Model agreement for Joint Venture

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					Model agreement for Joint Venture

to be effected by means of a partnership between a body corporate

(a company or a limited liability partnership) and a partnership


THIS AGREEMENT is made on (date)

BETWEEN

(1)      (Insert name of first partner) of Company number (insert number)

         whose     registered   office   is   situate   at   (insert   address)   (‘the

         Company’) of the first part; and

(2)      (Insert names of second and third partners) both of whom are

         partners in the Existing Partnership of the second part (‘the

         Nominees’).

WHEREBY it is agreed as follows:




                PART 1 DEFINITIONS AND INTERPRETATION

1     Definitions and interpretation

1.1      In this agreement the following expressions have the following

         meanings:

‘Accountants’

the Initial Accountants or such other accountants as may from time to time

be appointed in accordance with the provisions hereof;

‘Accounts Date’
the (insert date) in each year or such other date as may be determined in

accordance with the provisions hereof as the date upon which an Accounting

Period is to end;

‘Accounting Period’

a period for which the Partners may determine that the accounts of the

Partnership are to be made up;

‘Accounting Standards’

all standards from time to time accepted by the accountancy profession as

relevant to the preparation of partnership accounts including (but without

limitation) the generally accepted accounting principles, all statements of

standard accounting practice, all financial reporting standards and all

statements of recommended practice;

‘Act’

The Contract Act Cap 345;

‘Affiliate’

a legal or natural person which controls or is controlled by a Partner or the

Partnership;

‘Authorised Representative’

a director or other officer or employee of the Company who shall be notified

by the Company to the Existing Partnership in writing as having authority to

represent the Company;

‘Bank’

the Initial Bank or such other bank as may from time to time be appointed as

the lead bank of the Partnership in accordance with the provisions hereof;
‘Business’

the profession, trade or business of (insert nature of business) to be carried

on by the Partnership;

‘Capital’

all assets vested in the Partners or held in trust for them in accordance with

clause 4.3 and any goodwill of the Partnership;

‘Capital Accounts’

accounts in respect of each of the Partners showing the balances of Capital

respectively belonging to them in accordance with clause 7;

‘Cessation Date’

in respect of any Partner the date upon which he ceases for any reason

(other than the dissolution of the Partnership) to be a Partner;

‘Commencement Date’

(insert date upon which the terms of this agreement are to come into force);

‘Contributions’

amounts of money paid by any Partner into the banking accounts of the

Partnership by way of accretion to his Capital Accounts or the value of any

assets transferred by him to the Partnership;

‘Current Accounts’

accounts in respect of each of the Partners to be kept in accordance with

clause 8;

‘Dissolution Date’

the effective date of the expiry of a notice served in accordance with any of

clauses 16.11.2, 21.1.1, 21.2.6.1, or 24.1
‘Dissolution Accounts’

accounts to be drawn as at the Dissolution Date in accordance with clause

30;

‘Drawings’

sums drawn by either Partner on account of any anticipated profits of the

Partnership and any other sums paid or the monetary equivalent of any

assets applied for its exclusive benefit by the Partnership (other than for any

such expenses as shall be specified in this agreement as being a general

expense of the Partnership);

‘Existing Partnership’

(insert names of all partners) or the persons whose names appear in the

Eighth Schedule who trade or practise together in partnership in the business

or profession of (insert nature of business) under the name of (insert name)

from (insert address);

‘Final Accounts’

accounts to be drawn as at the completion of the winding up of the

Partnership in accordance with clause 31;

‘Initial Accountants’

(insert name and address of Initial Accountants);

‘Initial Bank’

(insert name and address of Initial Bank);

‘Intellectual Property’

all industrial and intellectual property rights now or subsequently owned by

or licensed to the Partnership (including without limitation domain names,
patents, trade marks and service marks (whether registered or

unregistered), registered designs, unregistered designs and copyrights and

any applications for any of the same) which are used in connection with the

Business and all Know-how and confidential information so owned and used;

‘Interest Rate’

a rate of ... % above (or) below (or) equivalent to the base rate for the time

being of the Bank;

‘Insolvency Event’

the commencement of any winding-up of the Company (save for a member’s

voluntary winding up when the Company is solvent where such winding up is

for the purpose of reconstruction or amalgamation) or the making of an

administration order in respect of the Company or the appointment of an

administrative receiver in respect of the Company or its property or any part

of it or the making of a bankruptcy order against either of the Nominees or

the appointment of a receiver over the property of any Partner or any part of

that property or the entry by any Partner into a voluntary arrangement under

the Bankruptcy Act 1930 or any arrangement or composition with its

creditors in relation to the payment of its debts;

‘Know-how’

all information (including that comprised in or derived from data disks, tapes,

source codes, flow-charts, manuals and instructions) relating to the Business

and the services provided by it;

‘Limit of Authority’

(Insert desired sum)
‘Minimum Insurance Sum’

The sum of TSHS (insert amount);

‘Month’

Calendar month;

‘Name’

The trading or practising name of (insert name) or any additional name

adopted for the trade or practice of the Partnership;

‘Notice Period’

A period of (insert number) months;

‘Partners’

The parties to this agreement or any assignee of either of them permitted in

accordance with this agreement;

‘Partnership’

The Business as it is to be conducted by the Partners under the Name;

‘Payment Period’

A period of (insert number) years;

‘Property’

the freehold or leasehold property to be occupied by the Partnership for the

purposes of the Business details of which are set out in the First Schedule

and/or any additional or substituted property so occupied by the Partnership;

‘Relevant Institution’

(Insert name of the relevant institution);

‘Repayments’
Amounts of money repaid to a Partner from the banking accounts of the

Partnership by way of reduction of its Capital Account or the value of any

assets transferred to it by the Partnership;

‘Revaluation’

a valuation required by the Partnership in accordance with clause 9 of all or

any of the assets stated in clause 4 to be vested in or held in trust for the

Partnership;

‘Revaluation Amount’

the aggregate amount by which any Revaluation of any asset or group of

assets may be greater or less than the value of that asset or assets as shown

in the accounts of the Partnership for the last Accounts Date preceding the

Revaluation;

‘Tax’

any income tax, capital gains tax, corporation tax or national insurance

contributions payable by any Partner in respect of its status as a Partner or

its share of the profits of the Partnership or the proceeds from the disposal of

any of the assets of the Partnership;



‘Venture’

(define the venture)

‘Working Day’

any day except Saturday, Sunday or any day upon which Tanzania Clearing

Banks are closed
1.2   reference to any profits or losses of the Partnership includes a

      reference to profits and losses of a capital nature;

1.3   reference to any statute or statutory provision includes a reference

      to that statute or provision as from time to time amended,

      extended,     re-enacted   or   consolidated   and     to   all   statutory

      instruments or orders made under it;

1.4   words denoting the singular number only also include the plural and

      vice versa;

1.5   words denoting any gender include all genders and words denoting

      persons include firms and corporations and vice versa;

1.6   unless the context otherwise requires, reference to any clause, sub-

      clause, paragraph or schedule is to a clause, sub-clause, paragraph

      or schedule (as the case may be) of or to this agreement;

1.7   the headings in this document are inserted for convenience only

      and shall not affect the construction or interpretation of this

      agreement; and

1.8   where reference is made to ‘the Nominees’ then (unless the context

      requires otherwise) reference shall be deemed to be made to them

      acting jointly as partners in the Existing Partnership and on behalf

      of it and anything referred to as requiring to be done by or to them

      or in any other way relating to them shall be construed as including

      anything done by or to either of them alone.




              PART 2 FORMATION AND PRINCIPLES
2     Commencement and duration

2.1     The Partnership shall begin on the Commencement Date and the

        terms of this agreement shall from that date govern the affairs and

        operation of the Partnership.

2.2     The Partnership shall carry on the Business in order to undertake

        the Venture (and/or carry on such other trade, profession or

        business as it shall from time to time determine as being ancillary

        to the Venture).

2.3     The Partnership shall subsist until wound up in accordance with this

        agreement or the provisions of the Act.

2.4     In the event that any Partner may be liable under any contract

        entered into by it prior to the Commencement Date which was

        entered into for the benefit of the Partnership and with the express

        or implied consent of the other Partner, then the Partnership shall

        on the Commencement Date be deemed to ratify or have ratified

        that contract and shall indemnify that Partner from and against all

        claims liabilities and costs in connection with it and for the

        avoidance of doubt such contracts shall include (but without

        limitation) the contracts listed in the Fourth Schedule.

2.5     It is acknowledged by the Partners that the Nominees in acting as

        Partners do so on behalf of and as nominees for the Existing

        Partnership and that in particular but without limitation they shall:

        2.5.1     hold any property or money belonging to or payable to

                  them as Partners upon trust for the Existing Partnership;
        2.5.2       be entitled to be indemnified by the Existing Partnership

                    from and against all debts liabilities claims and costs

                    whatever which may result from their capacity as

                    Partners; and

        2.5.3       obey such directions as to the conduct and management

                    of the Partnership as may be given to them by the

                    Existing Partnership.

3     Name

3.1     The Partnership may from time to time determine upon a change in

        the Name.

3.2     Upon any change in the Name the Partnership shall immediately

        notify any such change to all authorities or regulatory bodies which

        may have any responsibility for the operation of the Business and

        to all clients and customers of and all suppliers of goods and

        services to the Partnership.

4     Property and place of business

4.1     The Business shall be carried on by the Partnership from the

        Property.

4.2     The Property (or any term of years relating to the Property where

        appropriate) and all items used for the purposes of the Business (or

        rights in them as appropriate) shall be vested in the Partnership,

        including all Intellectual Property and all computers and ancillary

        equipment, office equipment, furniture, books, stationery and other

        property and equipment in or about the Property.
4.3    Where any part of the Property or any such item as is referred to in

       clause 4.2 is for the time being vested in the name of a Partner

       then it shall (unless there shall be specific written agreement to the

       contrary) be held by the Partner in question in trust for the

       Partnership provided that that Partner shall (and if there is no other

       specific written provision in this regard then by this agreement) be

       indemnified by the Partnership from and against all liability which

       may arise either directly or indirectly out of such vesting.

(or)

4.2    The Company and the Nominees shall respectively grant to the

       Partnership a licence to use such assets as are listed against their

       respective names in the Fifth Schedule (‘the Licence’) upon the

       following terms:

       4.2.1     A fee of TSHS 100 per annum shall be payable on the

                 signing of this agreement by the Partnership to each of

                 the Company and the Nominees in consideration of the

                 grant of each Licence.

       4.2.2     Each Licence shall continue until the earlier of the

                 dissolution of the Partnership and the expiry of not less

                 than (insert period) notice given by the grantor of the

                 Licence to the grantee.

       4.2.3     The Partnership shall not be liable for any fair wear and

                 tear of any asset so licensed or for any diminution in its
                  usefulness or value resulting from the use of the asset in

                  the Business

                 (or)

                 The Partnership shall keep all assets subject to any

                 Licence in good repair and condition and shall replace any

                 such asset which shall be exhausted or become unusable

        4.2.4     Any accretion to or development of any asset so licensed

                  shall accrue for the benefit of the Partnership or the

                  grantor of the Licence.

        4.2.5     The Partnership shall insure any assets subject to a

                  Licence to the same extent as if they were the property of

                  the Partnership and the proceeds of any claim against any

                  such insurance shall belong to the grantor of the Licence

                  (or) Partnership (or) (as appropriate).




                  PART 3 ACCOUNTS AND FINANCE

5     Accounts

5.1     It shall be the responsibility of the Partners to ensure that proper

        books of account as to the affairs of the Partnership (which shall for

        the avoidance of doubt be deemed to include any computerised

        accounting system(s) from time to time used by the Partnership)

        shall be kept properly posted.
5.2   Such books of account (including the data held on any such

      computerised system as is referred to in clause 5.1) shall be:

      5.2.1    kept at such place(s) as the Partners may from time to

               time determine; and

      5.2.2    open to inspection by all Partners who may take copies of

               all entries.

5.3   The Partners shall be deemed to appoint the Initial Accountants as

      Accountants of the Partnership for the Accounting Period starting

      with the Commencement Date.

5.4   The Partners may from time to time as they think fit and in

      accordance with any applicable statutory provisions determine to:

      5.4.1    amend the Accounting Period and hence the Accounts

               Date;

      5.4.2    replace the Initial Accountants (or any replacement for

               them) with other accountants provided that any such

               replacements shall be qualified to act as auditors of

               limited companies in accordance with the Companies Act

               2002 Cap 212; (or)

      5.4.3    appoint other accountants (without replacing the Initial

               Accountants) to advise on and act in connection with any

               matter other than the preparation of the accounts in

               accordance with clause 5.5.

5.5   A profit and loss account shall be taken in every year on the

      Accounts Date and a balance sheet taking no account of goodwill
      shall be prepared so as to give a true and fair view of the Business

      in accordance with the Accounting Standards in such format and

      giving such information notes and disclosure as may be required.

5.6   The accounts to be prepared in accordance with clause 5.5 shall be:

      5.6.1    Approved by the Partners (subject to clause 5.7);

      5.6.2    Distributed in the form of copies of the approved version

               to all Partners; and

      5.6.3    Binding on all Partners once approved save that any

               Partner may request the rectification of any manifest

               error discovered in any such accounts within 3 months of

               receipt of a copy of the approved version of them.

5.7   In the event that any Partner shall refuse or neglect to approve the

      accounts within one month of receipt of a notice requiring him to

      approve the accounts accompanied by a written statement from the

      Accountants that in their professional opinion the accounts have

      been properly prepared then upon the expiry of that month then:

      5.7.1    that Partner shall be deemed to have approved them save

               that they shall not become binding upon it in accordance

               with clause 5.6.318; and

      5.7.2    a note shall be placed upon the accounts recording that

               Partner’s lack of active approval.
6     Banking arrangements

6.1     The bankers of the Partnership shall be the Bank and any such

        other bank as the Partners may from time to time appoint as a

        subsidiary bank of the Partnership.

6.2     The Initial Bank (or any replacement for it) may be replaced at any

        time by the Partners.

6.3     All money, cheques and drafts received by or on behalf of the

        Partnership shall be paid promptly into the bank accounts of the

        Partnership and all securities for money shall be promptly deposited

        in the name of the Partnership with such bankers as may be

        appropriate.

6.4     All cheques drawn on or instructions for the electronic transfer of

        money from any such account as is mentioned in this clause shall

        be in the name of the Partnership and may only be drawn or given

        by an Authorised Representative and one of the Nominees (or) and

        may be drawn or given either by any Authorised Representative or

        either of the Nominees.

7     Capital

7.1     All Capital shall belong to the Partners jointly and be held by them

        in the proportions set out below.

7.2     Upon the Commencement Date the Capital shall be held by the

        Partners in the relative proportions of the following amounts

        respectively   to   be    contributed   by   the   Partners   on   the

        Commencement Date namely:
      7.2.1        As to the Company TSHS (initial contribution);

      7.2.2        As to Nominees together TSHS (initial contribution);

7.3   The Partners’ Capital Accounts shall on the Commencement Date

      be credited with the respective amounts of Capital belonging to

      them on that date.

7.4   The Partners’ Capital Accounts shall at the relevant time have

      credited or debited to them as the case may be:

      7.4.1        Any Contributions made by them;

      7.4.2        Any Repayments made to them;

      7.4.3        Any share of any capital profit or loss belonging to or to

                   be borne by them; and

      7.4.4        Any Revaluation Amount.

7.5   The relevant time for any credit or debit to be effected under clause

      7.4 shall:

      7.5.1              in the case of any Contribution, Repayment, or

                   share of capital profit or loss, be when the item in

                   question is paid or realised; and

      7.5.2        In respect of any Revaluation Amount, be the Accounts

                   Date next following the Revaluation.

7.6   Any Partner wishing to make a Contribution or seeking a

      Repayment may make the Contribution or take the Repayment if

      the Partners shall agree and subject to any terms as to the time or

      manner of payment which the Partners may reasonably impose.
7.7   The Partners may decide that Contributions of specified amounts or

      Repayments of specified amounts shall be made upon such date(s)

      as they shall require and in the case of any Contribution the

      Partners shall upon the appropriate date make the appropriate

      payment to the Partnership bank account unless the decision shall

      have been that such Contributions are to be made out of retained

      profit in respect of any Accounting Period.

7.8   In the event that any Contribution by a Partner or any Repayment

      to a Partner takes the form of the transfer of an asset rather than

      the payment of a sum of money then the Partners shall endeavour

      to agree between themselves the value to be placed on the asset in

      question but in default of agreement:

      7.8.1    the same shall be valued in writing by a suitably qualified

               and insured independent valuer or valuers who shall be

               selected by and whose terms of instruction shall be

               decided by the Partnership and whose fees shall be

               payable as a trading expense of the Partnership;

      7.8.2    Any such valuation shall (unless the Partners shall agree

               to the contrary) be final and binding upon the Partners.

7.9   The Capital at any time shall belong to the Partners in the

      respective proportions which their respective Capital Accounts bear

      to the total of the Capital Accounts20.
7.10     For the avoidance of doubt the Partners shall not be entitled to any

         interest on their Capital Accounts save as is provided for in clause

         11.2.

7.11     For the avoidance of doubt the Capital Accounts of the Nominees

         shall (unless the Accountants shall at any time advise to the

         contrary) be combined so as to show joint figures for them.

8      Current Accounts

8.1      Accounts shall be kept in respect of each of the Partners showing

         the amounts of:

         8.1.1    Profit or loss (other than profit or loss of a capital nature)

                  to be credited or debited to them in accordance with

                  clause 11;

         8.1.2    Any Drawings to be debited to them;

         8.1.3    Any other credits or debits which the Accountants shall

                  advise are of an annual and not of a capital nature.

8.2      Upon the approval or deemed approval of the accounts in respect

         of any Accounting Period the credit or debit balance as the case

         may be of the Current Accounts of each Partner for the Accounting

         Period in question shall be payable either to or by each of the

         Partners (as the case may be) by or to the Partnership unless the

         Partners shall otherwise determine.

8.3      For the avoidance of doubt the Current Accounts of the Nominees

         shall (unless the Accountants shall at any time advise to the

         contrary) be combined so as to show joint figures for them.
9      Revaluations

9.1      A Revaluation in respect of any asset or group of assets shall be

         carried out if the Partners decide to undertake the same in respect

         of the value of any assets as at any Accounts Date;

9.2      If the Partners so decide the Revaluation may be determined by the

         Partners themselves.

9.3      In all other cases the Revaluation shall be carried out and given in

         writing by a suitably qualified and insured independent valuer or

         valuers who shall be selected by and whose terms of instruction

         shall be decided by the Partnership and whose fees shall be payable

         as a trading expense of the Partnership.

9.4      A copy of the report of any valuer undertaking a Revaluation shall

         be made available without cost to all Partners.

9.5      Any such Revaluation shall (unless the Partners shall agree

         otherwise) be final and binding upon the Partners.

10     Drawings

10.1     There shall be paid to each Partner such sum by way of regular

         Drawings as the Partnership may from time to time decide.

10.2     Any further payments to be made to or on behalf of any Partner

         shall only be made as decided from time to time by the

         Partnership.

10.3     If, on the taking of any such annual accounts, they shall show that

         in the relevant Accounting Period the aggregate of any Drawings

         taken by any Partner was in excess of the appropriate share of the
         profits for that Accounting Period then such Partner shall repay the

         excess immediately together with interest on the excess or such

         part of it as shall from time to time be outstanding at the Interest

         Rate from a date being one month after the receipt by him of such

         accounts to the date of repayment.

10.4     Subject to clauses 7.7 and 10.3 each Partner shall be entitled to be

         paid by the Partnership the balance (if any) of his actual share of

         any undrawn profits shown in the accounts for any Accounting

         Period at any time after the same have been approved.

11     Profits and losses

11.1     The profits and losses of the Partnership (including profits and

         losses of a capital nature) shall (unless the Partners shall from time

         to time agree to the contrary) be divided as set out in this clause.

11.227   Before the division of profits as set out below interest shall be

         payable out of such profits upon the amount of each Partner’s

         Capital Account as follows:

         11.2.1    Interest at the Interest Rate in force upon the Accounts

                   Date shall be payable upon the amount of the Partners’

                   Capital Accounts on the first day of the Accounting

                   Period;

         11.2.2    in the event that the aggregate of the amounts of interest

                   payable under clause 11.2.1 shall exceed the profits of

                   the Partnership for the Accounting Period in question then
                 the several amounts of interest to be payable shall abate

                 rateably; and

       11.2.3    for the avoidance of doubt in the event that the accounts

                 of the Partnership for any Accounting Period shall show a

                 loss then in respect of that Accounting Period no interest

                 at all shall be payable.




11.3   Before the division of profits as set out below and after allowing for

       any amounts to be payable in accordance with clause 11.2 there

       shall be payable out of such profits to each of the Partners the prior

       share of profit specified in the Second Schedule for him (if any)

       provided that:

       11.3.1    in the event that the aggregate of such prior shares of

                 profit to be payable to Partners shall exceed the profits of

                 the Partnership for the Accounting Period in question

                 which are available after allowing for interest payable in

                 accordance with clause 11.2 then such prior shares shall

                 abate rateably; and

       11.3.2    for the avoidance of doubt in the event that the accounts

                 of the Partnership for any Accounting Period shall show a

                 loss or that no profits are available after allowing for

                 interest payable in accordance with clause 11.2 then in

                 respect of that Accounting Period no such prior shares at

                 all shall be payable.
11.4     The profits of the Partnership or such part of them as is available

         for distribution after taking into account interest payable in

         accordance with clause 11.2 and prior shares payable in accordance

         with clause 11.3 and any losses of the Partnership shall be payable

         to or borne by the Partners equally (or) in the proportions set out

         in the Third Schedule.




                  PART 4 PARTNERS’ OBLIGATIONS ETC

12     Partners’ obligations and duties

12.1     Each Partner shall at all times:

         12.1.1    be just and faithful to the other Partners and give at all

                   times full information and explanation of all matters

                   relating to the Partnership;

         12.1.2    conduct itself in a proper and responsible manner and use

                   its best skill and endeavour to promote the Business; and

         12.1.3    comply    with   all     statutes,   regulations,   professional

                   standards and other provisions as may from time to time

                   govern the conduct of the Business.

12.2     No Partner shall at any time:

         12.2.1    (without the consent of the other Partners) derive any

                   benefit from the use of the Name or the Property or the

                   business connection of the Partnership (and in the event

                   of any breach of this sub-clause the Partner shall account
                  to the Partnership for any profit derived by him from the

                  use in question);

         12.2.2   mortgage or charge his share of the Partnership or any

                  part of it or allow the same to be so charged.

13     Compliance obligations

13.1     The Partners shall procure that the Partnership shall:

         13.1.1   comply with all applicable statutes, regulations and orders

                  in respect of the conduct of the Business and the

                  ownership of its assets;

         13.1.2   obtain and maintain from time to time all authorisations,

                  permissions and licences from any relevant authority

                  which may at any time be required for the conduct of the

                  Business; and

         13.1.3   pay all taxes, assessments and other governmental

                  charges of any kind imposed on or in respect of its

                  income or gains or any of its assets or business activities

                  or in respect of taxes or other sums it is required by law

                  to withhold from amounts paid by it to its employees or

                  any other person before any penalty or interest accrues

                  on the amount payable and before any lien on any of its

                  property exists as a result of such non-payment.

13.2     Every Partner shall promptly notify the others as soon as it or any

         Authorised Representative or Nominee becomes aware of:
         13.2.1   the occurrence of any event that constitutes a default or

                  event     of   default    under   any   indebtedness   of   the

                  Partnership;

         13.2.2   any     litigation   or   proceedings   pending   against   the

                  Partnership which can reasonably be expected to affect

                  materially and adversely the assets or liabilities of the

                  Partnership or the operation of the Business; or

         13.2.3   any other event or circumstances which can reasonably

                  be expected to affect materially and adversely the assets

                  or liabilities of the Partnership or the operation of the

                  Business.

14     Promotion of the Business

14.1     Each Partner covenants with the others to use all reasonable

         endeavours to promote and develop the Business to the best

         advantage in accordance with good business practice and the

         highest ethical standards.

14.2     For the purposes of this clause:

         14.2.1   A ‘Restricted Business’ means any business which directly

                  or indirectly competes with the Business or any Affiliate

                  controlled by it;

         14.2.2   A ‘Restricted Period’ means (as the circumstances may

                  require) the period of 12 months before:

         14.2.2.1 An employee of the Partnership ceases employment; or
       14.2.2.2 An act of solicitation or enticement in respect of a

                 supplier, customer or client;

       14.2.3    A ‘Relevant Undertaking’ shall mean an undertaking given

                 in accordance with any provision of clauses 14.3 and

                 14.4.

14.3   Each Partner undertakes with the others (for the benefit also of the

       other Partners’ successors in title) that it will not (and that it will

       procure that no Affiliate controlled by it will) either on its own

       account or in conjunction with or on behalf of any person, firm or

       company, for a period of 3 years after the Commencement Date (or

       if earlier, until any Cessation Date or Dissolution Date):

       14.3.1    carry on or be engaged, concerned or interested (directly

                 or indirectly and whether as principal, shareholder,

                 director, employee, agent, consultant, partner, member

                 or otherwise) in carrying on any Restricted Business

                 PROVIDED THAT nothing in this clause shall prevent a

                 Partner from holding for investment purposes (which shall

                 exclude an interest conferring a management function or

                 any material influence) any shares debentures or other

                 interest in a Restricted Business not exceeding 10% (or

                 5% in respect of any individual Authorised Representative

                 or Nominee severally) of the shares or debentures issued

                 by that Restricted Business;
       14.3.2    solicit, canvass or endeavour to entice away from the

                 Partnership or any Affiliate controlled by it any person

                 who was within the Restricted Period an employee of the

                 Partnership;

       14.3.3    solicit the custom of, or endeavour to entice away from

                 the Partnership or any Affiliate of it, for the purposes of

                 any Restricted Business, any person who has been a

                 supplier, customer or client of the Partnership or any

                 Affiliate controlled by it during the Restricted Period.

14.4   Each Partner undertakes with the others that it will not (and that no

       Affiliate of it will) either on its own account or in conjunction with or

       on behalf of any person firm or company at any time during the

       continuation of the Partnership directly or indirectly use or attempt

       to use in the course of any Restricted Business any valid trade or

       service mark, trade name, design or logo (whether registered or

       not) used in the Business or anything which is or might be

       confusingly similar thereto.

14.5   Each Partner undertakes to take all such steps as shall from time to

       time be necessary to ensure that no breach of a Relevant

       Undertaking arises as a result of any action by any Affiliate

       controlled by it or any agent or employee thereof.

14.6   Each Relevant Undertaking shall be construed as a separate and

       independent undertaking and if one or more of them is held to be
         void or unenforceable the validity of the remainder shall not be

         affected.

14.7     Each Partner agrees that each of the Relevant Undertakings is

         reasonable and necessary for the protection of the Partnership but

         if any of them shall be found to be void or voidable but would be

         valid and enforceable if some part or parts of it were deleted, then

         it shall apply with such modification as may be necessary to make

         it valid and enforceable.

14.8     Without prejudice to clause 14.7 if any Relevant Undertaking is

         found by any court or competent authority to be void or

         unenforceable the Partners shall negotiate in good faith to replace

         that Relevant Undertaking with a valid provision which, as far as

         possible, has the same commercial effect as that which it replaces.




           PART 5 MANAGEMENT AND PARTNERS’ MEETINGS

15     Delegated authority and the chief executive

15.1     The Partners may from time to time delegate (or revoke the

         delegation of) any of their powers of managing or conducting the

         affairs of the Partnership to such persons as are appointed in the

         appropriate resolution provided that such delegation may be made

         subject to such conditions as the resolution may prescribe.

15.2     The Partners shall appoint a chief executive for such term as they

         may decide and the chief executive shall:
       15.2.1   be responsible for the day to day operation and executive

                management of the Business including the engagement

                and dismissal of employees of the Business;

       15.2.2   provide   monthly    management        reports   and   regular

                financial information to the Partners;

       15.2.3   prepare a business plan in accordance with clause 15.3

                for approval by the Partners in general meeting;

       15.2.4   work together with a senior management team to support

                him in the performance of his duties which team shall

                function in accordance with clause 15.4;

15.3   The business plan to be prepared in accordance with clause 15.2.3

       shall include, in particular, in relation to the Accounting Period to

       which it may relate:

       15.3.1   an estimate of the working capital requirements of the

                Partnership incorporated within a cash flow statement

                together with an indication of the amount (if any) which it

                is considered prudent to retain out of the previous

                Accounting Period’s profits to meet such requirements;

       15.3.2   a projected profit and loss account;

       15.3.3   an    operating   budget    (including    estimated    capital

                expenditure requirements) and balance sheet forecast;

       15.3.4   a review of projections for the Business;

       15.3.5   a summary of objectives for the Business;
       15.3.6   a financial report which will include an analysis of the

                results of the Partnership for the previous Accounting

                Period compared with the business plan for that period.

15.4   The senior management team shall:

       15.4.1   consist of such persons as may be appointed by the chief

                executive and at least one Authorised Representative and

                one of the Nominees;

       15.4.2   operate in accordance with practices and procedures from

                time to time determined by the chief executive;

       15.4.3   be given by the chief executive (unless the circumstances

                shall reasonably prevent this) notice before any meeting

                or passing a resolution of the nature of any decision

                which it is to be asked to make and all such information

                as may be reasonably considered relevant to the making

                of that decision;

       15.4.4   be entitled to pass a resolution in writing without a

                meeting.

15.5   The chief executive shall have the authority (subject to clause

       15.7) on behalf of the Business to enter into any transaction in the

       course of the Business which has been approved by the senior

       management team provided that anything done in excess of the

       authority conferred by this clause shall be done by the chief

       executive on his own account and shall be taken and/or paid for by
       him and shall be his own separate property unless the Partnership

       shall elect to adopt the transaction.

15.6   The authority conferred by clause 15.5 may from time to time in all

       or any respect be delegated by the chief executive to any member

       of the senior management team.

15.7   Notwithstanding the terms of clause 15.5 the authority thereby

       conferred shall not extend to any of the following:

       15.7.1    entering into any transaction that involves expenditure or

                 liability which has not been included in a previously

                 approved budget of the Partnership and which exceeds

                 the Limit of Authority;

       15.7.2    engaging any employee on an annual remuneration

                 package which may reasonably be expected to exceed the

                 Limit of Authority;

       15.7.3    engaging any consultant or other independent contractor

                 whose aggregate fees in any Accounting Period may

                 reasonably be expected to exceed the Limit of Authority;

       15.7.4    entering into an agreement to acquire (whether by

                 purchase or otherwise) shares in a company or a share in

                 a limited liability partnership or partnership;

       15.7.5    purchasing or leasing (or agreeing to purchase or lease)

                 any real property;
         15.7.6    extending credit to any person other than a debtor client

                   of the Partnership;

         15.7.7    charging, or agreeing to charge, any asset or assets

                   belonging to the Partnership;

         15.7.8    giving any guarantee on behalf of the Partnership;

         15.7.9    opening   or   closing    any   place   of   business   of   the

                   Partnership;

         15.7.10   entering into any arrangement with a creditor of the

                   Partnership;

         15.7.11   entering into any arrangement with any client or other

                   debtor of the Partnership which involves a write-off in

                   excess of one half of the Limit of Authority of any sum

                   due to the Partnership.

15.8     Notwithstanding any of the provisions of this clause 15 the Partners

         may agree to:

         15.8.1    countermand any decision taken by the chief executive;

                   and/or

         15.8.2    give such directions to the chief executive as may be

                   appropriate.

16     Partners’ meetings

16.1     Meetings of the Partners shall normally be held at least every

         (insert appropriate period).

16.2     Additional meetings of the Partners may be convened by any

         Authorised Representative or Nominee.
16.3   Not less than one week’s notice of any such meeting shall be given

       by any Partner to the others provided that any resolution passed at

       a meeting of which shorter notice or no notice has been given shall

       be deemed to have been duly passed if all Partners were in fact

       present or it is afterwards ratified by the Partners at a subsequent

       meeting.

16.4   No business shall be conducted at a meeting of the Partners unless

       at least one Authorised Representative and at least one Nominee

       shall be present in person at the commencement of the meeting.

16.5   At a meeting of the Partners:

       16.5.1     the       Company      (acting   through   an   Authorised

                  Representative) shall be entitled to cast 2 votes; and

       16.5.2     either:

                  16.5.2.1 if both the Nominees are present at the meeting

                              then each of them shall be entitled to cast one

                              vote; or

                  16.5.2.2 if only one of the Nominees is present at the

                              meeting then that Nominee shall be entitled to

                              cast 2 votes.

16.6   The agreement of the Partners shall be required for the passing of

       any resolution at a meeting of the Partners.

16.7   For the purposes of this clause ‘deadlock’ shall be deemed to have

       occurred in either of the following situations namely if notice shall

       be given in accordance with clause 37 that either:
       16.7.1   a particular matter having been raised at a meeting of the

                Partners and not having been agreed is to be considered

                again at a further meeting of the Partners convened for

                the purpose in accordance with clauses 16.2 and 16.3 and

                either:

                16.7.1.1 agreement       is   again   not   reached   at   that

                           meeting; or

                16.7.1.2 there is not present at such further meeting at

                           least one Authorised Representative and at least

                           one Nominee so as to constitute a quorum

                           within 30 minutes of the time appointed for

                           such meeting; or

       16.7.2   a meeting having had to be adjourned in the absence of a

                quorum, such a quorum is not present at the adjourned

                meeting within 30 minutes of the time appointed for such

                meeting.

16.8   If a deadlock shall occur then the matter in respect of which the

       deadlock has arisen shall be referred for a decision by the chairman

       of the Company and the senior partner of the Existing Partnership

       who shall discuss the matter in good faith and attempt to reach

       agreement thereon within a period of 14 days from such reference

       (or such longer period as those persons may agree).

16.9   If no agreement is reached in respect of a deadlocked matter in

       accordance with clause 16.8 within the period therein specified then
unless the matter shall concern one or more of the matters set out

in clause 16.10 any Authorised Representative or Nominee may at

any time within a period of one month thereafter serve notice

requiring the appointment of a qualified expert33 to resolve the

matter in accordance with the following terms:

16.9.1   the qualified expert shall be appointed by agreement

         between the Partners or failing such agreement then,

         upon application by any Authorised Representative or

         Nominee, by the President for the time being of the

         Institute of Certified Accountants in Tanzania          or any

         duly authorised deputy for him;

16.9.2   the qualified expert shall act as an expert and not as an

         arbitrator, and shall proceed in such manner as he in his

         absolute discretion thinks fit save that he shall take into

         account all such facts and circumstances as he considers

         relevant,   and   he   shall   offer   to   the   Partners   the

         opportunity to submit (either orally or in writing, as he

         determines) their respective views on how the matter in

         question should be determined and their reasons for such

         views;

16.9.3   the qualified expert shall notify the Partners in writing of

         his decision as soon as possible but shall not be obliged to

         give reasons for his decision unless he so wishes;
        16.9.4    the decision of the qualified expert shall be final and

                  binding upon the Partners for all purposes and the

                  Company (acting through its Authorised Representatives

                  or as appropriate) and the Nominees shall execute all

                  such documents and do and take all such actions as may

                  be necessary or reasonably desirable to give effect to that

                  decision as soon as is reasonably possible;

        16.9.5    the fees and expenses of the qualified expert shall be

                  borne by the Partnership.




16.10   If no agreement is reached in respect of a deadlocked matter in

        accordance with clause 16.8 within the period therein specified then

        clause 16.11 shall apply if the matter shall concern one or more of

        the following matters:

        16.10.1   the introduction of a new Partner (save for an assignee

                  authorised in accordance with clause 18.1);

        16.10.2   the opening or closing of any place of business;

        16.10.3   a change in the Name or the adoption of an additional

                  trading name to be used by the Partnership;

        16.10.4          a fundamental change in the nature of the business

                  of   the   Partnership   (whether   in   addition   to   or   in

                  substitution for the existing nature of the Business);

        16.10.5   a decision to reduce or extend the scope of the Venture;
        16.10.6   a requirement to make any Contribution or take any

                  Repayment; and

        16.10.7   a decision to dissolve the Partnership.

16.11   If this clause shall apply then any Authorised Representative or

        Nominee may at any time within a period of one month from the

        expiry of the period referred to in clause 16.8 serve notice either:

        16.11.1   stipulating a wish to purchase the share and interest in

                  the Partnership of the Nominees or the Company (as the

                  case may be) upon the terms set out in Part 9 of this

                  agreement; or

        16.11.2   requiring that the Partnership be wound up in accordance

                  with Part 10 of this agreement.

16.12   For the avoidance of doubt if any notice is served in accordance

        with clause 16.11 then:

        16.12.1   that notice may not be withdrawn without the consent of

                  the Partner upon whom it has been served; and

        16.12.2   the Partner upon whom it has been served shall not be

                  entitled to serve a similar notice, but in the event that a

                  notice has been served under clause 16.11.1 the recipient

                  of it may within a period of 10 Working Days from service

                  thereof serve a counter-notice requiring matters to be

                  dealt with in accordance with Part 10 of this agreement.

16.13   A resolution in writing signed as approved by the Partners shall be

        as valid as a resolution passed at a meeting of them.
16.14     Minutes shall be kept of all meetings of the Partners.




                   PART 6 RESTRICTIONS ON PARTNERS

17      Limitations on Partners’ authority

17.1      Neither the Company (acting through one or more Authorised

          Representative) nor the Existing Partnership (acting through one or

          more Nominee) shall without the consent of the Partnership (save

          in so far as authority in this regard shall in any instance have been

          specifically delegated by the Partners):

          17.1.1    Engage or dismiss any employee of the Partnership;

          17.1.2    Except in the ordinary course of the business of the

                    Partnership and for its benefit pledge the credit of the

                    Partnership or incur any liability or lend any moneys on

                    behalf of the Partnership;

          17.1.3    Give any guarantee or undertaking on behalf of the

                    Partnership; or

          17.1.4    Compromise or compound or (except on payment in full)

                    release or discharge any debt or connected debts due to

                    the Partnership.

17.2      Neither the Company (acting through one or more Authorised

          Representative) nor the Existing Partnership (acting through one or

          more Nominee) shall on behalf of the Partnership:
       17.2.1    have any dealings with any person, partnership, limited

                 liability partnership or limited company with whom or

                 which the Partners have previously resolved not to deal;

       17.2.2    Procure that the Partnership shall enter into any bond or

                 become bail or surety for any person;

       17.2.3    Knowingly cause or permit or suffer to be done anything

                 whereby the property of the Partnership may be taken in

                 execution or otherwise endangered;

       17.2.4    Draw any cheque on any account of the Partnership which

                 is not in accordance with the then current mandate in

                 respect of that account; or

       17.2.5    Divulge   to   any   person   any   trade   secret   or   other

                 confidential    information    concerning     the    business

                 investments or affairs of the Partnership or any of its

                 customers or clients unless such divulgence shall be

                 within its normal authority or unless such information or

                 secret shall already be within the public domain.

17.3   Any person in breach of the limitations imposed by this clause 17

       shall indemnify and keep the other Partner indemnified from and

       against all losses damages actions proceedings costs and expenses

       arising directly or indirectly out of such breach (without prejudice to

       any power of the other Partner to terminate this agreement by

       reason of such breach).
18     Assignment

18.1     No Partner shall be entitled to assign any share and interest in the

         Partnership unless the assignment shall be:

         18.1.1   with the consent of the other Partners;

         18.1.2   in the case of an assignment by the Company, to an

                  Affiliate35 of the Company;

         18.1.3   in the case of an assignment by a Nominee, to a partner

                  in the Existing Partnership; or

         18.1.4   in the case of an assignment following the death of a

                  Nominee, to a Replacement Nominee in accordance with

                  clause 22.3.

18.2     In the event of any such assignment being effected in accordance

         with clause 18.1 then:

         18.2.1   The assignee shall enter into an agreement with the

                  remaining      Partners   to   observe   and   perform   the

                  stipulations contained in this agreement;

         18.2.2   the Partner effecting the assignment shall as from the

                  effective date thereof be released from all debts and

                  liabilities under this agreement arising after that date and

                  shall be entitled to an indemnity from the Partnership

                  from and against all actions, proceedings, costs, claims

                  and demands in respect thereof

         (or)
         18.2.2   notwithstanding such assignment the Partner effecting

                  the assignment shall

                  18.2.2.1 be required to enter into a suitable form of

                             guarantee in favour of the remaining Partners

                             that the assignee will at all times observe and

                             perform     the    stipulations    contained    in   this

                             agreement; and

                  18.2.2.2remain liable in respect of all debts and liabilities

                             under     this    agreement       arising   before   the

                             effective date of the assignment




                          PART 7 ADMINISTRATION

19     Indemnity and expenses

19.1     The Partnership shall indemnify each Partner from and against any

         claims, costs and demands arising out of payments made or

         liabilities incurred in the performance of the duties of a Partner in

         the normal course of the operation of the Business or in respect of

         anything necessarily done for the preservation of the Business or

         the property of the Partnership.

19.2     Each Partner shall be entitled to charge and be refunded all out-of-

         pocket expenses properly incurred in connection with the Business

         provided that:
         19.2.1     all expenses shall be vouched by an appropriate receipt

                    and VAT invoice where appropriate;

         19.2.2     if the Partnership shall provide a credit card for the use of

                    a Partner or any one or more of its directors, officers or

                    employees for such expenses, copies of the vouchers for

                    all expenditure charged to such card shall be given to the

                    Partnership; and

         19.2.3     the Partners may from time to time resolve to place

                    upper limits on any category or categories of expenses of

                    which reimbursement may be claimed.

20     Insurances

20.1     The Partnership shall maintain policies of insurance for such

         respective amounts as it may from time to time determine in

         respect of:

         20.1.1     Loss or damage (including consequent loss of profit by

                    reason of such loss or damage) in relation to:

                    20.1.1.1 The Property;

                    20.1.1.2 All    plant,   equipment     and   other   chattels

                              belonging to or used by the Partnership (and in

                              the   case     of   any   computers   or   ancillary

                              equipment, such insurance shall cover risks

                              relating to any virus and relating to any

                              corruption or loss of any software or data); and
                   20.1.1.3 All cars and other vehicles belonging to the

                             Partnership; and

                   20.1.1.4 any assets subject to a Licence in accordance

                             with clause 4.2;

         20.1.2    Employers’ liability;

         20.1.3    Public liability; and

         20.1.4    Professional negligence.

20.2     The Partnership may effect and maintain for its own benefit such

         life insurance and/or critical illness policies in such sums on the

         lives of or in respect of such of the directors, officers, partners or

         employees of either the Partnership or the Company or the Existing

         Partnership as may from time to time be determined and each

         Partner shall use its best endeavours to procure that any such

         person shall co-operate in the obtaining of such policies and in

         particular but without limitation shall undergo such medical

         examination(s) as shall be reasonable.

20.3     For the avoidance of doubt the premiums in respect of all policies of

         insurance provided for in this clause 20 shall be paid by the

         Partnership and shall for accounting purposes be treated as an

         expense of the Partnership generally.




                     PART 8 TERMINATION PROCESS

21     Termination
21.1   If either an Authorised Representative acting on behalf of the

       Company or a Nominee shall give to the other Partner notice of a

       wish to terminate the Partnership before the completion of the

       Venture (provided that such notice shall be of a duration not less

       than the Notice Period) then on the expiry of the notice either:

       21.1.1    the Partnership shall be wound up in accordance with Part

                 10 of this agreement; (or)

       21.1.2    if the recipient of the notice shall within one month of the

                 service of that notice serve upon the person who served

                 the notice a counter-notice that it does not wish the

                 Partnership to be wound up then the provisions of Part 9

                 of this agreement shall apply38.

21.2   If any Partner shall:

       21.2.1    commit any grave breach or persistent breaches of this

                 agreement;

       21.2.2    be the subject of an Insolvency Event;

       21.2.3    fail to pay any moneys owing by him to the Partnership

                 within 14 days of being requested in writing by any other

                 Partner so to do;

       21.2.4    be guilty of any conduct likely to have a serious adverse

                 effect upon the Business;

       21.2.5    cease to hold any qualification or certification required for

                 the normal performance of the duties of a Partner in a

                 business of the same nature as the Business; (or)
       21.2.6    suffer his share in the Partnership to be subjected to a

                 charging order under the Act,

                 then notice in writing may be served upon the defaulting

                 Partner requiring that either:

                 21.2.6.1 the provisions of Part 9 of this agreement shall

                              apply; (or)

                 21.2.6.2 the Partnership shall be wound up in accordance

                              with Part 10 of this agreement.

21.3   Any notice to be served under clause 21.2 shall give sufficient

       details of the alleged breach or breaches to enable the same to be

       properly identified.

21.4   If the Partner on whom such notice is served (‘the Recipient’) shall

       within 10 Working Days of the date of service of the said notice

       serve on the Partner who served the notice (‘the Server’) a

       counter-notice denying the allegations and shall within the said

       period of 10 Working Days refer the dispute for determination

       under clause 38 the operation of the said notice shall be

       suspended.

21.5   Such a period of suspension shall be ended by either:

       21.5.1    written notice of acceptance served by the Recipient on

                 the Server;

       21.5.2    the successful conclusion of the process of mediation; or

       21.5.3    the notification to the Partners of the decision of an

                 arbitrator appointed in accordance with clause 38.5.
21.6     The Partners may agree as part of the process of mediation

         referred to in clause 21.5.2 to confirm or reject the notice served

         under clause 21.2 and in the latter instance the notice shall be

         treated as having been a nullity.

21.7     Any such arbitrator as is mentioned in clause 21.5.3 may take into

         account all matters which may be drawn to his attention whether or

         not they were within the knowledge of any person at the time of

         service of the notice under clause 21.2 and shall confirm or reject

         that notice and in the latter instance the notice shall be treated as

         having been a nullity.

21.8     Any reference in this agreement to a date consequent upon a

         notice served under clause 21.2 shall if a counter-notice is served

         under clause 21.4 be deemed to be a reference to the date of the

         ending of the period of suspension pursuant to that clause.




          PART 9 TERMINATION OTHER THAN DISSOLUTION

22     Provisions relating to termination

22.1     In the event that the provisions of this clause shall apply pursuant

         to any notice given under clauses 16.11.1, 21.1.2 or 21.2.6.1 then:

         22.1.1   upon the expiry of that notice:

                  22.1.1.1 if the notice was served upon the Company then

                            it shall cease to be a Partner; or
         22.1.1.2 if the notice was served upon one or both of the

                   Nominees then both Nominees shall cease to be

                   Partners;

22.1.2   there shall be due to the person(s) ceasing to be a

         Partner (‘the Recipient’) the amount of the Capital

         Account belonging to them as shown in accounts to be

         drawn up by the Accountants as at the Cessation Date

         (and for the avoidance of doubt there shall be no goodwill

         payable   and   there shall be        no    revaluation   of the

         Partnership’s stock or work in progress other than in the

         normal course of the preparation of the Partnership’s

         accounts according to such principles as would have been

         applied by the Accountants even had there been no

         change in the Partnership);

22.1.3   the Recipient’s share and interest in the Partnership shall

         be deemed to be transferred on the Cessation Date either

         to the Company or to the Nominees jointly as the case

         may be (‘the Transferee’);

22.1.4   there shall be paid by the Transferee to the Recipient:

         22.1.4.1 the    sum   referred   to    in    clause   22.1.2   in

                   accordance with clause 22.2; and

         22.1.4.2 the balance (if any) standing to the credit of the

                   Recipient’s Current Account at the time the first

                   payment is due in accordance with clause 22.2.
22.2   If this clause applies the sum referred to in clause 22.1.2 shall be

       paid by the Transferee to the Recipient or to any administrator or

       liquidator or trustee in bankruptcy or supervisor appointed in

       respect of the Recipient or to the secretary of state (as the case

       may be) by equal half yearly instalments over the Payment Period

       (the first such payment being due 6 months after the Cessation

       Date) provided that:

       22.2.1   the Transferee shall be entitled at any time to make such

                payments at any such earlier time as it thinks fit at its

                absolute discretion;

       22.2.2   in the event that any such installment shall not be paid

                within … days of becoming due then the whole of the

                balance then outstanding shall become immediately due

                and payable;

       22.2.3   upon the making of any payment under this clause

                interest shall also be payable at the Interest Rate on the

                balance then outstanding from the Cessation Date or the

                date of the last such payment (as the case may be).

22.3   If either of the Nominees dies then:

       22.3.1   the partners of the Existing Partnership shall be entitled

                at any time thereafter to nominate one of their number

                (‘the Replacement Nominee’) to be a Nominee in place of

                the deceased Nominee;
         22.3.2   the Replacement Nominee shall enter into and do all such

                  documents and things as may reasonably be required to

                  appoint him as a Partner and to confirm his agreement to

                  observe and perform the provisions of this agreement as

                  if he had been a signatory to it; and

         22.3.3   all the share and interest of the deceased Nominee in the

                  Partnership shall be deemed to be transferred to the

                  Replacement Nominee as at the date of his appointment

                  and there shall be no payment due in respect of that

                  transfer.

22.4     For the avoidance of doubt no Partner shall be capable unilaterally

         of dissolving the Partnership by means of notice otherwise than in

         accordance   with    the   provisions    of    this   agreement   and   the

         Partnership shall not automatically be dissolved upon happening of

         any Insolvency Event

23     Other provisions following retirement or expulsion

23.1     A Partner who shall have ceased to be a Partner in accordance with

         clause 22.1.1 shall:

         23.1.1   not before the first (or) second Accounts Date following

                  the Cessation Date:

                  23.1.1.1 solicit business from, canvass for or accept

                              instructions to supply goods or services to or for

                              any   person,      firm   or     company   which   has

                              habitually introduced clients or customers to the
                  Partnership or was a client or customer of the

                  Partnership during the period of one year

                  preceding the Cessation Date;

         23.1.1.2 solicit or induce or endeavour to solicit or induce

                  any person who is at the Cessation Date a

                  Partner   or   an   employee    in   any   capacity

                  whatever of the Partnership to cease working

                  for or providing services to the Partnership

                  whether or not any such person would thereby

                  commit a breach of contract; (or)

         23.1.1.3 employ or otherwise engage anyone who is at

                  the Cessation Date an employee in any capacity

                  whatever or a Partner of the Partnership,

         provided that each of the separate paragraphs of this

         clause 23.1.1 shall constitute an entirely separate and

         independent restriction so that if one or more of them are

         held to be invalid for any reason whatever then the

         remaining paragraphs shall nonetheless be valid;

23.1.2   not at any time use the Name or any other trading or

         practising name capable of being confused with it; and

23.1.3   Immediately pay into the Partnership’s bank account all

         sums due from that Partner to the Partnership and any

         sums not so paid shall be recoverable by the Partnership

         as a debt.
23.2   For the purposes of clause 23.1

       23.2.1      Any reference to the Partnership shall be deemed to

                   include reference to any Affiliate controlled by it;

       23.2.2      Any reference to the Company shall be deemed to include

                   reference to any Affiliate of it;

       23.2.3      Any reference to any Nominee shall be deemed to include

                   the other Nominee and the Existing Partnership;

       23.2.4      Any reference to the Existing Partnership shall be deemed

                   to include reference to any Nominee.

23.3   In the event that any Partner shall have died or have ceased to be

       a Partner in accordance with clause 22.1.1 (for the purposes of this

       clause 23 referred to as ‘the Outgoing Partner’) then the Outgoing

       Partner or (as the case may be) the personal representatives,

       receiver,    administrative     receiver,   administrator,   liquidator   or

       trustee in bankruptcy of the Outgoing Partner shall:

       23.3.1      deliver to the other Partner(s) (‘the Continuing Partner’)

                   immediately upon request and at the expense of the

                   Continuing Partner:

                   23.3.1.1 all such property belonging to the Partnership

                             as   is   or   was    in   the   Outgoing    Partner’s

                             possession and in the case of any computers or

                             similar equipment that shall include all software,

                             data and files held upon the same and no such
                          data and files shall be wiped from the computer

                          before its return; and

                23.3.1.2 all such books of account, records, letters and

                          other documents relating to the Partnership as

                          are   or    were   in    the   Outgoing   Partner’s

                          possession and as may be required for the

                          continuing conduct of the Business but during

                          any subsequent period in which there shall still

                          be money owed to the Outgoing Partner by the

                          Continuing     Partner     then    inspection   by

                          appointment by the Outgoing Partner or duly

                          authorised agents shall be permitted of the

                          books of account, records, letters and other

                          documents of the Partnership in so far as they

                          relate to any period preceding the Cessation

                          Date; and

       23.3.2   sign, execute and do all such documents, deeds, acts and

                things as the Continuing Partner may reasonably request

                for the purpose of conveying, assigning or transferring to

                it any Property or assets which immediately prior to the

                Cessation Date were vested in the Outgoing Partner as

                nominee for or in trust for the Partnership.

23.4   The Continuing Partner may at its expense:
       23.4.1   publish notice of the change in the Partnership in the

                Government Gazette and in any newspaper it may

                choose; and

       23.4.2   give notice in writing of the change in the Partnership to

                all third parties who have in the last … months had any

                dealings with the Partnership (whether as suppliers to it

                or as clients or customers of it) and shall if doing so use

                its reasonable endeavours to agree the terms of such

                notice in advance with the Outgoing Partner.

23.5   The Continuing Partner shall:

       23.5.1   pay and discharge all debts of the Partnership at the

                Cessation Date except any debt or liability in respect of

                any claim arising from any fraudulent act of the Outgoing

                Partner or from any negligent act or omission of the

                Outgoing Partner to the extent that the same is not

                covered by insurance (other than by reason of being less

                than the amount from time to time being the uninsured

                deductible level of the partnership); and

       23.5.2   keep the Outgoing Partner and its estate and effects

                indemnified against such debts and liabilities except as

                aforesaid and all actions, proceedings, costs, claims and

                demands in respect thereof; and

       23.5.3   at all times during the continuance of the Business

                maintain and pay all necessary premiums for professional
                  negligence indemnity insurance in at least the Minimum

                  Insurance Sum against any claims for negligence or any

                  other wrongful act or omission covered by a normal

                  professional negligence policy and in accordance with the

                  normal practice of the Partnership and ensure that such

                  policy shall cover any claims made against the Outgoing

                  Partner or its estate and effects




                         PART 10 DISSOLUTION

24     Completion of the Venture

24.1     Any Partner (‘the Server’) may at any time (acting through an

         Authorised Representative or Nominee as the case may be) serve

         notice stating that in its opinion the Venture has been completed

         according to the criteria set out in the Sixth Schedule and that

         accordingly on such date as may be specified in that notice (being

         not less than one month after service) the Partnership shall be

         wound up in accordance with the provisions of this part of this

         agreement.

24.2     Any notice to be served under clause 24.1 shall give sufficient

         details of the reasons why the Server contends that the Venture

         has been completed.

24.3     If the Partner on whom such notice is served (‘the Recipient’) shall

         within 10 Working Days of the date of service of the said notice
       serve on the Server a counter-notice denying that the Venture has

       been completed and giving its reasons for that denial and shall

       within the said period of … Working Days refer the dispute for

       determination under clause 38 the operation of the said notice shall

       be suspended.

24.4   Such a period of suspension shall be ended by either:

       24.4.1   written notice of acceptance served by the Recipient on

                the Server;

       24.4.2   the successful conclusion of the process of mediation; or

       24.4.3   the notification to the Partners of the decision of an

                arbitrator appointed in accordance with clause 38.5.

24.5   The Partners may agree as part of the process of mediation

       referred to in clause 24.4.2 to confirm or reject the notice served

       under clause 24.1 and in the latter instance the notice shall be

       treated as having been a nullity.

24.6   Any such arbitrator as is mentioned in clause 24.4.3 may take into

       account all matters which may be drawn to his attention whether or

       not they were within the knowledge of the Partners at the time of

       service of the notice under clause 24.1 and shall confirm or reject

       that notice and in the latter instance the notice shall be treated as

       having been a nullity.

24.7   Any reference in this agreement to a date consequent upon a

       notice served under clause 24.1 shall if a counter-notice is served
          under clause 24.3 be deemed to be a reference to the date of the

          ending of the period of suspension pursuant to that clause.

25     Effective date of dissolution

25.1      In the event of the service of a notice in accordance with the

          provisions of any of clauses 16.11.2, 16.12.2, 21.1.1, 21.2.6.2, or

          24.1 the Partnership shall be dissolved with effect from the close of

          business on the Dissolution Date.

25.2      After the Dissolution Date the authority of any Partner or any

          Authorised Representative or Nominee to bind the Partnership or

          the other Partners shall be limited to such matters and such period

          as are necessary for the implementation of the terms of this part of

          this agreement and not further or otherwise.

26     Name

26.1      No Partner may after the Dissolution Date use any name for any

          business practice or profession in which he may at any time be

          concerned which is the same as or might be confused (whether

          visually, audibly or in some other manner) with the Name.

(or)

26.1      Each of the Partners may after the Dissolution Date use as the

          name for any business practice or profession in which he may at

          any time be concerned a variation of the Name which has been

          altered in such a manner as to enable it not to be confused

          (whether visually, audibly or in some other manner) with either:

          26.1.1   the Name; (or)
         26.1.2     such name as may already have been selected as a name

                    intended for use by another Partner.

26.2     If a Partner chooses to exercise the right conferred upon him by

         clause 26.1, he shall immediately notify the other Partners of the

         name he has chosen.

26.3     In the event of any dispute as to the right of a Partner under this

         clause    to   use   any     name,    the   same     shall   be   referred   for

         determination in accordance with clause 38.

26.4     If as a result of such determination it shall be held that a Partner

         does not have the right to use a name he has chosen, then he shall

         forthwith cease to use that name but may then opt for another

         name satisfying the terms of clause 26.1 (but so that the other

         provisions of this clause 26 shall apply mutatis mutandis to the

         name thus chosen.

27     Assets     and   liabilities    for    disposal   or     discharge      by     the

Partnership

27.1     All assets of the Partnership shall be sold, disposed of, collected

         and got in to the best advantage of the Partnership and the

         proceeds of such assets shall be paid into the Partnership’s bank

         account and for this purpose all book debts owed to the Partnership

         (including any which may result from any invoices rendered in

         accordance with clause 28.3) shall be included and the Intellectual

         Property shall be included save in so far as it comprises:
         27.1.1    the goodwill or connection of any of the customers or

                   clients of the Partnership; or

         27.1.2    the Know-how.

27.2     All debts and liabilities of the Partnership shall be paid and

         discharged by the Partnership from the Partnership bank account.

27.3     The provisions of clauses 27.1 and 27.2 shall be carried into effect

         by the Partners acting jointly.

(or)

27.345   For the purposes of the remaining provisions of this Part of this

         agreement:

         27.3.1    ‘The   Manager’   shall   mean   the   Company   (or)   the

                   Nominees; and

         27.3.2    ‘The Other Partner’ shall mean the Nominees (or) the

                   Company

27.4     The provisions of clauses 27.1 and 27.2 shall be carried into effect

         by the Manager acting alone so that:

         27.4.1    he shall in this respect act to the exclusion of the Other

                   Partner who shall have no authority to act in any such

                   regard on behalf of the Partnership (save as set out in

                   clause 28.3);

         27.4.2    provided that he shall nonetheless consult with the Other

                   Partner before taking any steps to recover and get in any

                   book debts owed to the Partnership by any of the
                  customers or clients whose goodwill and connection is to

                  pass to the Other Partner in accordance with clause 28.2

27.5     The Manager shall not be entitled to any reward or remuneration

         for the discharge of the duties conferred on him by this clause 27

         (or) be entitled in consideration of the discharge by him of the

         duties conferred on him by this clause 27 to remuneration payable

         by the Partnership from its bank account as an expense of the

         winding up of the Partnership’s affairs (and which shall therefore

         for the purposes of the preparation of the Final Accounts in

         accordance with clause 31 be regarded as payments to a third

         party) such remuneration to be at the rate of (insert sum) per

         month from the Dissolution Date until the completion of his said

         duties payable in advance on the first day of each month the first

         and last payments being apportioned as necessary (or) equal to

         10% of the gross amount (excluding VAT) realised by him for any

         asset of the Partnership

28     Work in progress etc

28.1     The goodwill and connection of the customers or clients listed in

         Part I of the Seventh Schedule shall as from the Dissolution Date

         belong to the Company to the exclusion of the Partnership and the

         Nominees.

28.2     The goodwill and connection of the customers or clients listed in

         Part II of the Seventh Schedule shall as from the Dissolution Date
       belong to the Nominees to the exclusion of the Partnership and the

       Company.

28.3   As soon as may be reasonably practical after the Dissolution Date,

       each of the Company and the Nominees as the case may be shall in

       respect of such of the customers or clients referred to above as are

       shown as belonging to him and as have current work in progress

       with the Partnership:

       28.3.1   Prepare drafts of interim invoices for all work in progress

                for all such clients in respect of all matters being

                undertaken on their behalf;

       28.3.2   Deliver copies of such draft invoices to the Nominees or

                the Company as the case may be;

       28.3.3   make available to the Nominees or the Company as the

                case may be all such documents, data and things as may

                be necessary for an assessment of the appropriateness of

                the said draft invoices;

       28.3.4   make such amendments as may be reasonable to any

                such draft invoices as may be requested in writing by the

                Nominees or the Company as the case may be within 7

                days of receipt of the drafts;

       28.3.5   refer any such amendments requested as above which he

                does not accept as being reasonable for determination in

                accordance with clause 32; and
         28.3.6    Render promptly to the customers or clients in question

                   all such invoices in the name of the Partnership as may

                   be appropriate following the process as above.

29     Employees

29.1     Any employees who were prior to the Commencement Date

         employees of either the Company or the Existing Partnership but

         later transferred to the employment of the Partnership shall as

         from the Dissolution Date have their employment re-transferred to

         the   business   which   first   employed    them   and   the   Transfer

         Regulations shall apply to such re-transfers of employment.

29.2     The   Partners   shall   procure    that    terms   and   conditions   of

         employment which are no less favourable than those which applied

         to their employment by the Partnership shall be offered by the

         Company or the Existing Partnership (as the case may be) to the

         employees whose employment is to be re-transferred to them.

30     Dissolution Accounts

30.1     The Accountants shall prepare the Dissolution Accounts in the

         normal way save that they shall make such provision as they think

         appropriate (even if this would not have been done otherwise than

         in the preparation of Dissolution Accounts) for:

         30.1.1    the revaluation of any asset; and

         30.1.2    provision for any debt or liability whether actual or

                   contingent.
30.2   If the Dissolution Accounts shall show that a contribution is likely to

       be due to the Partnership from a Partner in order to enable the

       Partnership to meet such debts and liabilities as are set out in the

       Dissolution Accounts, then, so soon as the same shall be approved

       by the Partners (or any dispute as to them shall be determined in

       accordance with clause 32), that Partner shall pay the amount of

       that contribution into the Partnership’s bank account.

30.3   If the Dissolution Accounts shall show that a surplus is likely to be

       due from the Partnership to a Partner after the Partnership has met

       such debts and liabilities as are set out in the Dissolution Accounts

       and if the Accountants shall accordingly recommend an interim

       distribution from the Partnership, then, so soon as the same shall

       be approved by the Partners (or any dispute as to them shall be

       determined in accordance with clause 32), that distribution shall be

       made from the Partnership’s bank account to the Partners.

30.4   Save as provided for in this clause and in clause 27.5 no Partner

       shall    in   the   period    between    the     Dissolution    Date   and   the

       preparation of the Final Accounts in accordance with clause 31:

       30.4.1        be entitled to withdraw any money or assets from the

                     Partnership without the consent of all Partners and

                     pursuant to advice from the Accountants that such a

                     withdrawal will be capable of being made without the

                     likelihood     that   it   would     cause       the   Partnership

                     subsequently to need to seek a contribution to the
                   Partnership from that Partner in order to enable the

                   Partnership to meet its debts and liabilities; (or)

         30.4.2    be obliged to make any contribution to the Partnership

                   unless the Accountants shall certify the amount of a

                   contribution as being in their opinion likely to be needed

                   to allow the Partnership to meet its debts and liabilities.

31     Final Accounts

31.1     For the purposes of this clause the expression ‘the Completion

         Date’ shall mean the date upon which the Partners may agree (or)

         the Manager may determine that it is not reasonably possible to

         sell, dispose of, recover or get in any more assets of the

         Partnership and that all debts and liabilities of the Partnership

         which are capable of being identified and quantified have been

         satisfied and discharged.

31.2     The Final Accounts shall be prepared by the Partners (or)

         Accountants as at the first anniversary of the Dissolution Date or if

         earlier on the Completion Date.

31.3     The Final Accounts shall reflect all movements in the financial

         affairs of the Partnership with regard to third parties since the

         Dissolution Accounts and in particular, but without limitation, shall

         include all:

         31.3.1    sales and disposals of assets of the Partnership;

         31.3.2    book debts and other monies recovered and got in by the

                   Partnership; and
       31.3.3   debts and liabilities paid by the Partnership; and

       31.3.4   payments made to the Manager in accordance with clause

                27.5.

31.4   Any surplus or deficit shown in the Final Accounts as resulting from

       the matters referred to in clause 31.3 shall be divided between the

       Partners in the proportions which their respective Capital Accounts

       bore to each other on the Dissolution Date.

31.5   No interest on Partners’ Capital Accounts shall be allowed for in the

       preparation of the Final Accounts.

31.6   Such part of the Final Accounts as shall deal with matters as

       between the Partners shall:

       31.6.1   indicate the aggregate credit or debit balances relating to

                each Partner’s Capital and Current Accounts as at the

                Dissolution Date;

       31.6.2   show as a credit or debit against those balances such

                surplus or deficit as is to be allocated between the

                Partners in accordance with clause 31.4;

       31.6.3   show as a credit against those balances the aggregate of

                any such contributions as may have been made by any

                Partner to the Partnership in the period since the

                Dissolution Date; and

       31.6.4   show as a debit against those balances any withdrawals

                made since the Dissolution Date by any Partner save and
                  except payments made to the Manager in accordance

                  with clause 27.5

31.7     The balances shown in the Final Accounts after taking the steps

         provided for in this clause 31 shall (subject only to clause 31.8)

         indicate the amounts which shall as soon as the Final Accounts shall

         be approved by the Partners (or any dispute as to them shall be

         determined in accordance with clause 32) either:

         31.7.1   Be distributed to each of the Partners; or

         31.7.2   Be contributed by each Partner.

31.8     In the event that:

         31.8.1   there shall at the Completion Date still be assets of the

                  Partnership which it has not been possible to realise

                  and/or debts or liabilities of the Partnership which it has

                  not been possible to settle; and

         31.8.2   Any such assets shall subsequently be realised; or

         31.8.3   Any such debts or liabilities shall subsequently become

                  due and payable,

         then each of the Partners shall (as the case may be) receive or

         contribute monies accordingly in the proportions which their

         respective Capital Accounts bore to each other on the Dissolution

         Date.

32     Approval and disputes as to accounting matters

32.1     The Partners shall attempt to approve each of the Dissolution

         Accounts and the Final Accounts as soon as shall be reasonably
       practical and shall, if there shall be no dispute, sign the same to

       indicate their approval at which time the same shall become final

       and binding upon them (save that any Partner may within a period

       of 3 months after such approval require the rectification of any

       manifest error).

32.2   In the event of any dispute between the Partners as to either the

       Dissolution Accounts or the Final Accounts or the amount to be

       invoiced to a client or customer in respect of work in progress, then

       the same shall be referred for determination to a Fellow of the

       Institute of Certified Accountants in Tanzania   (‘the Expert’) who

       practices other than as a partner, member, director or employee of

       the Accountants and who shall act as an expert and not as an

       arbitrator.

32.3   The Expert shall afford each of the Partners the opportunity to

       make representations in writing to him and shall be able at his

       absolute discretion to afford the Partners the opportunity to make

       such representations orally to him but shall otherwise determine his

       own rules of procedure.

32.4   The Expert shall be appointed by agreement between the Partners

       or, failing agreement, on the application of any Partner made to the

       President of the said Institute (or any other officer thereof having

       the delegated authority to make such appointments on behalf of

       the President).
32.5     The Expert shall communicate his decision in writing to the Partners

         and   thereupon    it   (and   accordingly    where   appropriate   the

         Dissolution Accounts or the Final Accounts subject only to such

         variation as the determination shall require) shall become final and

         binding upon them.

32.6     The costs of the determination by the Expert shall be an expense of

         the winding up and shall be borne by the Partnership.

33     Professional indemnity Insurance

33.1     If the business or businesses to be carried on by either the

         Company or the Existing Partnership shall be deemed to be a

         successor or successors to the whole or any part of the Business in

         accordance with any applicable professional rules or contractual

         terms relating to professional indemnity insurance, then the

         relevant Partner(s) shall procure that that business shall maintain

         and pay all necessary premiums for a professional indemnity

         insurance policy (‘the Policy’) in at least the Minimum Insurance

         Sum against any claims for negligence or any other wrongful act or

         omission covered by a normal professional indemnity insurance

         policy for operations such as the Business.

33.2     A Partner under an obligation in accordance with clause 33.1 shall

         ensure that the Policy shall cover any claims made against the

         other Partners (or their estates and effects) for anything relating to

         the Business (or the relevant aspect thereof) done or omitted
         during the Partnership and any such other Partner may (but not

         more than once a year) request that Partner at his cost to produce:

         33.2.1    a copy of the relevant insurance policy and any schedule

                   thereto;

         33.2.2    a copy of the receipt for the premium in respect of that

                   policy; and

         33.2.3    details of any material factor (including the notification of

                   circumstances which may give rise to a claim) which

                   could   or    might   affect   or   load   the   other   Partner’s

                   professional indemnity insurance cover in respect of any

                   other business or practice in which he may be or be held

                   out as being a principal or partner.

33.3     In the event that any Partner shall become aware that there shall

         (either from the Cessation Date or at any subsequent time) be no

         successor practice (as referred to in clause 33.1) to all or any part

         of the Business, then he shall notify the other Partners of that fact

         and the Partners shall enter into negotiations in good faith as to the

         provision of run-off cover.

34     Post-dissolution provisions

Neither the Company nor the Nominees shall before the first (or) second

anniversary of the Dissolution Date:

34.1     solicit business from, canvass for or accept instructions to supply

         goods or services to or for any person, firm or company whose
          goodwill has been transferred to the Existing Partnership or the

          Company as the case may be in accordance with clause 28; or

34.2      solicit, induce or endeavour to solicit or induce any employee

          whose employment is as a consequence of clause 29 to be

          transferred to the Existing Partnership or the Company as the case

          may be to cease that employment whether or not any such person

          would thereby commit a breach of contract,

provided that each of the separate paragraphs of this clause 34 shall

constitute an entirely separate and independent restriction so that if either of

them is held to be invalid for any reason whatever, then the remaining

paragraph shall nonetheless be valid.

35     Administrative provisions

35.1      Each Partner shall at his own expense forthwith deliver to the

          Partnership:

          35.1.1    all such property belonging to the Partnership as is in his

                    possession and in the case of any computers or similar

                    equipment that shall include all software, data and files

                    held upon the same and no such data and files shall be

                    wiped from the computer before its return; and

          35.1.2    all such books of account, records, letters and other

                    documents relating to the Partnership as are in his

                    possession and as may be required for the winding up of

                    the Business.
35.2   During the course of the winding up of the Partnership and for a

       period of 6 years thereafter all such items as are referred to in

       clause 35.1.2 (subject to clause 35.3) shall be held in safe custody

       by the Manager provided that during that period inspection of the

       same by appointment by the Other Partner or his duly authorised

       agents shall be permitted.

35.3   Notwithstanding the provisions of clauses 35.1 and 35.2 any such

       items as are therein referred to as relate to any customers or

       clients whose goodwill is in accordance with clause 28 being

       transferred to the Company or the Existing Partnership shall be

       held by that business and not by the Manager but he shall be

       subject to the same conditions as to the custody and inspection of

       them as are applied by clause 35.2.

35.4   Each Partner shall sign, execute and do all such documents, deeds,

       acts and things as may reasonably be requested for the purposes of

       enabling the Partnership to recover and get in any outstanding

       assets of the Partnership or of conveying, assigning or transferring

       to such person(s) as may be appropriate any assets which

       immediately prior to the Dissolution Date were vested in that

       Partner as nominee for or in trust for the Partnership.

35.5   The Partners shall so soon as may be possible but in any event not

       later than one month after the Dissolution Date:

       35.5.1   give due notice of the dissolution of the Partnership in the

                London Gazette and in the (insert name); and
         35.5.2    give notice in writing of the dissolution of the Partnership

                   and of the arrangements for the businesses to be

                   operated by each of the Company and the Existing

                   Partnership to all third parties who have in the 12 months

                   prior to the Dissolution Date had any dealings with the

                   Partnership (whether as suppliers to it or as clients or

                   customers of it).

35.6     Each Partner shall forthwith pay into the Partnership’s bank account

         all sums due from it to the Partnership and any sums not so paid

         shall be recoverable as a debt.

                               PART 11 GENERAL

36     Time and indulgence

36.1     The failure of any Partner at any time or times to require

         performance of any provision of this agreement shall in no way

         affect his rights to enforce such a provision at a later time.

36.2     No waiver by any Partner of any condition or waiver of the breach

         of any term or provision contained in this agreement whether by

         conduct or otherwise in any one or more instances shall be deemed

         to be or construed as a further or continuing waiver of any such

         condition or breach or any other provision of this agreement.

37     Notices

37.1     Any notice herein referred to shall be in writing and shall be

         sufficiently given to or served on the Partner to which it is

         addressed if it is:
       37.1.1   delivered to or sent in a prepaid first class letter by

                recorded mail addressed to its Registered Office (in the

                case of the Company) or to his last known residential

                address (in the case of the Nominees) and in such case

                the notice shall be deemed to have been delivered in the

                ordinary course of post;

       37.1.2   sent by facsimile transmission to a number notified by a

                Partner as being one at which it is prepared to accept

                service of notices (and in such case the notice shall be

                deemed to have been served on the day of transmission

                or if sent after 4 pm then upon the next following

                Working Day); or

       37.1.3   sent by electronic mail to an address notified by a Partner

                as being one at which it is prepared to accept service of

                notices (and in such case the notice shall be deemed to

                have been served on the day of transmission or if sent

                after 4 pm then upon the next following Working Day).

37.2   Any notice to be served shall:

       37.2.1   if to be served on the Company, be served by either or

                both of the Nominees (and so that any such notice served

                by one Nominee shall be deemed to have been served by

                them jointly on behalf of the Existing Partnership); (or)

       37.2.2   if to be served upon either or both of the Nominees, be

                served by the Company (and so that any such notice
                   served on one Nominee shall be deemed to have been

                   served upon the Nominees jointly on behalf of the

                   Existing Partnership).

38     Determination of disputes

In the event of any dispute under or arising out of this agreement (other

than one for which a separate method of resolution has been provided):

38.1     The Partners shall take the matter before an independent mediator

         in accordance with the procedures of ADR Group, Dar es Salaam,

         with the intention that the matter shall if possible be resolved by

         mediation.

38.2     The mediator shall be agreed by the Partners, or failing such

         agreement within … Working Days of one Partner requesting the

         appointment of a mediator, shall be appointed on the application of

         any Partner in accordance with clause 38.6.

38.3     Unless otherwise agreed the costs of the mediation shall be an

         expense of the Partnership but any Partner which may of its own

         volition incur any additional costs shall be responsible for them.

38.4     The doctrines of laches, waiver or estoppel shall not be considered

         in any such mediation.

38.5     In the event that the mediator appointed as above shall certify in

         writing his opinion that the dispute is not capable of resolution by

         mediation, or that the mediation has not been concluded within 60

         Working Days of the agreement of the Partners as to the

         appointment of the mediator or a request by any Partner for such
         an appointment, then it shall be referred in accordance with the

         Arbitration Act Cap 15 to a single arbitrator to be appointed, in

         default of agreement, upon the request of any Partner in

         accordance with Clause 37.6, and the decision of the arbitrator

         (including any decision as to costs) shall be final and binding on all

         Partners.

38.6     An appointment of a mediator or arbitrator shall be made upon the

         request of any Partner by the President or other chief officer for the

         time being of the Relevant Institution or any deputy duly

         authorised by the Relevant Institution in that regard

38.7     Nothing in this clause 38 shall preclude the making of an

         application to the court for injunctive relief to restrain a breach or

         apprehended breach of this agreement.

39     Entire agreement

39.1     This agreement constitutes the whole of the agreement between

         the parties as to the Partnership.

39.2     It is expressly declared that no variations to this agreement shall

         be effective unless made in writing, dated and signed by the parties

         to this agreement.

40     Third Parties

No person (other than the partners in the Existing Partnership) who is not a

party for the time being to this agreement shall have any right under the

Contract Act Cap 345 to enforce any term of this agreement.
AS WITNESS the hands of the parties hereto the day and year first before

written




                            FIRST SCHEDULE


                                 Property


                           SECOND SCHEDULE


                           Prior shares of profit


                            THIRD SCHEDULE


                 Basic shares of percentage split of profit


                           FOURTH SCHEDULE


               Pre-Commencement contracts to be ratified


                            FIFTH SCHEDULE


                    Assets Licensed to the Partnership


                            SIXTH SCHEDULE


                  Criteria for Completion of the Venture


                           SEVENTH SCHEDULE


               Clients/customers ‘belonging’ to each Partner
              EIGHTH SCHEDULE


Names of all partners in the Existing Partnership


                                      (signed by both Partners)

				
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