Anastasia Ogele Idodo

PARTNERSHIP AGREEMENT BETWEEN SENATOR IKECHUKWU OBIORA AND [KLDKLDLKKLDCKNLDLNLDLLJDJLDLJLJLJDLJJ AND KMLKNADNKN;Kdf;knadnk;adnkdznk;.n;sml;/,dz/ AND MEDACLE HOSPITAL AND HEALTHCARE SERVICES LIMITED THIS PARTNERSHIP AGREEMENT is made this …….. day of ………….. 2020 BETWEEN DR. MALGWI DAVID PABIR of JADKNLAKN.Kaddress (hereinafter referred to as “the First Partner” which expression shall, where the context so admits, includes his heirs, servants, agents, privies, assigns, administrators and/or executors); MR. WAKAWA ALI STEPHEN of address;LMKAK;DSJ;’JS’SF (hereinafter referred to as “the Second Partner” which expression shall, where the context so admits, includes his heirs, servants, agents, privies, assigns, administrators and/or executors); MR. WAKAWA AYUBA STEPHEN of LNSDALAC;KNCA’/LDCM’;D (hereinafter referred to as “the Third Partner” which expression shall, where the context so admits, includes his heirs, servants, agents, privies, assigns, administrators and/or executors); DR. BALAMI DAUDA ALI of LIAWDBKJNJLASLNALLNAK (hereinafter referred to as “the Fourth Partner” which expression shall, where the context so admits, includes his heirs, servants, agents, privies, assigns, administrators and/or executors); The four parties shall henceforth be called the “Partners” BACKGROUND 1. The Partners, on the 10th day of June, 2019, jointly founded a company known as PREMIER HEART HOSPITAL AND CLINICS LTD with RC No. RC- in Abuja, FCT. 2. The said company was incorporated on the …… of June, 2015. 3. The Partners herein are desirous of executing a Partnership Agreement to regulate their partnership business. NOW THIS PARTNERSHIP AGREEMENT WITNESSES AS FOLLOWS 1. THE BUSINESS The Partners shall carry on, in partnership, a private hospital business under the name and style of PREMIER HEART HOSPITAL AND CLINICS LTD duly registered under the Companies and Allied Matters Act 2004. 2. DURATION OF THE PARTNERSHIP This Partnership shall continue to run until it is terminated by the Partners under the terms and conditions of this Partnership Agreement. 3. SHARE CAPITAL The share capital of the company shall consist of the sum of Ten Million Naira (N10,000,000.00) divided into 10,000,000.00 of N1 each, which unless otherwise agreed, shall belong to the Partners in the following ordinary shares; a. Dr. David Pabir Malgwi – 3,000,000.00 b. Mr. Ali Stephen Wakawa - 2,000,000.00 c. Hon. Ayuba Stephen Wakawa - 2,000,000.00 d. Dr. Dauda Ali Balami - 3,000,000.00 4. PROFITS AND LOSSES All profits and losses (including capital losses) of this Partnership business shall be shared in equal proportions, unless otherwise agreed, and no Partner shall make any drawings on account without the knowledge or consent of other Partners. 5. PARTNERSHIP BANKER The Partners shall open an account with ………………. in the name of the PREMIER HEART HOSPITAL CLINICS LTD and any money belonging to the Partnership shall be paid into the account. The Partners shall be the signatories to the account and their signatures shall be required on all cheques drawn and on all other instruments and instructions made in connection with the account. 6. WORKING PRACTICE Each Partner shall devote his best efforts, time and attention to the business of the Partnership. No Partner shall act in competition with the Partnership business and each Partner shall conduct himself as regards the other Partners in utmost good faith. No Partner shall conduct himself in such a way or carry out any act which can jeopardize the goals of the Partnership business or work against the success of the partnership business. 7. EMPLOYMENT OF STAFF It shall be the joint responsibility of the Partners to employ new staff into the Hospital. Partners will jointly decide on the requisite qualification(s) necessary for employment, the conditions of service, the number of staff to be employed and all other matters pertaining to the issue of employment. Whenever any of the spouses and relatives of any of the Partners are to be employed, they shall be employed with the same terms and conditions of employment of other staff without any preferential treatments or undue advantage. They shall also not have a say in the management of the Partnership business and they shall not be appointed as Partners of the Partnership business. 8. INTERNAL MANAGEMENT The Partners shall agree on how the Partnership business shall be managed internally with respect to administration and finance of the Partnership business. 9. DECISION MAKING It shall be the joint responsibility of the Partners to make any decision on any issue that concerns the Partnership business and in the event that the Partners cannot agree on any particular issue, it shall be resolved by a neutral party to be jointly appointed by the Partners. 10. INDEMNITY Upon execution of this Agreement, each Partner shall be deemed to have indemnified the other Partner for any loss, which may be incurred by the Partnership business, and which is caused by any breach, on the part of such Partner, of any of the terms of this Partnership Agreement. 11. DEATH OR INCAPACITY In the event of the death or permanent incapacity of any of the Partners, the Personal Representative of the deceased or incapacitated Partner shall take his place and shall abide by all the terms and conditions in this Partnership Agreement. 12. DISPUTE RESOLUTION In the event of any dispute over any matter or issue between the Partners as far as the Partnership business is concerned, Partners shall first try amicable settlement of the dispute and if they are unable to resolve the differences, Partners shall seek the option of a negotiation or mediation in accordance with the Arbitration and Conciliation Act, Laws of the Federal Republic of Nigeria 2004. If the Partners are still unable to settle through any of these methods, then the Partners can resort to a Court action. 13. DISSOLUTION OF THE PARTNERSHIP Dissolution of the Partnership business shall not carried out unless by the mutual agreement of the Partners and upon dissolution. IN WITNESS OF WHICH the Partners have hereto signed this Partnership Agreement as a Deed the day and year first-above written. SIGNED, SEALED AND DELIVERED by the within-named First Partner ……………………………...............………………………. SIGNATURE OF FIRST PARTNER DATE ……………………………………………………………… SIGNATURE OF SECOND PARTNERDATE ……………………………………………………………… SIGNATURE OF THIRD PARTNER DATE ……………………………………………………………… SIGNATURE OF FOURTH PARTNER DATE In the presence of NAME: ADDRESS: OCCUPATION: SIGNATURE: DATE: