PARTNERSHIP AGREEMENT

The following agreement is intended to record and govern the relationship of the parties

in a partnership.

1. Parties

The Parties to this agreement are:

1.1. Name: GOUGH DONNA- LEE

ID number: 910725 6528 08 2

1.2. Name: LOWANE BALISA TINTSWALO

ID number: 881201 6589 08 4

1.3. Name: MKHANAZI THALENTE WISEMAN

ID number: 930514 5602 08 1

1.4. Name: NCUBE ZANELE MICHELLE

ID number: 981130 5493 08 2

1.5. RADEBE NKOSINATHI BRIAN

ID number: 041120 5604 08 4

1.6. SIKHONDE NOMATHANDAZO JABULILE

ID number: 091225 5803 08 1

2. Practice
 2.1. The above parties have been constituted as a partnership and will carry on a

legal practice (hereinafter “the practice”) at 235 Kant Avenue, Randburg,

Gauteng.

2.2. The name of the practice will be JUSTICE ATTORNEYS.

3. Commencement and duration

The partnership will commence on the 20th day of May 2022 (hereinafter “the

commencement date”) and continue for an indefinite period until terminated as provided

for in this agreement.

4. Contributions

4.1. Each of the partners to this agreement, must contribute to the partnership:

4.2. The sum of (R100000,00) seventy thousand rand.

4.3. Instruments, equipment, programs and text books which were his or her

private property prior to the commencement date of this agreement.

4.4. The agreed values of the parties’ respective contributions and interests in the

partnership are as follows:

Partners: Contribution: Percentage Interest

 Cough Donna-Lee : R100000,00 : 16.7%

 Lowane Balisa Tintswalo : R100000,00 : 16.7%

 Ncune Nkosinathi Brian : R100000,00 : 16.7%

 Sikhonde Nomathandazo Jabulile : R100000,00 : 16.7%

5. Sharing of Profits and Losses

The partners must share all the profits of the partnership, and bear all its losses in

accordance with their interests as per par 4.4.

6. Capital Account

6.1. Each partner must have a capital account in the books of the partnership

which must record the value of all his/her contributions to and withdrawals

made from the capital of the partnership.

6.2. The amount of standing to the credit of a partner’s capital account from time

to time must not bear interest unless otherwise agreed to by the partners.

6.3. A partner will not be entitled to withdraw any amount against his capital

account without the prior written consent of all the partners.

7. Current Account

Each partner must have a current account in the books of the partnership to which the

following must be credited or debited, as the case may be:

7.1. the partner’s share in the profits or losses of the partnership;

7.2. any amounts the partner has disbursed personally on behalf of the

partnership in the course of the business of the partnership; and

8. Financial Records

8.1. The partners must keep proper books of account and records of the

transactions of the partnership. A partner may inspect the books and records

at any time.

8.2. At the end of each financial year, the following financial statements must be

prepared:

8.2.1. A profit and loss account, reflecting the net profit or loss of the partnership at

the end of the financial year; and

8.2.2. A balance sheet fairly reflecting the affairs of the partnership as at the end of

the financial year.

8.3. The financial statements referred to in par 8.2 must be prepared by

independent auditors (hereinafter “the auditors”) in accordance with

accounting practices generally accepted at the time, and will be final and

binding on the parties once signed.

8.4. The financial year of the partnership will coincide with its tax year.

9. Bank Account and Income/Expenses

9.1. The partners agree to open a trust account in the name of the partnership at

First National Bank Ltd.

9.2. All monies received by the partnership must immediately be paid into the

bank account.
9.3. All fees paid, and presents given to a partner for professional services

rendered, will constitute income of the partnership (fees and presents other

than for professional services are excluded from partnership income).

9.4. All expenses, debts and losses of any nature incurred in the conduct of

business of the partnership, must be paid out of the funds of the partnership.

Any deficiencies must be met by contributions by the partners in accordance

with their interests.

9.5. All payments on behalf of the partnership, excluding petty cash transactions,

must be made by way of Electronic Funds Transfer or cheque drawn on the

bank account.

9.6. Any cheque drawn on the account must be signed by at least two partners.

10. Drawing of Profits

10.1. The Parties to this agreement are entitled to draw their respective shares of

the net profit, as per the income statement prepared, as soon as they have

signed the said statement as well as the balance sheet prepared with it.

10.2. In anticipation of the profit to be drawn, the parties are entitled to draw on the

last day of each month, such amount as they may agree upon from time to

time, in so far as the necessary funds are available.

10.3. If during the financial year, a party draws more than his share of the profit for

that year, he must refund the excess to the partnership immediately after the

financial statements for the financial year have been signed by all the

partners.
10.4. The excess amount will bear interest at prime rate (publicly quoted overdraft

rate at which the partnership’s bankers lend on overdraft), which will accrue

on the balance outstanding from time to time.

11. Management and Obligations

11.1. Each partner will have a say in the conduct of the practice and in all matters

affecting it, in accordance with his/her interest in the partnership.

11.2. All decisions affecting the practice must be taken jointly according to a

majority vote.

11.3. Each partner must:

11.3.1. devote his/her full time and attention to the partnership practice;

11.3.2. display the highest degree of good faith towards his/her partners and

avoid a conflict between his/her own interests and those of the partnership;

11.3.3. forthwith deposit to the credit of the banking account of the partnership

any cash or instruments received for the partnership;

11.3.4. make a full disclosure to his/her partners of all information pertaining to

the affairs of the partnership;

11.3.5. carry out his duties in accordance with the ethical standards of the Legal

Practice Council; and

11.3.6. Refrain from doing anything which might reasonably lead to a judicial

attachment of the partnership’s assets or his/her interest in the partnership.

11.4. A partner may not, without prior consent of the other partners to this

agreement:
 11.4.1. engage or be concerned in any undertaking or activity which may interfere

with the partnership practice;

11.4.2. accept any appointment of office;

11.4.3. bind himself/herself as surety; and

11.4.4. Disclose to any person details of this agreement.

12. Limitations on Authority

It is prohibited for any partner to this agreement to commit any of the following acts,

unless written consent is obtained from the other partners:

12.1. dispose of the assets of the partnership;

12.2. purchase immovable property;

12.3. lend money or extend credit to any person;

12.4. mortgage, pledge or otherwise hypothecate property of the partnership;

12.5. compromise any debt owing to the partnership;

12.6. incur a liability in an amount exceeding R1000 (One Thousand Rand); and

12.7. Generally make any contract or engage in any enterprise falling outside the

ambit of the partnership.

13. Leave

13.1. Each partner may take leave as determined by the partners from time to

time.

During the leave period, the partner will continue to receive his/her share of the profits.
 13.2. Leave may not be accumulated without the consent of the other partners,

which in turn may not unreasonably withhold consent.

14. Incapacity

14.1. If a partner for whatever reason becomes incapacitated and unable to carry

out his/her duties as a result of illness or injury, the other partners may

employ, at the cost of the partnership, a locum tenens to carry out the duties

of the incapacitated party.

14.2. Should the incapacity continue for more than 3 months, the salary of the

locum tenens must be debited to the incapacitated partner.

14.3. The amount debited to the incapacitated partner, may not, without his/her

consent, exceed one third of his/her monthly drawings at the time of

incapacity.

15. Professional Liability and Malpractice Insurance

The partners must, at the cost of the partnership, take out insurance against loss arising

from negligence, malpractice or unprofessional conduct by any partner. The amount of

the insurance will be determined by the partners from time to time.

16.1. Each partner must take out and pay premiums for insurance on the life of

each of the other partners mentioned in this agreement, for the purpose of

providing the former with funds to buy the shares of a deceased partner.

16.2. The amount of the insurance cover will be determined by the partners from

time to time.

17. Termination of Agreement

17.1. Retirement

17.1.1. Should a partner wish to terminate the partnership by retiring, the retiring

partner must provide 6 months written notice of his/her intention, to the other

partners.

17.1.2. A Partner must automatically retire from the partnership at the end of the

financial year in which he/she attains the age of 65 (sixty-five) years.

17.2. Misconduct or Breach-

17.2.1. A partner may terminate the partnership by providing written notice to the

other partners in the event of breach of a material terms of this agreement by

any of the partners, misconduct of one of the other partners which offends

against the duty of good faith required or a conviction of one of the other

partners for theft, fraud, forgery or uttering.

17.3.1. The partnership will automatically terminate upon the death of a partner to

this agreement or by the sequestration of his/her estate

18. Purchase of Deceased Partner’s Share

18.1. Should the partnership terminate due to the death of a partner to this

agreement, the surviving partners must buy the deceased partner’s share in

the partnership.

18.2. The purchase price of the deceased partner’s share will be the greater of the

following amounts:

18.2.1. the total amount of the proceeds received by the surviving partners, in

terms of the life insurance policies held;

18.2.2. the total of the capital account of the deceased partner, at the date of

termination of the partnership;

18.3. the surviving partners must within 7 days of receiving the proceeds of the

policies, pay the proceeds to the deceased partner’s estate; or

18.4. If the proceeds of the policies are insufficient to pay the purchase price, the

surviving partners must pay the balance in 3 (three) equal annual instalments

on each succeeding anniversary of the death of the deceased partner.

19. Purchase of Retiring/ Insolvent/ Expelled Partner’s Share

19.1. Should the partnership be terminated due to retirement or insolvency of a

partner, the remaining partners must buy the retiring or insolvent partner’s

share.
19.1.1. The purchase price of retiring/insolvent partner’s share will be the sum

total of the capital account of the said partner at the date of termination of the

partnership and the goodwill of the partnership as determined by the auditors.

19.1.2. The remaining partners must pay the purchase price in 3 equal annual

instalments on each succeeding anniversary of the date of termination of the

partnership.

19.2. Should the partnership be terminated due to breach or misconduct of a

partner, the remaining partners must buy the expelled partner’s share.

19.2.1. The purchase price will be the amount of the expelled partner’s capital

account as at the date of termination of the partnership and no goodwill will

be payable.

19.2.2. The remaining partners must pay the purchase price in 5 equal annual

instalments on each succeeding anniversary of the date of termination of the

partnership.

20. Arbitration

20.1. Should any dispute arise from this agreement, such dispute must be

submitted for and decided by means of arbitration.

20.2. The arbitrator to be appointed, must be a person agreed to by the partners,

failing which a practicing advocate who has been in active practice for at least

(ten) years, appointed by the Secretary of the Chairman of the Bar of which

Advocates in the area are normally members.

procedures the arbitrator considers appropriate. The arbitrator may conduct

the arbitration in an informal manner and without requiring pleadings or

discovery of documents and without observing the rules of evidence.

20.4. Subject to the other provisions of this clause each arbitration must be held in

accordance with the Arbitration Act of 1965 as amended.

20.5. The decision of the arbitrator will be final and binding upon all the partners to

this agreement and will be carried into effect by them and made an order of

any competent Court.

20.6. For all the purposes of this agreement or with regard to any matter arising

here out or in connection herewith, the parties hereby choose the following

addresses as their respective domicilia citandi et executandi :

Cough Donna-Lee

45 Savanna Street, Greenside, Gauteng

Lowane Balisa Tintwalo

889 Groove Avenue, Four-ways, Gauteng

Mkhanazi Thalente Wiseman

775 Second Street, Waterfall, Gauteng

Ncube Zanele Michelle

145 Omega Road, Bassonia, Gauteng

154 Madikizela Street, Vosloorus, Gauteng

Sikhonde Nomathandazo Jabulile

2 Main Street, Alberton, Gauteng

20.7. Any partner is entitled to notice in writing to the other parties to change its

Domicilium as set out above.

20.8. Any notice to be given to a partner in terms of this agreement must be sent to

such partner's address as set out above, or duly altered from time to time,

and must be delivered by registered post, and be deemed to have been

delivered and received on the 5th business day after posting, including the day

of posting.

20.9. A written notice actually received by a partner will be regarded as adequate

written notice, notwithstanding that it was not sent to or delivered at its

chosen domicilium citandi et executandi.

21. No Variation

No variation of the terms and conditions or cancellation of this agreement will be valid

unless reduced in writing and signed by all the partners.

22. No Indulgence

No indulgence, extension of time, relaxation or latitude which any partner (hereinafter

"the grantor") may grant to any of the other partners (hereinafter "the grantee") shall
constitute a waiver by the grantor of any of his/her rights and the grantor will not thereby

be prejudiced or stopped from exercising any of his/her rights against the grantee

THUS DONE AND SIGNED BY THE RESPECTIVE PARTNERS TO THE

AGREEMENT

AS FOLLOWS:

Name: COUGH DONNA-LEE

Place:

Date:

____________________________(Signature)

Name: LOWANE BALISA TINTSWALO

Place:

Date:

____________________________(Signature)

Name: MKHANAZI THALENTE WISEMAN

Place:

Date:

____________________________(Signature)
Name: NCUBE ZANELE MICHELLE

Place:

Date:

___________________ (Signature)

Name: RADEBE NKOSINATHI BRIAN

Place:

Date:

______________ (Signature)

Name: SIKHONDE NOMATHANDAZO JABULILE

Place:

Date: _____________ (Signature)