BEST GAME BOY
(NRIC No.: 750913-10-5455)
(NRIC No.: 761221-01-7777)
Is made on 1st August, 2010, between:
1. MR. GAME
NRIC No.: 750913-10-5455
of No.1, Jalan Setiakasih 1,
2. MR. BOY
NRIC No.: 761221-01-7777
of No.16, Jalan PU 9/2H,
GENERAL BUSINESS DESCRIPTION
Therefore it is being legalized that the entire name above are agreed to become partnership members. The name partnership shall be BEST GAME BOY. The partnership shall be conducted for the purpose of selling computers. . The Partnership may also engage in any activities that are related, complimentary or incidental to this business purpose.
The principal place of business shall be at shop lot no 7, Ground floor, Wisma Cyberwave, Jalan SS/14, 45000 Petaling Jaya, Selangor unless relocated by majority consent of the partners.
ITEM 1: DEFINITIONS
a. "Agreement" shall mean this General Partnership Agreement, as amended from time to time. "Capital Account" shall mean the account established for each Partner on the books of the Partnership, reflecting such Partner's capital contribution, plus such Partner's share of Partnership profits, less such Partner's share of Partnership losses, less any distributions by the Partnership to such Partner.
"Partners" shall initially refer to Mr.Game and Mr. Boy . This list of persons who are Partners of this Partnership may, in the future, be amended in accordance with the provisions of this Agreement.
"Partnership interest" shall mean all of a Partner's rights possessed or accruing to a Partner under this Agreement including (but not limited to) his or her capital account, rights in the profits of the Partnership, and voting rights but not including any rights said Partner may possess as a lender to the Partnership under any loan agreement entered into between the Partner and the Partnership.
ITEM 2: DURATION OF AGREEMENT
The term of this agreement shall be for three (3) years, commencing on 1st August, 2010, and terminating on 31st July, 2013, unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.
ITEM 3: CONTRIBUTION
By partner’s mutual agreement, both of them agreed that only Mr. Game will contribute all the capital (100%) for the business.
ITEM 4: BOOKS AND RECORD
Books of accounts shall be maintained by the partners, and proper entries made therein of all sales, purchases, receipts, payments, transactions, and property of the partnership, and the book of account and all records of the partnership shall be retained at the principal place of business as in Item One herein. Each partner shall have free access at all times to all books and records maintained relative to the partnership business. Each shall be entitled to reimbursement for the reasonable and necessary expenses incurred by the Partner on behalf of the Partnership. In order to receive reimbursement, a Partner must submit a written itemized report of all expenses for which reimbursement is sought, submit the expense report to the other Partners, and enter the expense report with the Partnership books and records.
Item 5: ALLOCATION OF PROFITS AND LOSSES
Each partner shall be entitled to fifty percent ( 50%) of the net profits of the business and all losses occurring in the course of the business shall be borne in the same proportion, unless the losses are occasioned by the willful neglect or default, and not mere mistake or error, of any of the partners, in which case the losses so incurred shall be made good by the partner through whose neglect or default the losses shall arise. Distribution of profits shall be made on the 15th day of August each year.
PROFIT AND LOSS PERCENTAGE
Item Six: BUSINESS ASSETS
Each partner shall apply all of his experience, training and ability in discharging his assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further business interests of the partnership. Both partners are agreed to use their own vehicle for Best Game Boy business. Each shall be entitled to reimbursement for the reasonable and necessary expenses incurred by the vehicles. In order to buy a partnership asset, both partners must involve in decision making. This action is to prevent activities involving decisions that could potentially have a substantial current or future impact upon Partnership assets, debts, income, or expenses.
The assets such as office computer, furniture and fitting and office equipment were bought with money belonging to the business is deemed to have been bought on account of the partnership (section 23, Partnership Act 1961)
Item Seven: BUSINESS LIABILITIES
In order to run the business, the partners have decided to rent a shop lot for their computer shop and office management. With a prior consent in writing of Mr. Game, the Tenancy Contract Agreement is allowed to be signed by Mr. Boy alone. They have rent a shop lot that is rented for RM2, 000 a month with a capacious of 24x80 meters. The area is complete with electricity, water and telephone lines. There are also public phones, car park and other infrastructure for customers use. The rental deposit, water and electricity deposit, telephone and internet line deposit are paid by Mr. Game alone as agreed in their partnership.
The business will start at 10.00 am until 10.00 pm. As agreed by partners, Best Game Boy will employ three (3) workers for shop assistant. The employees will rest for their lunch and pray at 1.00 pm. The break time of the employee will go under shift where not all of them will go lunch. They will change the time with the other employee among them.
The cost of external liabilities such as repairs and alterations, all rates, taxes, payments for insurance, and other expenses in respect to the shop lot used by the partnership, and the internal liabilities such as rental of shop lot, utilities and wages for all persons employed by the partnership are all to become payable on the account of the partnership. All losses incurred shall be paid out of capital of the partnership or the profits arising from the partnership business, or, if both shall be deficient, by the partners on a sharing basis, in proportion to their agreement.
Item Eight: ACCOUNTING
The fiscal year of the partnership shall be from 1st August to 31st July each year.
On the 1st day of August, commencing in 2010, and on the 31st day of July, 2011 and in each succeeding year, a general accounting shall be made and taken by the partners of all sales, purchases, receipts, payments, and transaction of the partnership during the preceding fiscal year, and all the capital property and current liabilities of he partnership. The general accounting shall be written in the partnership account book and signed in each book by each partner immediately after it is completed. After the signature of each partner is entered, each partner shall keep one of the books and shall be bound by every account, except that if any manifest error is found therein by any partner and shown to the other partners within ONE (1) months. After the error shall have been noted by all of them, the error shall be rectified.
Item Nine: SEPARATE DEBTS
No partner shall enter into any bond or become surety, security bail, or cosign for any person, partnership or corporation, knowingly condone for any person, partnership, or corporation, or knowingly condone anything whereby the partnership, property may be attached or be taken in execution, without the written consent of the other partners.
Each partner shall punctually pay his or her separate debts and indemnify the other partners and the capital and property of the partnership against his or her separate debts and all expenses relating thereto.
Item Ten: AUTHORITY
No partner shall buy goods or articles into any contract without the prior consent in writing of the partners; or the other partners shall have the option to take the goods or accept the contract on account of the partnership or let the goods remain the sole property of the partner who shall have obligated himself or herself.
Item Eleven: EMPLOYEE MANAGEMENT
No partner shall hire or dismiss any person in the employment of the partnership without the consent of the other partners, except in cases of gross misconduct by the employee.
Item Twelve: SALARY
Each partner shall received from the partnership; monthly salary of Ringgit
Item Thirteen: DEATH OF PARTNER
In the event of the death of one partner, the legal representative of the deceased partner shall remains as a partner in the firm, except that the exercising of the right on the part of the representative of the deceased partner shall not continue for a period in excess of SIX (6) months even though under the terms hereof a greater period of time is provided before the termination of this agreement. The original rights of the partnership herein shall accrue to their heirs, executors, or assigns.
Item Fourteen: ADVANCE DRAWS
Each partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after it has been entered in the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the respective partners, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on. The signatures of each partner shall be affixed thereon. The total sum of the advance drawn for each partner shall be deducted from the sum that partner is entitled to under the distribution of profits as provided for in Item Five of this agreement.
Item Fifteen: RETIREMENT
In the event any partner shall desire to retire from the partnership, he or she shall give SIX (6) months notice in writing to the other partners and continuing partners shall pay to the retiring partner at the termination of the SIX (6) months notice the value of the interest of the retiring partnership. A closing of the books and a rendition of the appropriate profit and loss, trial balance, and balance sheet statements shall determine the value. All disputes arising there from shall be determined as provided in Item Eighteen.
Item Sixteen: RIGHTS OF CONTINUING PARTNERS
On the retirement of any partner, the continuing partners shall be at liberty, if they so desire, to retain all trade names designating the firm name used, and each of the partners shall sign and execute assignments, instruments, or papers that shall be reasonably required for effectuating an amicable retirement.
Item Seventeen: ADDITIONAL CONTRIBUTIONS
The partners shall not have to contribute any additional capital to the partnership to that required under Item Three herein, except as follows: (1) each partner shall be required to contribute a proportionate share in additional contributions if the fiscal year closes with an insufficiency in the capital account of profits of the partnership to meet current expenses, or (2) the capital account falls below Ringgit Malaysia Fifty Thousand (RM50,000) for period of SIX (6) months.
Item Eighteen: ARBITRATION
If any differences shall arise between or among partners as to their rights or liabilities under this agreement, or under any instrument made in furtherance of the partnership business, the difference shall be determined and the instrument shall be settled by acting as arbitrator, and his or her decision shall be final as to the contents and interpretations of the instruments and as to the proper mode of carrying the provision into effect.
Item Nineteen: RELEASE OF DEBTS
No partner shall compound, release, or discharge any debts that shall be due or owing to the partnership, without receiving the full amount thereof, unless that partner obtains the prior written consent of the other partners to the discharge of the indebtedness.
Item Twenty: ADDITIONS, ALTERATIONS, OR MODIFICATIONS
Where it shall appear to the partners that this agreement, or any terms and conditions contained herein, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the partners will enter into, execute, and perform all further deeds and instruments as their counsel shall advise. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective.
In witness whereof, the parties have executed this agreement on the day and year first above written.
Signed ______________________________________ Date: 01/08 /2010
Signed ______________________________________ Date: 01/08 /2010