‘________TECHNOLOGIES LLP’

LIMITED LIABILITY PARTNERSHIP AGREEMENT

(As per Section 23(4) of LLP Act, 2008)

Contents

1. Definitions and Interpretations ................................................................ 3

1.1 Definitions ............................................................................... 3
1.2 Interpretations .......................................................................... 4
2. Formation ....................................................................................... 5
2.1 Name of the LLP ....................................................................... 5
2.2 Registered Office ....................................................................... 5
2.3 Commencement ......................................................................... 6
2.4 Name and Residential Address of the Partners ...................................... 6
2.5 Initial Contribution .................................................................... 6
2.6 Common Seal ........................................................................... 6
2.7 Profit and Loss sharing Ratio ......................................................... 6
3. Business Activities .............................................................................. 6
4. Capital Contribution ........................................................................... 6
5. Partners’ Current Accounts ................................................................... 7
6. Remuneration and Interest .................................................................... 7
6.1 Remuneration to Partners ............................................................. 7
6.2 Interest on Capital Account ........................................................... 7
7. Partners .......................................................................................... 8
7.1 Admission ............................................................................... 8
7.2 Cessation of Partner .................................................................... 8
7.3 Removal for Just Cause ................................................................ 8
7.4 Rights of Partners ...................................................................... 9
7.5 Duties of Partners ...................................................................... 9
7.6 Restrictions on Partners .............................................................. 10
7.7 Transfer of Partner’s interest in the LLP ........................................... 10
8. Liability of the LLP ............................................................................ 11
9. Liability of the Partners ....................................................................... 11
10. Meetings of Partners ........................................................................... 11
10.1 Conveying of Meeting of Partners ................................................... 11
10.2 Notice of Meeting ...................................................................... 11

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 10.3 Place and Manner of holding Meetings .............................................. 11
10.4 Quorum for Meetings ................................................................. 12
10.5 Chairman of the meeting ............................................................. 12
10.6 Voting at meetings of Partners ....................................................... 12
10.7 Chairman’s Casting Vote ............................................................. 12
10.8 Passing of resolution by circulation .................................................. 12
11. Designated Partners ........................................................................... 13
11.1 Appointment of Designated Partners ................................................ 13
11.2 Cessation of Designated Partner ..................................................... 13
11.3 Powers of Designated Partners ....................................................... 13
11.4 Responsibility of Designated Partners ............................................... 14
12. Accounts ........................................................................................ 14
13. Indemnity ....................................................................................... 14
14. Bank Account/s................................................................................. 14
15. Borrowing Powers ............................................................................. 14
16. Auditors......................................................................................... 14
17. Service of Notice ............................................................................... 15
18. Dispute Resolution ............................................................................. 15
19. Governing Laws and Jurisdiction ............................................................ 15
20. Duration ........................................................................................ 15
21. Winding Up ..................................................................................... 15
22. Miscellaneous Provisions ...................................................................... 16
23. Entirety of Agreement ......................................................................... 16
24. Waiver .......................................................................................... 16
25. Severability ..................................................................................... 16
APPENDIX – A ( Name & Residential Address of the Partners) .................................. 18
APPENDIX – B (Capital Contribution of the Partners) ............................................ 19
APPENDIX – C (Profit and Loss Sharing Ratio) ................................................... 20

II
 LIMITED LIABILITY PARTNERSHIP AGREEMENT

(As per Section 23(4) of LLP Act, 2008)

THIS AGREEMENT of Limited Liability Partnership made at Pune this __th day of ____,
2018 between:

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1. MR. ______________________________ aged about ___ years, son of MR.
___________________________________, Indian Resident, residing at Flat no. ___,
_________________________________, Pune-411041, (hereinafter called the
FIRST PARTY, which expression shall, unless it be repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees);

2
 2. MR. ______________________________ aged about ___ years, son of MR.
___________________________________, Indian Resident, residing at Flat no. ___,
_________________________________, Pune-411041, (hereinafter called the
SECOND PARTY, which expression shall, unless it be repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees);

3. MR. ______________________________ aged about ___ years, son of MR.

___________________________________, Indian Resident, residing at Flat no. ___,
_________________________________, Pune-411041, (hereinafter called the
THIRD PARTY which expression shall, unless it be repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees);

and

4. MR. ______________________________ aged about ___ years, son of MR.

___________________________________, Indian Resident, residing at Flat no. ___,
_________________________________, Pune-411041, (hereinafter called the
FOURTH PARTY, which expression shall, unless it be repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees);

(ALL THE ABOVE PARTIES SHALL BE INDIVIDUALLY REFERRED TO AS A

“PARTNER” OR “PARTY” AND COLLECTIVELY AS “PARTNERS” OR “PARTIES” )

WHEREAS the Parties had agreed and accordingly formed a “LIMITED LIABILITY
PARTNERSHIP” in the name and style of ‘______TECHNOLOGIES LLP’ (“K5 LLP” or
“LLP”), which has been incorporated under the Limited Liability Partnership Act, 2008 on
__th _____ 2018 vide LLP Identification No. ________, on the terms and subject to the
conditions set forth hereinafter.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:

1. Definitions and Interpretations

1.1 Definitions

a) Accounting Year means the Financial Year as defined in the Limited Liability
Partnership Act, 2008;

b) The Act shall mean the Limited Liability Partnership Act, 2008 and any
modification or re-enactment thereof;

c) The Rules shall mean the Limited Liability Partnership Rules, 2009 and any
modification or re-enactment thereof;

d) Designated Partner means any partner designated as such pursuant to Section 7

of Limited Liability Partnership Act, 2008;

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 e) Partner means any person who becomes a partner in the LLP in accordance with
this LLP Agreement and includes the Designated Partner;

f) Partner’s interest in the LLP is the right of a partner to receive the share of the
profits and losses of the LLP and to receive distributions in accordance with the
LLP Agreement.

g) Working Partners means the Partners of the LLP who actively keep themselves
engaged in conducting the affairs of business of the LLP.

h) LLP Agreement means this agreement, as may be amended from time to time;

i) Contribution means and includes tangible, movable or immovable, or intangible

property or other benefits to the LLP;

j) Organisational Documents means and includes this LLP Agreement, LLP Joining
Agreement, LLP Relinquishment Agreement, Supplemental Agreement and any
other agreement or document or arrangement designated as such by the Designated
Partners from time to time;

k) Profit and Loss sharing Ratio means the ratio in which the Partners would be
sharing profits and losses of the LLP.

l) Just Cause means:

i) Any breach of the Organisational documents; or

ii) Any act of, or omission by, or occurrence in relation to, or a series of such acts
of omissions by or occurrences in relation to the relevant Partner, which is, in
the opinion of Designated partners, of such a nature that the relevant Partner’s
continuance as a Partner is likely to harm significantly the interest of the LLP;

1.2 Interpretations

In this Agreement, unless the context otherwise requires;

a) words in the singular include-the plural and vice versa;

b) any pronoun includes the corresponding masculine, feminine and neuter

forms;

c) the words "include", "includes" and "including" shall be deemed to be followed

by the phrase "without limitation" and references to "other" and "otherwise"
shall not be construed with reference to the words that went before where a
wider construction is possible;

d) all and any covenants, permissions, approvals, decisions or directions

mentioned in this Agreement shall be in writing;

e) all references to an Article shall be deemed to be references to the relevant

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 provision of the LLP Agreement;

f) any reference to any action, remedy, method, judicial proceeding, legal

document, legal status, official or legal concept using a term commonly
recognised under Indian law (the "Indian Term"), and there exists in any
other jurisdiction a different term having substantially the same meaning as
such Indian Term, then the reference in the Agreement or the Organisational
documents to the Indian Term shall be deemed also to include such other
comparable term in such other jurisdiction;

g) references to a statute or statutory provision include that statute or provision

as from time to time modified, re-enacted or consolidated whether before or
after the date of this Agreement have taken effect so far as such
modification, re-enactment or consolidation applies or is capable of applying
to any relevant transaction or matter and (so far as liability thereunder may
exist or can arise) shall include also any past statute or statutory provision (as
from time to time modified, re-enacted or consolidated) which such statute or
provision has directly or indirectly replaced;

h) references to any agreement or other document include such agreement or

other document as amended, supplemented, modified, novated or replaced;

i) references to writing include references to typewriting, printing,

lithography, photography, electronic communications and any other modes of
representing or reproducing words in a legible and non-transitory form;

j) references to a power are to a power of any kind, whether

administrative, discretionary or otherwise; and

k) the obligations set forth in this Agreement or in the Organisational

Documents are or shall be in addition to and not in lieu of any other
obligations undertaken by the Partners.

2. Formation

2.1 Name of the LLP

The Limited Liability Partnership shall be carried on in the Registered Name,

“___TECHNOLOGIES LLP” or such other name as shall be agreed to by the
majority of the Partners from time to time.

2.2 Registered Office

The LLP shall have its registered office at Flat no. ___, ____________________, Pune
411041 or at such other place, as shall be agreed by the majority of the partners from
time to time.

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 The business of the partnership shall be carried out at the registered office as well as
such other place or places, as shall be agreed by the majority of the partners from time
to time.
2.3 Commencement

The LLP has commenced on the date of incorporation of the LLP i.e. __th
_____2018.

2.4 Name and Residential Address of the Partners

Name and residential address of the Partners of the LLP are set out in Appendix-A.

2.5 Initial Contribution

The initial contribution of the LLP shall be Rs. 1,00,000/- (Rupees One Lakh Only)
which shall be contributed by the Partners in the proportion as per Appendix–B.

2.6 Common Seal

The LLP may opt to have a common seal to be affixed on documents as defined by
Partners under the signature of any of the Designated Partners. Where the LLP does
not opt for a Common Seal, the relaxant Documents shall be authenticated by any of
the Designated Partners or as the partners may decide in this regard from time to time.

2.7 Profit and Loss sharing Ratio

a) All the Partners are entitled to share profits and losses in ratios set out in
Appendix-C.

b) The profit sharing ratio of the Partners may be altered subject to approval of all the
Partners and by execution of Supplemental LLP Agreement to this effect and
necessary compliance with all the requirements under the Act and the Rules.

3. Business Activities

The business of the LLP shall be to carry on the business of Software designing,
development, customization, implementation, maintenance, testing and benchmarking,
designing, developing and dealing in computer software and solutions, and to import,
export, sell, purchase, distribute, host (in data centres or over the web) or otherwise
deal in own and third party computer software packages, programs and solutions, and
to provide internet / web based applications, services and solutions, etc.

The LLP shall have powers to change any of the objects carried on by it or the nature
of business carried on by it or engage in providing any other services as the Partners
may approve from time to time.

4. Capital Contribution

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 a) The Contribution of a Partner may be tangible, intangible, movable or
immovable property.

b) Subject to approval of all the partners, the LLP may call for bringing in additional
amount of contribution from the partners in such proportion as may be mutually
decided by all the Partners from time to time, for meeting operational needs,
working capital requirements and any other requirements.

c) Such increase in contribution shall be effected by execution of Supplemental

LLP Agreement to this effect with the approval of all partners and necessary
compliance with all the requirements under the Act and the Rules.

d) The contribution brought in by each of the partner may be withdrawn, partly or

fully, with the consent of all the partners. Such withdrawal of contribution shall
be effected by executing of a Supplemental LLP Agreement with the consent of
all the partners.

5. Partners’ Current Accounts

The LLP shall maintain Partners’ Current Accounts.

Wherein the following amounts shall be credited to the respective Partners’ Current
Accounts;
a) Amounts brought in by partners other than the Capital Contribution,
b) Partners’ Remuneration,
c) Share in Profits,
d) Interest payable by LLP to Partners,
and the following amounts shall be debited to the respective Partners’ Current
Accounts;
a) Withdrawals by the Partners,
b) Interest payable to LLP by Partners,
c) Share in Loss ( if any).

6. Remuneration and Interest

6.1 Remuneration to Partners

It is agreed to that in consideration of working partners devoting their time and attention
to the business of LLP, they shall be entitled to draw remuneration as mutually
determined by the Partners.

6.2 Interest on Capital Account

Simple interest at the rate of 12 % per annum on product basis or at such other rate as
may be amended under section 40 (b) of the Income Tax Act, 1961 or any other
enactment as may be effective from time to time will be payable by LLP on the amount
standing to the credit of Capital Account, Current and or Loan Account of the partners.

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 Interest at the same rate shall be payable by the partners on the debit balances in their
current and or loan accounts, if any.

Partners shall have powers to modify the rate of Interest, method of computation, as
well as shall decide whether to give or not, any interest on the credit balance or to be
charged on the debit balance by approval of all the Partners.

7. Partners

7.1 Admission

a) No Person or Body Corporate may be introduced as a new Partner without the

consent of all the existing Partners and such incoming Partner shall give his prior
consent to act as Partner of the LLP.

b) Consequent to admission of a new partner, the Supplemental LLP Agreement shall

be executed with the consent of all the partners.

7.2 Cessation of Partner

a) Any Partner may cease to be Partner of the LLP by giving a notice in writing of
not less than thirty (30) days to the other Partners, at their address as it appears on
the records of the LLP, of his intention to resign/ retire as Partner.

b) The date of expiry of the notice period referred to in preceding clause or an earlier
date, at the discretion of continuing Partners, shall be the date of cessation of the
resigning/ retiring Partner.

c) Upon the death of any of the Partners herein, the heirs, executors and administrators
of such deceased Partners shall be entitled to the amount payable to or shall be
liable for the amount receivable from such deceased partner, as the case may be, in
accordance with the preceding Clause.

d) In case of cessation due to death, the date of death shall be the date of cessation of
the deceased partner.

7.3 Removal for Just Cause

a) A Partner may be expelled by the majority of Partners for Just Cause, by giving a
notice of thirty (30) days after giving an opportunity to such partner, to be heard.

b) Where a Partner is removed for Just Cause, any amount owed by the Partner to the
LLP shall immediately become due and payable and any amount payable by the
LLP to the departing Partner may (in whole or in part) be retained for the benefit
of the LLP as compensation for any damage or loss sustained by the LLP arising
from the act or behaviour of such partner which gave rise to the Just Cause.

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 c) The amount of such damage or loss shall be determined by the other/ majority
partner(s).

7.4 Rights of Partners

a) Each of the parties hereto shall be entitled to carry on their own, separate and
independent business as hitherto they might be doing or they may hereafter do as
they deem fit and proper and other Partners and the LLP shall have no objection
thereto provided that the said Partner has intimated the said fact to the LLP before
the start of the independent business or at the time of becoming a partner of the
LLP as the case may be and moreover he shall not use the name of the LLP or any
abbreviation thereof to set up and carry on any business without the approval of all
the Partners in writing.

b) To pay the costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the LLP and pay for the
expenses of the LLP in the ordinary courses of business and to receive
reimbursements thereof.

c) All the Partners hereto shall have the rights, title and interest in the assets and
properties net of liabilities of the LLP in the proportion of their Profit Sharing
Ratio.

d) Every Partner has a right to have access to and to inspect any books of account,
documents and any other record of the LLP.

7.5 Duties of Partners

a) Every Partner shall account to the LLP for any benefit derived by him without the
consent of the LLP from any transaction concerning the LLP, or from any use by
him of the property, name or any business connection of the LLP.

b) Every Partner shall indemnify the LLP and the other existing Partners for any loss
caused to it by his fraud in the conduct of the business of the LLP.

c) Each Partner shall be faithful to the other Partners and shall at all times, give and
render to the other Partners or his legal representatives true and correct account and
information of the LLP business and affairs and of all transactions, matters and
things relating thereto.

d) Each Partner shall punctually and forthwith account for and pay in the LLP all
moneys, cheques and other negotiable instruments whatsoever received by him for
and on behalf of the LLP and shall punctually and forthwith credit or get credited
the same in the books of accounts of the LLP.

e) Each of the Partners shall give time and attention as may be required for the
fulfilment of the objectives of the LLP business.

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 f) Every partner or his legal representative upon cessation or cessation of the partner
to whom he is the legal representative shall pay the amount due to the LLP, if any,
within 30 (thirty) days of the cessation without interest and with interest at the rate
of 12 % per annum thereafter.

g) No partner shall do any act detrimental to the interests of the LLP.

7.6 Restrictions on Partners

No Partner shall without the consent of all Partners of the LLP:

a) Employ any money, goods or effects of the LLP or pledge the credit thereof except
in the ordinary course of business and upon the account and for the benefit of the
LLP.

b) Lend money or give credit on behalf of the LLP or to have any dealings with any
Persons, Company or Firm whom the other Partner(s) previously in writing have
forbidden it to trust or deal with. Loss incurred due to breach of this clause shall be
made good with the LLP by the Partner causing the same.

c) Enter into any bond or become sureties or provide security for the benefit of any
person or entity or do knowingly cause or suffer to be done anything whereby the
LLP property or any part thereof may be seized.

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

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

any debt due to the LLP.

7.7 Transfer of Partner’s interest in the LLP

a) Partner’s interest in the LLP is transferable either wholly or in part with the
approval of all the partners.

b) The transfer by any partner of his interest in the LLP does not by itself cause the
disassociation of the partner or a dissolution and winding up of the LLP.

c) The transfer of any interest in the LLP does not, by itself, entitle the transferee or
assignee to participate in the management or conduct of the activities of the LLP,
or access information concerning the transactions of the LLP.

d) Any transfer, or attempted transfer, by a Partner of his interest or rights against the
terms and provisions of this Agreement shall constitute Just Cause for the relevant
Partner.

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 e) Any attachment or other order or decree entered by a court of competent
jurisdiction against a Partner by which his interest is sought to be attached or
encumbered by a judgment or other creditor and which attachment, order or decree
is not vacated or otherwise nullified within thirty (30) days or such further time as
may be agreed by all the partners in writing, or as may be applicable under the law
pursuant to which such decree or order is passed by the court of competent
jurisdiction or such additional period of time as may be granted by all the partners
in writing, each such event shall constitute resignation from the LLP by such
Partner and his interest in the LLP in such a case shall be retired or acquired and
payments on account thereof shall be made in the manner provided herein.

8. Liability of the LLP

a) Each obligation of the LLP, whether arising out of contract/s or otherwise, shall be
solely the obligation of the LLP. All liabilities of the LLP shall be met out of the
property of the LLP.

b) The LLP shall not be bound by anything done by a Partner in dealing with any
person, if the Partner has no authority to act for the LLP, in performing a particular
act and the person dealing with the Partner knows or ought reasonably to have
known that the Partner had no authority to act or does not know or believe him to
be a Partner of the LLP with adequate authority.

9. Liability of the Partners

A Partner shall not be personally liable for acts done by him for the LLP, in good faith
and within the scope of his power and authority. No Partner shall be personally liable
for the wrongful acts or omission of any other Partner of the LLP.

10. Meetings of Partners

10.1 Conveying of Meeting of Partners

Designated partners may summon a meeting of the partners of the LLP at any such time
and at any such intervals as may be deemed fit and proper.

10.2 Notice of Meeting

The meeting of the Partners may be called by giving 5 (five) days prior notice to all the
Partners at his or her address as it appears on the records of the LLP either by hand
delivery or by speed post/courier or by Email. Provided that the meeting may be called
at shorter notice, if necessary.

10.3 Place and Manner of holding Meetings

a) The meeting of Partners shall ordinarily be held at the registered office of the LLP
or at any other place as may be mutually decided by the Partners.

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 b) At any time, any of the partners of the LLP, being a body corporate, shall be
deemed to be present, if it is represented by any individual holding a valid letter of
authority/ power of attorney/ resolution allowing such individual to represent the
body corporate in the meetings of Partners of the LLP.

10.4 Quorum for Meetings

Three Partners present in person shall be a quorum for a Meeting of partners of the
LLP.

10.5 Chairman of the meeting

a) The majority of the partners may, at any time, elect any person amongst them as a
Chairman to chair all the meetings of the Partners of the LLP.

b) If no Chairman is appointed under the preceding clause or such Chairman has not
arrived at the venue of the meeting within fifteen minutes of the time appointed for
holding such meeting then the Partners present shall elect one of the present
Partners to be the Chairman to chair that particular meeting.

10.6 Voting at meetings of Partners

a) Every Partner shall be entitled to be present and to speak and vote at such meeting,
the voting rights of every Partner, shall be in proportion to their share in
contribution of the LLP.

b) The Chairman of any meeting shall be the sole judge of the validity of every vote
tendered at such meeting. The Chairman present at the taking of a poll shall be the
sole judge of the validity of every vote tendered at such poll.

10.7 Chairman’s Casting Vote

In the case of any equality of votes, the Chairman shall (if any) have a casting vote in
addition to the votes to which he may be entitled to as a Partner.

10.8 Passing of resolution by circulation

a) All or any of the decisions in connection to the LLP may be taken either at duly
held meetings of the Partners or by circulation.

b) The draft resolution shall be circulated together with necessary papers, if any, to
all the partners at their addresses as registered with the LLP by post, by hand
delivery, by courier or by any electronic means including email.

c) All resolutions passed by circulation shall be noted at the subsequent meeting of

the Partners.

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 d) The Designated Partners shall ensure that all decisions taken by them in meetings
are recorded in the minutes within thirty (30) days of taking such decisions and are
kept and maintained at the Registered Office of the LLP or such other place as may
be decided by majority of the partners.

11. Designated Partners

11.1 Appointment of Designated Partners

a) The Second Party and the Fourth Party shall be the Designated Partners of the
LLP from the date of its incorporation.

b) The majority of partners of the LLP may appoint, from time to time, any one or
more partner(s) as the Designated Partner(s) of the LLP, such that the minimum
number of Designated Partners at all times is maintained at two.

c) The LLP may from time to time, increase or reduce the number of Designated
Partners, with the approval of majority of Partners.

11.2 Cessation of Designated Partner

a) A Partner appointed as Designated Partner shall cease to be the Designated Partner

if he ceases, for any cause, to be a Partner.

b) Designated Partner may resign from the LLP by giving a notice of 30 days to the
LLP.

c) Any Designated Partner may be expelled by giving a notice of thirty (30) days,
assigning therein the reason for expulsion and after giving an opportunity to such
Designated Partner, to be heard.

d) The vacant position caused due to cessation of such Designated Partner may be
filled in with the approval of majority of the partners of the LLP.

11.3 Powers of Designated Partners

a) Except as otherwise expressly provided herein, day to day operations of the LLP
shall be vested exclusively in the designated partners, who shall have the power on
behalf and in the name of the LLP to carry out any and all of the purposes of the
LLP and to perform all acts and enter into and perform all contracts and other
undertakings that it may deem necessary or advisable or incidental thereto.

b) The Designated partners may delegate to one or more of the Partners jointly or
severally to make, alter, execute, sign, record, file any or all such documents
including applications and to do all such acts, deeds and things as may be required
to obtain various permissions, registrations, sanctions, approvals, certificates,
licences, grants or such other benefits from various authorities including Central
Government, State Government, Local Authorities and such other authorities.

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11.4 Responsibility of Designated Partners

The Designated Partner be severally and jointly responsible for compliance with the
LLP Act and Rules there under and other applicable laws that are not specifically
assigned or delegated to any Designated Partner, by resolution of the LLP or otherwise.

12. Accounts

a) Proper and regular accounts of the affairs and transactions of the LLP shall be
maintained and every transaction shall be duly and punctually entered in it by the
partners. The books of account shall be kept in such manner so as to give true and
fair view of the affairs of the LLP.

b) The books of accounts of the LLP shall be kept at the Registered Office of the LLP
or such other place as agreed by all the Partners.

13. Indemnity

The LLP shall indemnify and defend its Partners and other officers from and against
any and all liability in connection with claims, actions and proceedings (regardless of
the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising
out of or resulting from their respective performances or acts done in good faith as
Partners and officers of the LLP, except for the gross negligence or wilful misconduct
of the Partner or officer seeking indemnification.

14. Bank Account/s

Bank Account/s of the LLP shall be opened with one or more Bank(s) and shall be
operated by such person(s) in such manner as the Partners may mutually decide.

15. Borrowing Powers

a) The LLP may, from time to time at its discretion, borrow funds from its Partners
or banks or any financial institutions or any other individual/ body corporate, for
meeting its working capital requirements, and any other administrative and
strategic or long term requirements, with the approval of majority of Partners.

b) The LLP may provide as a security for repayment of all the amounts due, all or any
part of the property of the LLP (both present and future).

16. Auditors

a) The Designated Partners shall appoint a Chartered Accountant or a firm of

Chartered Accountants qualified to practice in India, in accordance with the

14
 requirements of applicable Law, to audit the books of accounts and certify the
financial statements of the LLP, on such terms and conditions including inter alia
the duration of appointment, remuneration payable, as they consider appropriate.

b) If the auditors are not appointed by the Designated Partners of the LLP, then the
Auditors can be appointed with the consent of majority of the Partners of the LLP.

c) The Partners may by a simple majority of votes remove the auditor(s) and appoint,
in his place, any other Chartered Accountant or a firm of Chartered Accountants to
hold the office of Auditors of the LLP.

17. Service of Notice

Any Notice or any communication required to be served under this agreement shall be
sent either by Hand Delivery or Speed Post or Courier or by Email at the address as
registered with the LLP.

18. Dispute Resolution

a) Any dispute arising out of or in connection with the conduct of the LLP
(including the validity, scope and enforceability of this arbitration provision) ("a
Dispute") which cannot be settled amicably, shall be submitted to a Mediator,
person appointed by consensus among the Partners, for mediation. The Mediator
may conduct such mediation in such manner and at such location as he may deem
appropriate. The Mediator shall seek to resolve the Dispute within 60 days of
such submission (or such longer period as the parties to the Dispute shall agree).
Any such mediation by the Mediator shall be confidential and without prejudice
to any subsequent reference to arbitration.

b) If the Mediator fails to negotiate a mutually acceptable settlement of the Dispute

within the specified time or such additional time as may be allowed by the
Partners, the Dispute shall be referred to arbitration under the Arbitration and
Conciliation Act, 1996.

19. Governing Laws and Jurisdiction

The agreement shall be governed by the Laws of India. The Courts at Pune shall have
jurisdiction over all matters arising out of or relating to this Agreement.

20. Duration

The LLP shall continue unless and until determined as hereinafter provided. The LLP
shall have perpetual succession, and the death, retirement or insolvency of any Partner
shall not dissolve the LLP.

21. Winding Up

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 The LLP can be wound up with the consent of all the Partners subject to the provisions
of Limited Liability Partnership Act, 2008 and the Limited Liability Partnership
(Winding up and Dissolution) Rules, 2012 or any re-enactment or modification thereof.

22. Miscellaneous Provisions

a) Each Partner or former Partner in whom any asset or right is vested on behalf of
the LLP, shall hold such asset or right in trust for the LLP as a custodian.

b) The provisions of the First Schedule of the Act shall not be applicable to the LLP
so far as they are inconsistent with any of the clauses of this agreement.

c) Notwithstanding anything said or provided herein, the Partners shall have full
discretion to modify, alter, or vary the terms and conditions of this LLP
Agreement, subject to the provisions of the Limited Liability Partnership Act,
2008, in any manner whatsoever as they may deem fit by mutual agreement
which shall be reduced to writing and be signed by all the Partners and thereupon
the said writing shall become part of this LLP Agreement.

23. Entirety of Agreement

This agreement and appendices hereto constitute the entire agreement between the
partners with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, and understandings of the parties.

24. Waiver

No consent or waiver, express or implied, by a partner to or of any breach or default by

another partner in the performance by such other partner of his obligations under this
agreement shall constitute a consent to or waiver of any similar breach or default by
any other partner. Failure by a partner to complain of any act or omission to act by
another partner, or to declare such other partner in default, irrespective of how long
such failure continues, shall not constitute a waiver by such partner of his rights under
this agreement.

25. Severability

Any clause of this Agreement or any part thereof shall be severable from this
Agreement or from the particular clause and the invalidity or unenforceability of any
clause or part thereof shall not affect the validity of the valid portion of that clause or
any other clause of this Agreement.

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IN WITNESS WHEREOF the parties hereunto have put their respective hands the day and
year first hereinabove written.

Executed, Signed and delivered by the

within named:

1 Mr. ________________________

2 Mr. ________________________

3 Mr. ________________________

4 Mr. ________________________

In the presence of :

1.

2.

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 APPENDIX – A ( Name & Residential Address of the Partners)
[Refer Clause 2.5]

Sr. Name of the Partners Residential Address

No.

1 Mr. ______________________ Flat no. ___,

__________________________,
Pune-411041

2 Mr. ______________________ Flat no. ___,

__________________________,
Pune-411041

3 Mr. ______________________ Flat no. ___,

__________________________,
Pune-411041
4 Mr. ______________________ Flat no. ___,
__________________________,
Pune-411041

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 APPENDIX – B (Capital Contribution of the Partners)
[Refer Clause 2.6]

Sr. Name of the Partners Capital Contribution

No. (Rs.)

1 Mr. ______________________ 30,000/-

2 Mr. ______________________ 25,000/-

3 Mr. ______________________ 20,000/-

4 Mr. ______________________ 25,000/-

Total 1,00,000/-

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 APPENDIX – C (Profit and Loss Sharing Ratio)
[Refer Clause 2.8]

Sr. Name of the Partners Ratio

No. (%)

1 Mr. ______________________ 30%

2 Mr. ______________________ 25%

3 Mr. ______________________ 20%

4 Mr. ______________________ 25%

Total 100%

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