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Limited Liability Partnership (India)

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Prepared for:
[Partner 1, Partner 2]

Prepared by:
[Partner 1/Partner 2]

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Limited Liability Partnership (India)

This Limited Liability Partnership Agreement (hereinafter referred to as the “Agreement”) is made on the effective date [Date]

By and Between

The Partner [Partner Name], (hereinafter referred to as the “Partner 1”), having its principal place of business at [Address], and;

The Partner [Partner Name], (hereinafter referred to as the “Partner 2”), having its principal place of business at [Address]

Partner 1 and Partner 2 are collectively referred to as the “Parties” and “Party” individually

WHEREAS, the Partners have agreed to carry on a Partnership business as a Limited Liability Partnership for the Company [Company Name] with a view to sharing profits and losses of the Company

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants the Parties hereto agree as follows:

Terms and Conditions

1. Name of the Limited Liability Partnership (LLP)

The name of the Limited Liability Partnership (LLP) shall be [Mention the Name] as may be mutually agreed upon by both the Parties within the requisite approval of the concerned Registrar. 

2. The Business of Limited Liability Partnership (LLP)

The business of Limited Liability Partnership (LLP) shall be the following:

[Management of the Company]
[Organizing]
[Mention other business activity]

3. Registered office

The registered office of the Company shall be at [Place] as agreed upon by both the Parties.

4. Capital Contribution

The initial capital of the Limited Liability Partnership (LLP) shall be [Amount]. The Partners shall equally contribute in the following proportions:

Partner 1 [Contribution]
Partner 2 [Contribution]

5. Liability of Partners

The liability of Partners to this Agreement shall be limited to the contribution committed by them to the Limited Liability Partnership (LLP).

6. Confidentiality

Both the Partners hereby agree to maintain strict confidentiality of the business information which includes industry knowledge, trade secrets, or any other confidential information during the course of business. Such confidential information shall not be disclosed to any third party whatsoever. 

7. Term

This Agreement shall commence on the date first written above and shall continue for an effective period of [Number of Years] unless sooner terminated by mutual written consent between the Parties or by the provisions of this Agreement.

8. Management

The Limited Liability Partnership shall be managed by [Management Team] and shall have full, exclusive, and absolute right and power to manage and control the business thereof. Such powers include the right on behalf of the Limited Liability Partnership, sole discretion to acquire, purchase, improve, and own any property that best interests the Company and to acquire options for the purchase of the property.

9. Termination

The Limited Liability Partnership Agreement shall be dissolved and the business will be wound up upon the happening of the following:

On a date designated by the Partners and approved by the vote of Partners;
If the Partners commit any illegal activity;
On the sale of the Partnership assets and in the receipt of cash proceed thereof;

10. Division of Profits and Losses

Every Partner shall be entitled to a [0.00]% of profit of the business and any losses occurring during the course of business, shall be borne in the same proportion by all the Partners.

11. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State of Seat]. The Arbitrators' decision shall be final and will be binding on both the Parties.

12. Miscellaneous

Notice: All the approvals notices required hereto by either of the Parties shall be deemed to be given and delivered by international courier or registered email respectively. 
Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
Governing Law: The Parties agree that this Agreement shall be governed by the laws of [State]. In the event the Parties do business in different states, this Agreement shall be governed by the laws of [State].
Entire Agreement: The Parties acknowledge that this Agreement sets forth and represents the entire Agreement between both the Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.

Acceptance and Signature

IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Partner 1                                                                                                                                    Partner 2

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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