Partnership Agreement

Partnership Agreement
THIS AGREEMENT is made and entered into on the 18th day of August 2024 at London,
between:
Jonathan H. Cole, of legal age, single, British, and residing at 14 Maple Street, Islington,
London, N1 6BB (hereinafter referred to as the "First Partner");
-and-
Emma L. Wilson, of legal age, single, British, and residing at 27 Oak Crescent, Finchley,
London, N3 2HS (hereinafter referred to as the "Second Partner");
WHEREAS the Partners wish to enter into a general partnership under English law for the
purpose of establishing and operating a Coffee Shop and a Beauty and Hair Salon;
NOW IT IS HEREBY AGREED as follows:
1. Partnership Name and Purpose
1.1 The Partners hereby form a partnership under the name of "J&C Enterprises".
1.2 The purpose of the Partnership is to establish, manage, and operate two businesses: a
Coffee Shop to be named “Harbour View Coffeehouse” and a Beauty and Hair Salon to be
named “Belle Hair & Beauty Lounge”.
1.3 The principal place of business for the Partnership shall be located at 40 High Street,
Kingston upon Thames, Surrey, KT1 1HL, or such other location as the Partners may
agree upon in writing from time to time.
2. Term of Partnership
2.1 The Partnership shall commence on the date of this Agreement and shall continue for a
term of three (3) years, unless earlier dissolved in accordance with the provisions of this
Agreement.
2.2 The term of the Partnership may be extended or renewed by mutual written agreement of
the Partners.
3. Contributions
3.1 Each Partner agrees to contribute the sum of £10,000 (Ten Thousand Pounds) to the
Partnership upon the execution of this Agreement.
3.2 The contributions of the Partners shall be made to a Partnership bank account to be
established in the name of the Partnership.
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4. Management and Operations
4.1 The Partners shall devote their full-time efforts to the management and operation of the
Partnership's business.
4.2 Each Partner shall have equal rights in the management of the Partnership and its affairs.
Decisions on ordinary business matters shall be made by unanimous agreement.
4.3 No Partner shall bind the Partnership to any contract or liability without the prior written
consent of the other Partner.
4.4 The Partners may appoint a third party to manage the day-to-day operations of the
Partnership, subject to the terms and conditions agreed upon by the Partners.
5. Capital Accounts
5.1 The Partnership shall maintain a separate capital account for each Partner reflecting their
contributions and any adjustments thereto.
5.2 No Partner shall withdraw any portion of their capital account without the written consent
of the other Partner.
6. Profits and Losses
6.1 The net profits and losses of the Partnership shall be divided equally between the
Partners.
7. Withdrawal or Death of a Partner
7.1 In the event that a Partner withdraws, retires, or dies, the remaining Partner may continue
the business under the same name.
7.2 The withdrawing or deceased Partner’s interest in the Partnership shall be valued based
on the following:
(a) The balance of the Partner’s capital account;
(b) Any outstanding loans due to the Partner;
(c) The Partner’s proportionate share of any undistributed profits;
(d) The Partner’s interest in any previously agreed appreciation of Partnership assets.
7.3 A Partner must give sixty (60) days’ written notice of their intention to withdraw or
retire.
7.4 No Partner shall transfer their interest in the Partnership without the written consent of the
remaining Partner.
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8. Non-Compete Agreement
8.1 A Partner who withdraws or retires from the Partnership shall not, for a period of five (5)
years, directly or indirectly engage in any business that competes with the current or
anticipated business of the Partnership within the locality where the Partnership is conducting
or planning to conduct business.
9. Governing Law
9.1 This Agreement shall be governed by and construed in accordance with the laws of
England and Wales.
10. Dispute Resolution
10.1 Any disputes arising out of or in connection with this Agreement shall be resolved
through mediation. If mediation fails, the dispute shall be referred to arbitration in accordance
with the Arbitration Act 1996.
11. Entire Agreement
11.1 This Agreement constitutes the entire agreement between the Partners and supersedes all
prior negotiations, understandings, and agreements.
12. Amendment
12.1 This Agreement may only be amended or modified by a written agreement signed by
both Partners.
13. Severability
13.1 If any provision of this Agreement is found to be invalid or unenforceable, the

remaining provisions shall continue in full force and effect.
14. Waiver
14.1 The failure of either Partner to enforce any term of this Agreement shall not be deemed a
waiver of that term or any other term.
IN WITNESS WHEREOF, the Partners have executed this Partnership Agreement on the
day and year first above written.
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SIGNED IN THE PRESENCE OF:
1. ______________________________________________
Jonathan H. Cole
2. ______________________________________________
Emma L. Wilson
CERTIFICATE OF ACKNOWLEDGMENT
I, Amiya P. Roy, a Commissioner for Oaths, do hereby certify that on the 18th day of June
2024, Jonathan H. Cole and Emma L. Wilson appeared before me and acknowledged that
they signed the foregoing instrument as their free and voluntary act for the purposes therein
expressed.
Witness my hand and official seal.
[Signature of Commissioner for Oaths]

Amiya P. Roy
Commissioner for Oaths
London Notaries
37 Tothill Street, London, SW1H 9NB
Telephone: 020 7222 0846
Notarial Details
Amiya P. Roy
Commissioner for Oaths
London Notaries
37 Tothill Street, London, SW1H 9NB
Telephone: 020 7222 0846
Commission No.: 10234567

Expiry Date: 30 April 2025

Partnership Agreement

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Partnership Agreement

NOW IT IS HEREBY AGREED as follows:

1. Partnership Name and Purpose

4. Management and Operations

6. Profits and Losses

7. Withdrawal or Death of a Partner

(a) The balance of the Partner’s capital account;

(b) Any outstanding loans due to the Partner;

(c) The Partner’s proportionate share of any undistributed profits;

10. Dispute Resolution

11. Entire Agreement

13.1 If any provision of this Agreement is found to be invalid or unenforceable, the

SIGNED IN THE PRESENCE OF:

Witness my hand and official seal.

[Signature of Commissioner for Oaths]

Commission No.: 10234567

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