Custom Software Business Partnership Agreement

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Custom Software Business Partnership Agreement

Custom Software Business Partnership Agreement

BUSINESS PARTNERSHIP AGREEMENT

This Business Partnership Agreement (the “Agreement”) is made and entered into as of this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}}, by and between:

{{partner_1_company_name}}, a company duly incorporated under the laws of {{partner_1_jurisdiction}}, with its principal place of business at {{partner_1_address}} (hereinafter referred to as “Partner 1”);

AND

{{partner_2_company_name}}, a company duly incorporated under the laws of {{partner_2_jurisdiction}}, with its principal place of business at {{partner_2_address}} (hereinafter referred to as “Partner 2”).

(Collectively referred to as the “Partners” and individually as a “Partner”).

1. PURPOSE AND OBJECTIVES

The Partners hereby agree to form a business partnership for the purpose of jointly developing, marketing, and deploying custom software solutions. The primary objectives include {{objective_1}}, {{objective_2}}, and {{objective_3}}.

2. DURATION OF AGREEMENT

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial period of {{initial_agreement_period}} (e.g., 3 years) unless terminated earlier in accordance with the provisions of this Agreement. Thereafter, it shall automatically renew for successive {{renewal_period}} (e.g., 1-year) periods unless either Partner provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

3. CAPITAL CONTRIBUTIONS

Partner 1 shall contribute {{partner_1_capital_contribution}} (e.g., KES 5,000,000 or equivalent in assets/services/intellectual property) to the partnership.

Partner 2 shall contribute {{partner_2_capital_contribution}} (e.g., KES 5,000,000 or equivalent in assets/services/intellectual property) to the partnership.

Further capital contributions, if required, shall be mutually agreed upon by the Partners in writing.

4. PROFIT AND LOSS SHARING

Net profits and losses of the partnership shall be shared between the Partners in the following proportions: Partner 1 - {{partner_1_profit_share}}%; Partner 2 - {{partner_2_profit_share}}%.

Distributions of profits shall be made {{frequency_of_distributions}} (e.g., quarterly, annually) or as otherwise agreed upon by the Partners.

5. MANAGEMENT AND RESPONSIBILITIES

The overall management and strategic direction of the partnership shall be overseen by a Partnership Committee comprising representatives from both Partners.

Partner 1 shall primarily be responsible for {{partner_1_primary_responsibilities}}.

Partner 2 shall primarily be responsible for {{partner_2_primary_responsibilities}}.

Specific roles and responsibilities for software development projects will be detailed in separate project agreements or work orders.

6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights (including copyrights, patents, trademarks, and trade secrets) arising from the software developed under this partnership shall be jointly owned by the Partners in proportion to their contributions as defined in this Agreement, unless otherwise specified in individual project agreements.

Neither Partner shall use the intellectual property of the partnership for any purpose outside the scope of this Agreement without the prior written consent of the other Partner.

7. CONFIDENTIALITY

Each Partner agrees to maintain the confidentiality of all proprietary or confidential information of the other Partner encountered during the course of this Agreement. This obligation shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

8. TERMINATION

This Agreement may be terminated by mutual written consent of the Partners, or by either Partner upon {{notice_period_days_termination}} days’ written notice if the other Partner commits a material breach of this Agreement and fails to remedy such breach within {{cure_period_days}} days of receiving written notice.

Upon termination, the Partners shall liquidate the partnership’s assets and liabilities in accordance with their profit and loss sharing ratios.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by negotiation between the Partners. If the dispute cannot be resolved through negotiation within {{negotiation_period_days}} days, the Partners agree to submit the dispute to mediation in {{mediation_location}} under the rules of {{mediation_organisation}}. If mediation fails, the dispute shall be finally resolved by arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_organisation}}.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

SIGNATURES

IN WITNESS WHEREOF, the Partners have executed this Business Partnership Agreement as of the date first above written.

_____________________________

{{partner_1_company_name}}

Name: {{partner_1_signer_name}}

Title: {{partner_1_signer_title}}

Date: {{partner_1_signature_date}}

_____________________________

{{partner_2_company_name}}

Name: {{partner_2_signer_name}}

Title: {{partner_2_signer_title}}

Date: {{partner_2_signature_date}}