SOCRATICA GREEK RESTAURANT | PARTNERSHIP AGREEMENT 1

PARTNERSHIP AGREEMENT

THIS AGREEMENT IS MADE ON 28 MARCH 2019 (the “Agreement”)

BETWEEN

(1) NEELESH VASNANI, FIN: G1882518Q ;

(2) JAMES PLATO, FIN: G1234567A ;
(3) TOM KANT, FIN: G1234567B ; and
(4) ZHANG BO LUN, FIN: G1234567C .

(Collectively known as the “Partners” and individually, the “Partner”.)

3 original copies of this Agreement have been executed.

WHEREAS

(a) The Partners agree to form a partnership in Singapore (the “Partnership”) to develop or continue
developing SOCRATICA GREEK RESTAURANT, located at 999 Anson Road #01-111,
Singapore 123456.
(b) The Partners have agreed to enter into this Agreement to give effect to their intentions, to regulate
their relations inter se, and to regulate the conduct of the business and affairs of the Partnership.

IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

1.1. In this Agreement, the following words shall have the corresponding meanings:
“Agreement” refers to this agreement and no other verbal or written communications
“Partnership Act” refers to the Partnership Act (Cap 391) of Singapore

2. BUSINESS OF THE PARTNERSHIP

2.1. Unless and until all Partners agree otherwise, the business of the Partnership is restricted to:

2.1.1. Socratica Greek Restaurant - a single branch fine-dining restaurant serving exclusively
Greek cuisine and offering both ala carte and buffet menu options.

2.2. Each Partner shall apply all of his experience, training and ability in discharging his assigned
functions in the Partnership and in the performance of all work that may be necessary or
advantageous to further the business interests of the Partnership.

3. MANAGEMENT RIGHTS AND CONTROL

3.1. The Partners shall appoint NEELESH VASNANI as the Managing Partner of the Partnership.
3.2. TOM KANT’s involvement in the partnership is limited to providing capital to the business and
is not required to share operational work. He shall act as a silent partner in the business.
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3.3. The Managing Partner shall have exclusive control over the following Administrative Matters
concerning day-to-day administration:

3.3.1. Managing the staff’s recruitment, attendance, training, shift scheduling, and payroll;
3.3.2. Compliance with food safety standards;
3.3.3. Purchasing and maintenance of software;
3.3.4. Overseeing operational matters including procurement of supplies and ingredients; and
inventory management, capturing customer satisfaction, and housekeeping.

3.4. Every Partner may take part in the decision of the following Ordinary Matters:

3.4.1. Menu and pricing of food selections served in the restaurant;

3.4.2. Branding and marketing initiatives;
3.4.3. Accounting and financial matters;
3.4.4. Hiring of supervisors, chefs, and waiters;
3.4.5. Restaurant layout, furniture, and overall ambiance and interior design; and
3.4.6. Facility or technological upgrades.

3.5. In any decision relating to an Ordinary Matter, any differences shall be decided by a majority of
Partners, but in the event of a tie the Managing Partner shall be entitled to a decisive vote.

3.6. Every Partner may take part in the decision of the following Extraordinary Matters:

3.6.1. Changes in the nature of the Partnership’s business;

3.6.2. Admission of new partners;
3.6.3. Expulsion of existing partners;
3.6.4. Addition of capital
3.6.5. Borrowing money on behalf of partnership
3.6.6. Selling goodwill;
3.6.7. Buying and selling of partnership property or assets; and
3.6.8. Expansion.

3.7. In any decision relating to an Extraordinary Matter, the unanimous consent of all the Partners is
required.

4. AUTHORITY OF PARTNERS GENERALLY

4.1. No Partner shall enter into any transaction whereby the Partnership’s property may be used as
security without the written consent of the other Partner(s).
4.2. Each Partner shall punctually pay his or her separate debts and indemnify the other Partners and
the capital and property of the Partnership against his separate debts and all expenses relating
thereto.
4.3. No Partner shall buy goods or services or otherwise enter into any contract exceeding the value of
S$2500 without the prior consent in writing of the Partners, and the Partnership shall not be liable
for any such goods, services or contracts acquired without the necessary consent, but the other
Partner(s) shall have the option to take the goods or services or accept the contract on account of
the Partnership.
4.4. No Partner shall hire or dismiss any person in the employment of the Partnership without the
consent of the other Partner(s), except in cases of gross misconduct by the employee.
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5. SALARY

5.1. The following Partners shall be entitled to the salary as stipulated below:

5.1.1. ZHANG BO LUN shall be entitled to a monthly salary of S$3500.

5.2. Sum of the salaries handed out to partners are deducted from the respective partner’s profit share
during distribution.

6. CAPITAL CONTRIBUTION

6.1. NEELESH VASNANI shall contribute S$40000 to the Partnership as capital contribution,
payable by cash.
6.2. JAMES PLATO shall contribute S$20000 to the Partnership as capital contribution, payable by
cash loan from DBS Bank, Singapore.
6.3. TOM KANT shall contribute S$20000 to the Partnership as capital contribution, payable by land
property.
6.4. ZHANG BO LUN shall contribute S$20000 to the Partnership as capital contribution, payable in
the form of kitchen equipment.

7. PROFIT AND LOSSES

7.1. The profits and losses of the Partnership shall be calculated at the end of every month.
7.2. Unless the Partners agree otherwise, 80% of the profits of the Partnership at the end of every
month shall be divided and distributed to the Partners by NEELESH VASNANI according to the
proportions listed as follows:

Name of Partner Percentage Share of Profits and Losses

NEELESH VASNANI 40%
JAMES PLATO 20%
TOM KANT 20%
ZHANG BO LUN 20%

7.3. All losses incurred shall be paid out of capital of the Partnership or the profits arising from the
Partnership business, or, if both shall be deficient, by the Partners on a pro rata basis, in
proportion to the percentage share of profits and losses stipulated in clause 7.2.
7.4. Where the losses of the Partnership calculated at the end of every month are occasioned by the
willful neglect or default, and not mere mistake or error, of any of the Partners, the losses so
incurred shall be made good by the Partner through whose neglect or default the losses shall
arise, within three (3) months.

8. INDEMNITY

8.1. The Partnership must indemnify every Partner in respect of payments made and personal
liabilities incurred by him:

8.1.1. In the ordinary and proper conduct of the business of the Partnership; or
8.1.2. In or about anything necessarily done for the preservation of the business or property of
the Partnership.
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9. ACCESS TO PARTNERSHIP’S RECORDS

9.1. The Partnership’s records are to be kept at the office room inside the restaurant located at 999
Anson Road #01-111, Singapore 123456, and every Partner may, when he thinks fit, have access
to and inspect and copy any of those records.
9.2. The Partnership’s records shall include but is not limited to the following materials:

9.2.1. Accounting records;

9.2.2. Minutes of Partnership meetings;
9.2.3. Contracts, permits, certificates, and legal records of business transacted; and
9.2.4. All receipts, invoices, and sales bills.

10. CONFIDENTIALITY

10.1. Unless the consent of all the Partners is obtained, each of the Partners undertakes that he shall
not divulge or make known to any other person or use for the benefit of himself or any other
person, persons or corporation any of the confidential information of the Partnership.
10.2. Confidential information generally refers to information not available to the public, and includes:

10.2.1. Client lists and details;

10.2.2. Trade secrets;
10.2.3. Business plans;
10.2.4. Financial information;
10.2.5. Employee lists and details;
10.2.6. Information known to the Partner to be confidential;
10.2.7. Information which may affect the competitive position of the Partnership; and
10.2.8. Any information the Partnership is obligated not to disclose.

10.3. Each of the Partners acknowledges and agrees, having had the opportunity to take legal advice
thereon, that this clause 10 is reasonable and necessary to protect the interests of the Partnership.

11. NO COMPETITION

11.1. Without the prior written consent of all the other Partner(s), each Partner undertakes that he shall
not, while he is a Partner, directly or indirectly, engage in any other businesses which is the same
as, similar to, or competes with the current or contemplated business of the Partnership, in any
capacity which includes positions such as an advisor, volunteer, employee, agent, partner,
director, principal, shareholder, or contractor.
11.2. Without the prior written consent of all the other Partner(s), each Partner undertakes that for a
period of two (2) years after he ceases being a Partner, he shall not:

11.2.1. Entice, induce or encourage a client of the Partnership to transfer or remove business from
the Partnership;
11.2.2. Solicit or accept business from a client of the Partnership for a business which is the same
as, similar to, or competes with the current or contemplated business of the Partnership;
11.2.3. Entice, induce or encourage an employee of the Partnership to terminate the employee’s
employment with the Partnership; and
11.2.4. Directly or indirectly interfere or seek to interfere with the continuance of goods or
services supplied to the Partnership.
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11.3. Without the prior written consent of all the other Partner(s), each Partner undertakes that he shall
not at any time use any name in such a way that causes confusion in the name or goodwill of the
Partnership, in relation to any trade, business, or corporation.
11.4. This clause 11 shall cease to bind the Partners after the Partnership is terminated.
11.5. Each Partner acknowledges and agrees, having had the opportunity to take legal advice thereon,
that this clause 11 is reasonable and necessary to protect the interests of the Partnership.

12. RESTRICTION ON TRANSFER OF INTEREST

12.1. No Partner shall transfer interest in the Partnership to any other party without the written consent
of the remaining Partner(s).

13. WITHDRAWAL OR DEATH OF PARTNER

13.1. In the event a Partner withdraws or retires from the Partnership for any reason, including death,
the remaining Partner(s) may continue to operate the Partnership using the same name.
13.2. A withdrawing Partner shall be obligated to give 60 days’ prior written notice of his intention to
withdraw or retire and shall be obligated to sell his interest in the Partnership.
13.3. The remaining Partner(s) shall pay the withdrawing or retiring Partner, or to the legal
representative of the deceased or disabled Partner, the value of his interest in the Partnership,
calculated by taking into account the following sums and matters:

13.3.1. The financial position and the balance sheet of the Partnership, and in particular, the net
book value of the Partnership. The net book value of the Partnership shall refer to the
dollar book value of the assets of the Partnership subtracted by the dollar book value of
the liabilities of the Partnership, determined in accordance with the Financial Reporting
Standards (FRSs) of Singapore.

14. TERM AND TERMINATION OF PARTNERSHIP

14.1. The term of this Agreement shall be for a period of five (5) years, commencing on 28 MARCH
2019 and terminating on 28 MARCH 2024, unless the Partners mutually agree in writing to a
shorter period.
14.2. The Partnership may be terminated at any time by a unanimous vote of all the Partners.
14.3. Upon termination of the Partnership at any time, the assets and cash of the Partnership shall be
used to pay all creditors, with the remaining amounts to be distributed to the Partners according
to the following share proportions:

Name of Partner Percentage Share of Remaining Assets

NEELESH VASNANI 40%
JAMES PLATO 20%
TOM KANT 20%
ZHANG BO LUN 20%

15. REPRESENTATION AND WARRANTIES

15.1. Each Partner represents and warrants that he is not a party to any other agreement which would
restrict his ability to perform his obligations under this Agreement.
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16. OPERATION OF PARTNERSHIP ACT

16.1. The Partnership Act shall regulate the conduct and affairs of the Partnership and the Partners to
the extent that its provisions are not inconsistent with the terms of this Agreement.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement shall be governed by and construed in accordance with Singapore law.
17.2 In relation to any legal action or proceedings arising out of or in connection with this Agreement,
the Partners hereby irrevocably submit to the non-exclusive jurisdiction of the courts of
Singapore.

18 MISCELLANEOUS

18.1 This Agreement constitutes the complete understanding of the Partners and supersedes any and
all other contracts, representations, and arrangements, whether oral or in writing, heretofore
made by the Partners with reference to the subject matter hereof.
18.2 No modification or waiver of any provision in this Agreement shall be valid unless in writing
and signed by all Partners.

IN ACCEPTANCE OF THIS AGREEMENT, the Partners have signed their names below:

SIGNED BY: SIGNED BY:

______________________ ______________________
Signature of Partner Signature of Partner
NEELESH VASNANI JAMES PLATO
Full Name Full Name
G1882518Q G1234567A
FIN Number FIN Number

______________________ ______________________
Date Signed Date Signed

SIGNED BY: SIGNED BY:

______________________ ______________________
Signature of Partner Signature of Partner
TOM KANT ZHANG BO LUN
Full Name Full Name
G1234567B G1234567C
FIN Number FIN Number

______________________
_______________________
Date Signed
Date Signed