accountants.

Before the Partners sign the balance sheet and profit and loss account,
they shall by resolution determine what sums ought to be provided,
reserved or set aside for the following matters:
the payment of taxation in respect of each Partner’s share of the
profits of the Partnership;

the repayment of borrowings by the Partnership;

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the cost of any agreed expansion of the Partnership business; and

any other provision which the Partners consider reasonable or

prudent.

The Partners shall also by resolution determine whether any amount

provided, reserved or set aside in an earlier Accounting Period may be
released.

11.4 Each balance sheet and profit and loss account shall be agreed to
and signed by all the Partners and, when signed, shall be binding on
all the Partners except that, if any manifest error is detected and
pointed out by any Partner to the Managing Partner within three
calendar months after signature, the error shall be rectified.]

11.[3][5] Each Partner shall be entitled [,after determination of the sums

which are to be reserved, provided, set aside or released under
clause 11.3,] to draw out of the Partnership’s bank account the
undrawn balance (if any) of his share of the profits shown in the
profit and loss account [,less his share of the amounts reserved,
provided or set aside under clause 11.2, together with his share of
any amount released under clause 11.3. The balance not drawn by
him shall be placed to the credit of his capital amount with the
Partnership].

C: MANAGERIAL PROVISIONS
Managing Partner

…………………………………., the ………………………… herein shall be the Managing

Partner of the FIRM.
a. He shall carry on day to day affairs of the firm in the best interest of the
partners with the assistance of the other partners.

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b. Appointments of consultants, staff, employees, agents, dealers, tax
consultants, auditors, advocates etc., shall be made by mutual
consultation between the partners.

c. The Managing Partner shall be entitled to a Salary to be determined by

the parties from time to time as an ad denture to this partnership deed.

Meetings and voting

The Managing Partner, may at any time call a meeting of the Partnership. If the
purpose is to consider a resolution requiring the unanimous decision of the
Partners, at least [________] days’ notice in writing is required. For any other
meeting, at least [________] days’ notice in writing is required.

A general meeting of the Partners shall be convened at intervals of

approximately three months as determined by the Managing Partner to consider
the business and affairs of the Partnership.

Notices of meetings of the Partnership shall specify the place, day and hour of
the meeting and shall contain a statement of the matters to be discussed.

The chairman of the meeting shall be the Managing Partner but he shall not be
entitled to any casting vote by reason of being chairman.

All matters considered at a meeting of the Partners or to be determined by the

Partners shall be decided by a majority vote except that the following matters
shall require a unanimous resolution of all the Partners [present, in person or by
proxy]:

borrowing any sum in excess of £[________];

giving a guarantee;

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opening a new branch office or closing an existing office;

increasing the capital of the Partnership;

introducing into the Partnership a new Partner (whether profit sharing, salaried
or otherwise); and

amending this partnership deed.

A Partner may appoint another Partner as his proxy to vote on his behalf on a
resolution. To be effective, the proxy form must be given to the Managing
Partner not less than [________] hours before the time for holding the meeting.

The quorum for a meeting shall be two Partners. If a quorum is not present
within thirty minutes of the time for which the meeting is convened, the meeting
shall be cancelled.

Minutes shall be taken of all meetings of Partners and (subject to any agreed
amendments) shall be approved and signed by the chairman of the next
following meeting. The minutes, when signed, shall be binding on all the
Partners.

THE PARTNERS’ OBLIGATIONS AND RESTRICTIONS

Good faith
Each Partner shall at all times:

be just and faithful to the other Partners in all matters relating to the
Partnership and give a true account when reasonably required to do so by the
other Partners;

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devote his whole time and attention to the business of the Partnership and use
his best skills and endeavours to carry it on for the benefit of the Partnership;

conduct himself in a proper and responsible manner; and

use his best endeavours to promote the Partnership business.

Restrictions on partners
No Partner shall without the prior [written] consent of the Managing Partner:

employ any of the assets of the Partnership or pledge its credit otherwise than in
the ordinary course of business and for the benefit of the Partnership;

compromise or compound or (except upon payment in full) release or discharge

any debt due to the Partnership;

lend money or give credit on behalf of the Partnership or have any dealings with
any person, firm or company with whom the Managing Partner has forbidden
him to deal;

buy or contract for any goods, services or property on behalf of the Partnership
involving an aggregate commitment of more than [________] or lease any asset
for an amount involving more than [________] per annum or [________] over the
term of the lease;

give any guarantee on behalf of the Partnership;

enter into any bond or become bail, surety or security with or for any person,
firm or company or do or knowingly cause or suffer to be done anything if, as a
result, any Partnership property may be taken in execution or otherwise
endangered;

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[assign, mortgage or charge his share in the Partnership or] enter into
partnership with any other person, firm or company concerning his share in the
Partnership.

E: TERMINATION PROVISIONS
Continuance of partnership
When a Partner ceases to be a Partner for any reason, then, unless the
Continuing Partners otherwise decide, the Partnership shall not determine as
between the Continuing Partners and they shall continue in Partnership upon
the terms of this agreement.

8. DURATION OF THE PARTNERSHIP

a. That the duration of the PARTNERSHIP shall be at WILL subject to
Clause ‘8 (b)’.
b. That any Partner may retire from Partnership after giving a notice
to the other Partner (s) of not less than ONE month in writing and
at the expiry of such notice period he shall be deemed to have
retired.

6. DISTRIBUTION OF PROFITS AND LOSSES OF THE

PARTNERSHIP
The profit and losses of the FIRM shall be dealt with as hereunder:
a. All business expenses shall be borne by the FIRM.

b. That the Profits or Losses, as the case may be, of the Partnership
business shall be divided among the Partners as under :
PARTNER SHARE OF SHARE OF
PROFIT LOSS
…………………………………..

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………………………………………….

…………………………………………….

9. BOOKS OF ACCOUNTS
a. Upon mutual understanding, each Partner or his duly authorised
agent shall have free access to the account books of the
Partnership and shall be entitled to take copies or extracts from
any or all such books and records of the Partnership Business.

b. That the Partners shall keep or cause to be kept the books of

account of the FIRM at the principal places of its business and
make all entries therein, and that all such books of account kept
shall be closed on 31st March every year or in the case of any
necessity on any other date as the Partners may mutually decide.

14. PARTNERSHIP DEED

a. That the terms of the Partnerships Deed may be altered, added to
or cancelled by the written consent of the Parties to this DEED.
b. That it will always remain open to the parties hereto to amend,
annul or change any term or terms of this Deed of Partnership in
the course of its business and in that event of amending, annulling
or changing any term or terms of this deed of Partnership no fresh
deed shall be required to be executed.

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Insurance
All buildings, machinery, office equipment and other assets of the Partnership of
an insurable nature shall, at the cost of the Partnership, be kept insured to their
full replacement value with reputable insurers approved by the Managing
Partner. All insurance money received in the event of loss or damage shall, so far
as possible, be applied in making good the loss or damage.

The Partnership shall maintain policies of insurance for such amounts as the
Managing Partner determines in respect of employer’s liability, public
liability, professional negligence and loss of profits consequent upon
destruction of or damage to the Partnership premises

16. DISSOLUTION OF FIRM.

The Partnership contemplated by this Agreement shall continue until
terminated by the written agreement of all the partners and neither
retirement, death, insolvency, disbarment, notice of intention to do so
signed by any partner, change of membership (whether by admission of
new partners or by expulsion, withdrawal or other cessation of former
partners).

Determination of the Partnership

Upon the determination of the Partnership an account shall be taken of all the
assets and liabilities of the Partnership and of its transactions. With all
convenient speed, the assets shall be sold, realized or collected and the proceeds
applied in discharging the liabilities and expenses of and incidental to the
winding up of the Partnership affairs.

The balance of the assets of the Partnership shall be applied in paying to each
Partner:

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any unpaid profits which are due to him;

his share of the Partnership capital;

his share of any balance in the same proportion as he was, at the date of
determination, entitled to share the profits of the Partnership.

If the amount available is insufficient to discharge in full any payment to be

made under the above sub-paragraphs, the payment shall be made to the
Partners pro rata to the amounts that they would have received had the amount
been sufficient.

The Partners shall execute, do or concur in all necessary or proper instruments,

acts, matters and things for effecting or facilitating the sale, realisation and
collection of the Partnership assets and the due application and division of the
proceeds and for their mutual release or indemnity.

17. PROCEDURE TO BE FOLLOWED IN EXPULSION OF A PARTNER.

Expulsion
If a Partner (the “defaulting Partner”):

is unable to perform his duties as a Partner by reason of illness, injury or other

cause for a period of [________] consecutive months or for an aggregate of more
than [________] months during any period of twelve months; or

commits an act of bankruptcy or is adjudicated bankrupt or allows his share of

the Partnership to be charged for his separate debt under the Partnership Act;
or

becomes a patient under any statute relating to mental health; or

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commits a grave breach or consistent breaches of this agreement; or

fails to pay any monies owing by him to the Partnership within [________] days of
being requested in writing by the Managing Partner to do so; or

is guilty of conduct likely to have a serious adverse effect upon the Partnership
business; or

absents himself from the business of the Partnership without proper cause and
without the consent of the Managing Partner for more than [________] months in
any period of twelve months;

then upon the Managing Partner (or, if the Managing Partner is the defaulting
Partner, the other Partners) becoming aware of the circumstances the Managing
Partner (or, as the case may be, the other Partners) may by notice in writing
determine the Partnership as far as it concerns the defaulting Partner. The
defaulting Partner shall be deemed to have retired on the date of the notice.

The Partners may by notice in writing signed by all of them (other than the one
to whom the notice is addressed) request a Partner to retire from the
Partnership. If he does not retire within [________] days after the notice is given,
he shall at the expiration of that period be deemed to have retired.

18. DISPUTE RESOLUTION

That in the case of any dispute arising out of this DEED between the
Parties of this DEED and their representatives in relation to any matter
whatsoever touching the partnership affairs or the construction or
interpretation, it shall be decided before or after the determination of the
partnership shall be referred to arbitration under the Arbitration Act of
Kenya.

19. GOVERNING LAW

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That without prejudice to the above terms and conditions the parties
hereto in all other matters shall be governed by the provisions of
Partnership Act of Kenya.

IN WITNESS WHEREOF the Parties hereto have set and subscribed their
respective hands to these presents the day, month and year first written
above.

WITNESSES :

1. …………………………………………………
( PARTY OF THE FIRST PART).

2. …………………………………………………
( PARTY OF THE SECOND PART )

3. …………………………………………………….
(PARTY OF THE THIRD PART)

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