PARTNERSHIP AGREEMENT. This Partnership Agreement (the Agreement ) is made at [PROPOSED ADDRESS OF FIRM] and effective this [DATE]:

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1 PARTNERSHIP AGREEMENT This Partnership Agreement (the Agreement ) is made at [PROPOSED ADDRESS OF FIRM] and effective this [DATE]: Between: Mr. ( Partner ) S/o Mr., residing at [PERMANENT ADDRESS] which expression shall unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns of the First Party; And: Mr. ( Partner ) S/o Mr., residing at [PERMANENT ADDRESS] which expression shall unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns of the Second Party. WHEREAS the First Party and Second Party are hereinafter collectively referred to as Parties or Partners or individually as Party or Partner. The term Partner shall also include Partners, wherever relevant. WHEREAS the First and Second Party are interested in forming a partnership firm under the Partnership Act, 1932 (the Partnership Act ) and that they intend to write down the terms and conditions of the said formation. WHEREAS it is hereby agreed by and between the Parties hereto as follows: 1. The business of the firm shall be carried on in the name and style of M/s [PROPOSED NAME OF FIRM]. 2. [NAME OF FIRM] shall have its registered office at [ADDRESS] and/or at such other place or places, as shall be agreed to by the Partners from time to time.

2 3. The Partnership shall commence on the date of registration of the partnership firm, and shall continue to operate thereafter subject to the provisions of the Partnership Act, or until termination of this Agreement by consent of all the Partners for the time being of the partnership firm. 4. The contribution towards capital of the firm shall be the investment made by both the Partners in equal proportion. 5. Both the Partners of the firm are entitled to share profit/losses in equal proportion. 6. The business of [NAME OF FIRM] is providing [PLEASE MENTION MAIN OPERATIONS TO BE CARRIED OUT]. 7. Besides the above contribution, [NAME OF FIRM]may borrow from its Partners any sum of money, on such terms as mutually decided by the Partners. ADMISSION OF NEW PARTNER 8. No person may be introduced as a new partner without the consent of all the exiting partners. Such incoming partner shall give his prior consent to act as partner of [NAME OF FIRM]. 9. The contribution of the partners may be tangible, intangible, moveable or immoveable property. RIGHTS OF PARTNERS 10. All the Partners hereto shall have the rights, title and interest in all the assets and properties in the said partnership firm in equal proportion. 11. Every Partner has a right to have access to and to inspect and copy any books of [NAME OF FIRM]. 12. 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 [NAME OF FIRM]shall have no objection

3 thereto provided that the said partner has intimated the said fact to [NAME OF FIRM] before the start of the independent business and moreover he shall not use the name of [NAME OF FIRM]to carry on the said business. 13. [NAME OF FIRM]shall have perpetual succession. Death, retirement or insolvency of any partner shall not dissolve the partnership firm. 14. On retirement of a Partner, the retiring Partner shall be entitled to full payment in respect of all his rights, title and interest in the Partner as herein provided. Upon the death of any of the Partners herein any one of his or her heirs will be admitted as a partner of [NAME OF FIRM]in place of such deceased Partner. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner. 15. On the death of any Partner, if his or her heir opts not to become the Partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in [NAME OF FIRM]. DUTIES OF PARTNERS 16. Each Partner shall be just and faithful to the other partners in all transactions relating to [NAME OF FIRM]. 17. Every Partner shall account to the partnership firm from any transaction concerning the firm, or from any use by him the property, name or any business connection of the partnership. 18. Each Partner shall indemnify the partnership firm and the other existing partner for any loss or damage caused to it or them by his misconduct, fraud, or any unauthorized act in the conduct of the business of the partnership firm. 19. Each partner shall render true accounts and full information of all things affecting the partnership firm to any partner or his legal representatives. 20. In case any of the Partners of [NAME OF FIRM]desires to transfer or assign his interest or shares in the firm he has to offer the same to the remaining partners by giving 60

4 (sixty) days notice through registered post. In the absence of any communication by the remaining partners within 60 (sixty) days from the date of receipt of the notice, the concerned Partner can transfer or assign his share to any other person. MEETINGS 21. All the matters related to [NAME OF FIRM]as mentioned in schedule II to this Agreement shall be decided by a resolution passed by all the Partners unanimously. 22. The meeting of Partners shall ordinarily be held at the registered office of [NAME OF FIRM] or at any other place as per the convenience of Partners. 23. With the consent of all the Partners, a meeting of the Partners may be conducted through teleconferencing. 24. [NAME OF FIRM]shall ensure that decisions taken by it are recorded in the minutes within thirty days of taking such decisions and are kept and maintained at the registered office of the firm. DUTIES OF PARTNER 25. First Party and Second Party shall act as the Partner of [NAME OF FIRM]in terms of the requirement of the Partnership Act and this Agreement. 26. The Partners shall be responsible for the doing of all acts, matters and things as are required to be done by [NAME OF FIRM]in respect of compliance of the provisions of the Partnership Act including filing of any document, return, statement and the like report pursuant to the provisions of the Partnership Act. 27. [NAME OF FIRM]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 as partners and officers of Teflen

5 Training Institute, except for the gross negligence or will full misconduct of the partner or officer seeking indemnification. CESSATION OF EXISTING PARTNERS 28. Partner may cease to be partner of [NAME OF FIRM]by giving a notice in writing of not less than 30 (thirty) days to the firm of his intention to resign as partner. 29. No majority of partners can expel any partner except in the situation where any partner has been found guilty of carrying of activity/business of [NAME OF FIRM]with fraudulent purpose for which show cause notice of 15 (fifteen) days shall be given to such partner. Without satisfactory reply having been received by the firm from defaulting partner under this clause, rest of the partners can expel the defaulting partner in the interest of the firm. 30. [NAME OF FIRM]can be wounded up with the consent of all the partners subject to the provisions of Partnership Act. EXTENT OF LIABILITY OF ACE FORMULATIONS PARTNERSHIP FIRM 31. [NAME OF FIRM]is not bound by anything done by a partner in dealing with a person if: (i) (ii) the partner in fact has no authority to act for [NAME OF FIRM]in doing particular act; and the person knows that he has no authority or does not know or believe him to be a partner of [NAME OF FIRM]. MANAGEMENT OF THE FIRM 32. The operations of [NAME OF FIRM]shall be managed by the partners.

6 33. Any matter or issues relating to the firm shall be decided by a majority in number of the Partners which shall in every case include the Partners being the original Parties hereto so long as they continue as the Partners of the firm. 34. Banking arrangements for the firm shall be unanimously decided by the Partners at any time and from time to time, ensuring that all moneys received subject to requirements of current expenses, by of cheques, drafts or orders shall be promptly paid into the [NAME OF FIRM] s Banking Account. 35. Each Partner shall render true accounts and full information of all things affecting the firm to the Partner(s) and on request to any partner or his legal representative. TERMINATION & DISSOLUTION 36. The winding up of a partnership may be either voluntary or by the tribunal and limited liability partnership, so wound up may be dissolved. MISCELLANEOUS PROVISIONS 37. The partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him: (i) (ii) in the ordinary and proper conduct of the business of the partnership; or in or about anything necessarily done for the preservation of the business or property of the partnership. 38. All disputes between the partners or between the Partner and [NAME OF FIRM]arising out of this Partnership Deed which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, IN WITNESS WHEREOF, each party to this Partnership Agreement has caused it to be executed at New Delhi, India on the date indicated above.

7 For and on behalf of M/s [NAME OF FIRM], Mr. Mr. S/o Mr. (Partner) S/o Mr (Partner) Witness 1 Witness 1