Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (hereinafter referred to as the “Agreement”) is

made on this day of [insert date] (hereinafter referred to as the “Effective Date”) between and
among:

1. , son of , holding CNIC No. residing at t, which expression shall, unless it be repugnant
to the subject or context thereof, include his legal heirs, successors, nominees and
permitted assignees and hereinafter called the First Party;

2. , daughter of holding CNIC No., residing at, which expression shall, unless it be
repugnant to the subject or context thereof, include his legal heirs, successors, nominees
and permitted assignees and hereinafter called the Second Party;

[The First and the Second Party shall be individually referred to as a ‘Partner’ and
collectively as ‘Partners’]
 RECITALS

WHEREAS, the parties agree to form a limited partnership pursuant to the terms and
conditions contained in this Agreement. Except as otherwise provided in this Agreement, the
rights and liabilities of the Partners shall be governed by the Limited Liability Partnership
Act, 2017 (hereinafter referred to as the “Act”).

NOW, THEREFORE, the Parties in exchange hereto agree as follows:

1. ORGANIZATION

1.1. The name of the Partnership shall be ________(hereinafter referred to as the “Firm”).

1.2. The place of business of the Partnership (hereinafter the “Office”) shall be located at
[insert address].

2. BUSINESS AND PURPOSE.

2.1. The business and purposes of the Partnership are to plan and manage events.

2.2. The Partnership may also do and engage in any and all other things and activities and
have all powers incident to the said expansion, or any part or parts thereof, including,
by way of illustration and not by way of limitation, arranging for and delivering
contracts of sale, deeds, leases, deeds of trust, ground leases, mortgages, notes and
other evidence of indebtedness, security agreements, and other security instruments;
entering into agreements for the licensing, franchising, sale, and development of the
Firm’s brand; and doing all things reasonably incident to the development and
management of the Firm.

3. TERM OF AGREEMENT

3.1. This Agreement shall become effective as of [insert date].

3.2. The initial term for this Agreement shall be for a period of 10 years from the
Effective Date.
 3.3. Unless sooner terminated pursuant to the further provisions of this Agreement, the
Partnership shall continue in perpetuity.

4. NATURE OF THE BUSINESS

4.1. The Partners shall from the Effective Date of this Agreement carry on the business of
[insert nature of LLP business].

5. CONTRIBUTION

5.1. The initial contribution of the Firm shall be Rs. [insert number]/- (Rupees [insert
number in words] only) which shall be contributed by the Partners in the following
proportions:

5.1.1. First Party: 25% i.e. Rs. ____/- (Rupees _________ only)

5.1.2. Second Party: 25% i.e. Rs. ____/- (Rupees _________ only)

5.1.3. Third Party: 25% i.e. Rs. ____/- (Rupees _________ only)

5.1.4. Fourth Party: 25% i.e. Rs. ____/- (Rupees _________ only)

5.2. Any further contributions, if required by the Firm shall be brought by the Partners in
such ratio as may be decided with the consent of all the Partners from time to time.

6. PROFIT AND LOSSES

6.1. Profits and losses of the Firm in each financial year shall be divided between and
borne by the Partners in the proportion of their respective capital contribution
standing to their credit in the books of the Firm as on the last date of the relevant
financial year.

6.2. The profit sharing ratio of the Partners may be altered subject to approval of all
Partners, and alteration of the Agreement to this effect and necessary compliance with
all the requirements under the Act and Rules.

7. BANKING
 7.1. The Firm shall open a bank account in [insert Bank name] (hereinafter referred to as
the “Bank”).

7.2. All money belonging to the Firm shall be paid promptly into the Firm’s account at the
Bank for the credit of the Firm.

7.3. All money and securities received by the Firm or any Partner on behalf of any Client
or Third Party shall be paid and delivered promptly to the Client or Third party into
an appropriate Client Account.

8. ACCOUNT

8.1. The Partners shall ensure that proper books of account giving a true and fair view of
the Business, the state of affairs and profit or loss of the Firm are properly kept and
preserved and are open to inspection by the Partners at all times.

8.2. The Firm’s books of account shall be kept at the Registered Office.

9. DRAWINGS

9.1. On the 1st of each month or the next Business Day where that date is not a Business
Day, each Partner (shall be paid or may draw) on account of their share of profits
such sum as the Partners may determine.

9.2. If any Member withdraws funds in excess of their profit share for an accounting year,
that Member shall repay the excess drawings to the Firm immediately.

10. PARTNERS

10.1. Transfer or Assignment of Rights

10.1.1. In case any of the Partners of the Firm desires to transfer or assign his interest
in Firm, he has to offer the same to the remaining Partners by giving fifteen
[15] days’ notice.
 10.1.2. In the absence of any communication by the remaining Partners the
concerned Partner can transfer or assign his share in the profits of the Firm to
any other person in the market by execution of an agreement in writing.

10.1.3. Such transfer or assignment of share in the profits of the Firm shall be
communicated to all the Partners within thirty [30] days from the date of
execution of the agreement, or the effective date of transfer/ assignment,
whichever is earlier.

10.2. Admission of New Partner

10.2.1. No Person or Body Corporate may be introduced as a new Partner without the
consent of all the existing Partners.

10.3. Resignation / Retirement of Partner

10.3.1. Any Partner may cease to be Partner of the Firm by giving a notice in writing
of not less than thirty [30] days to the other Partners of his intention to
resign/retire as Partner.

10.3.2. On the expiry of the notice period or at an earlier date at the discretion of
continuing Partners, the resigning/ retiring Partner shall cease to be a Partner
in the Firm.

10.3.3. The accounts of the Firm shall be taken as closed on the date of resignation/
retirement/ transfer of partners’ rights to other persons/ person other than
existing partners, and the amount found due from or payable to the Resigning/
Retiring Partner/ Partner whose rights are being transferred, shall be paid or
recovered within three months of the date of resignation/ retirement.

10.3.4. The business of the Firm with all its assets and liabilities shall be continued by
the continuing Partners.

10.4. Death of Partner

 10.4.1. Upon the death of any of the Partners herein the heirs, executors and
administrators of such deceased Partners shall be entitled to and shall be paid
the full payment in respect of the right, title and interest of such deceased
Partner.

10.4.2. On the death of any Partner, if his or her heir / heirs opt not to become the
Partner, the surviving Partners shall have the option to get the profits of the
Firm in the profit sharing ratio of the deceased Partner.

10.5. Removal of Partner

10.5.1. No Partner can be expelled by the other Partners or a majority of Partners

except in where the Partner concerned:

a. commits any serious breach or persistent breaches of this agreement; or

b. has a bankruptcy order made against them or enters into any composition or
arrangement with or for the benefit of their creditors; or

c. fails to pay any money owing by them to the Firm within thirty [30] days of a
written request for payment from the Firm; or

d. fails to account for or pay over or refund any money received and belonging to
the Firm within thirty [30] days after being so required by notice from the
Partners; or

e. is guilty of any conduct likely to have a serious adverse effect on the Business; or

f. is convicted of any criminal offence involving dishonesty; or

g. becomes physically or mentally unfit (certified as such by a medical practitioner)

to carry on their duties and obligations as a Partner under this Agreement for a
continuous period of 135 days (excluding any periods of holiday, maternity leave,
parental leave or family leave) immediately preceding the service of the notice.

10.6. Rights of Partner

 10.6.1. All the Partners hereto shall have the rights, title and interest in all the assets
and properties in the Firm in the proportion of their contribution to the capital.

10.6.2. Every Partner has a right to have access to and to inspect and copy any books
of account / documents, etc. of the Firm.

10.6.3. The Firm shall have perpetual succession, and the death, retirement or
insolvency of any Partner shall not dissolve the Firm.

10.6.4. Upon insolvency of a Partner his or her rights, title and interest in the Firm
shall come to an end.

10.7. Duties of Partners

10.7.1. Every Partner shall account to the Limited Liability Partnership for any
benefit derived by him without the consent of the Limited Liability
Partnership from any transaction concerning the Limited Liability Partnership,
or from any use by him of the property, name or any business connection of
the Limited Liability Partnership.

10.7.2. Every Partner shall indemnify the Limited Liability Partnership and the other
existing Partners for any loss caused to it by his fraud in the conduct of the
business of the Limited Liability Partnership.

10.7.3. Each Partner shall render true accounts and full information of all things
affecting the Limited Liability Partnership to any Partner or his legal
representatives.

10.7.4. No Partner shall without the written consent of all the other Partners of the
Firm:

a. Employ any money, goods or effects of the Firm or pledge the credit
thereof except in the ordinary course of business and upon the account or
for the benefit of the Firm.
 b. Lend money or give credit on behalf of the Firm or to have any dealings
with any Persons, Company or Firm whom the other Partners previously
in writing have forbidden it to trust or deal with. Any loss incurred
through any breach of provisions shall be made good with the Firm by the
Partner incurring the same.

c. Enter into any bond or become sureties or security with or for any person
or do knowingly cause or suffer to be done anything whereby the Firm
property or any part thereof may be seized.

d. Assign, mortgage or charge his or her share in the Firm or any asset or
property thereof or make any other person a Partner therein.

e. Compromise or compound or (except upon payment in full) release or

discharge any debt due to the Firm except upon the written consent given
by all the other Partners.

10.8. Extent of Liability of the Firm

10.8.1. The Firm is not bound by anything done by a Partner in dealing with a person
if:

a. the Partner in fact has no authority to act for the Firm in doing a particular
act; and

b. the person dealing with him knows that he has no authority or does not
know or believe him to be a Partner of the Firm.

11. Meetings

11.1. Meetings of the Partners shall be held at least 12 times per annual accounting period.

11.2. Every meeting of the Partners, shall be governed by the following provisions

11.2.1. a notice of meeting shall be served on all those entitled to attend the meeting
and such notice shall specify the place, day and time of the meeting and a
 statement of the matters to be discussed at the meeting, not less than ten [10]
clear days' notice is to be given of a meeting to all those entitled to attend,
provided that valid shorter notice is deemed to have been given if it is ratified
by a majority of those attending the meeting itself

11.2.2. at commencement of any meeting, those in attendance shall elect the chairman
of the meeting, who shall have a casting vote

11.2.3. the quorum for a meeting of the Partners is 4 present in person or by proxy

11.2.4. where the appropriate quorum is not present within thirty [30] minutes of the
start time stated in the notice of the meeting, any resolution passed at the
inquorate meeting is deemed to have been passed if it is ratified later by the
required majority in attendance at a duly convened quorate meeting; and

11.2.5. minutes shall be prepared of all meetings and shall be approved and signed by
the chairman of the meeting as evidence of the proceedings.

12. WINDING UP

12.1. The Firm can be wound up with the consent of all the Partners subject to the
provisions of Limited Liability Partnership Act, 2017.

13. ENTIRE AGREEMENT

13.1. The forgoing constitutes the entire agreement between the Parties hereto on the
subject matter. No agreements, understandings, restrictions, representations, or
warranties exist between or among the Partners other than those in this Agreement or
referred to or provided for in this Agreement.

14. SEVERABILITY

14.1. If any term of this Agreement is to any extent invalid, illegal, or incapable of being
enforced, such term shall be excluded to the extent of such invalidity, illegality, or
unenforceability; all other terms hereof shall remain in full force and effect.
15. ALTERATION OR AMENDMENT

15.1. Any amendments to this Agreement may be proposed by any Partner and will be
adopted and become effective only on the written approval of all of the Partners.

16. NOTICES

16.1. All notices, permissions or other communications under or in connection with this
Agreement shall be in writing in English language, signed by the Party giving it, and
dispatched to the other Party.

16.2. In case a Party changes its address from the one set out hereunder, or particulars of its
Focal Person, it shall immediately inform the other Party of such change in writing,
otherwise delivery of the notice, permission or other communication made at the
address set out in the title hereof be deemed valid and effective.

16.3. For the purpose of this Agreement the following contact details shall be used to
correspond and send notices to the Partners.

For ‘First Party’

For ‘Second Party

17. DISPUTE RESOLUTION

17.1. Negotiation

17.1.1. In case of any dispute or grievance arising out of or in connection with this
Agreement, or any matter ancillary hereto, the aggrieved Party shall notify the
other Party of the grievance in writing in accordance with Clause 16.

17.1.2. Upon receipt of the notice, the Parties undertake to commence negotiations,
either via email or video link or in person as mutually agreed at the time, to
find an amicable resolution to the grievance.
 17.1.3. Such negotiations shall be finalised no later than fifteen [15] days from the
receipt of notice under Clause 16.

17.2. Arbitration

17.2.1. If the Parties are unable to settle such dispute or grievance by way of
Negotiations as per Clause 17.1, the dispute shall be referred to and finally
resolved by Arbitration as provided hereunder.

17.2.2. The Arbitration shall be referred to a Dispute Resolution Centre, the place of
arbitration shall be Islamabad and the rules governing the arbitration shall be
the Arbitration Act, 1940.

17.2.3. The Arbitration shall be conducted by a single arbitrator to be appointed with

the mutual consent of both Parties, however, if there is any disagreement as to
the appointment of the arbitrator, the number may be raised to three [03],
whereby each Party shall appoint one arbitrator each, who shall together
appoint the third arbitrator as the umpire.

18. GOVERNING LAW AND JURISDICTION

18.1. This Agreement and all non-contractual obligations arising from or connected with
this Agreement shall be governed by and construed in accordance with Laws of the
Pakistan.

IN WITNESSES WHEREOF the parties hereunto have set their respective hands to this deed
of partnership on the day, month and year mentioned hereinabove.

_______________________________ _______________________________
_________________________ (Partner No.1)__________________ (Partner No.2)
_______________________________ _______________________________
WITNESSES:

1.______________________________ 2.________________________________
Name: Name:
Address: Address:
NIC No.: NIC No.: