Partnership Agreement
This agreement is made on 7 November 2026 between:
- Amira Haddad, of 27 Cedar Street, Toronto, Ontario M4W 1A8, Canada ("the First Partner"); and
- Daniel Okafor, of 81 Lakeshore Road, Toronto, Ontario M5V 2T6, Canada ("the Second Partner").
Together they are "the Partners". They agree to carry on business in partnership on the terms below.
1. The partnership and its business
The Partners will carry on the following business together (the "Business"), under the name "Haddad & Okafor Design Studio":
The design of websites and brand identities for small businesses, including related hosting and maintenance services.
The main place of business is 212 King Street West, Toronto, Ontario, Canada. The Partners may agree in writing to change the name, the place or the nature of the Business.
The Partners are partners in the Business and in nothing else. This agreement does not make either Partner an employee of the other.
2. Start and duration
The partnership starts on 1 January 2027.
How long the partnership lasts
5 years from the start date
3. Contributions
Each Partner will contribute the following to the partnership as capital:
The First Partner:
CAD 40,000 in cash, paid on the start date.
The Second Partner:
Computer equipment and software licences valued at CAD 25,000, and CAD 15,000 in cash.
The assets contributed become partnership property and are held for the Business. The Partners will keep a capital account for each of them, showing what they have contributed and later withdrawn. No Partner earns interest on capital unless the Partners agree in writing. Neither Partner has to contribute more capital, but if the Partners agree that more is needed, they will provide it in the proportions of their shares in section 4, unless they agree otherwise.
If a Partner lends money to the partnership with the other's written consent, the loan is not capital and the partnership will repay it, with any interest agreed in writing, before profits are shared.
4. Profits and losses
The Partners share the net profits and bear the net losses of the Business in these proportions:
- the First Partner: 50%
- the Second Partner: 50%
Profits are the income of the Business after paying all its costs, debts and reasonable reserves for the future that the Partners agree. Each Partner is responsible for the taxes on their own share, whether or not it has been paid out.
5. Drawings
On account of their shares of profit, each Partner may take out the following during the year:
CAD 3,000 a month to each partner
Neither Partner may take out more than that without the other's written consent. After the accounts for the year are agreed, any Partner who has drawn more than their share of the profit will repay the difference to the partnership within 30 days, and any Partner who has drawn less will be paid the difference, as far as the partnership has the cash.
6. Management and decisions
Each Partner may take part in the management of the Business. Each Partner may, alone, take the day to day decisions in the ordinary course of the Business, and may spend up to CAD 2,500 on a single item without the other's consent.
Time the partners give to the business
The following need the written agreement of both Partners:
- spending above the limit in this section, or any contract that cannot be ended within 3 months and costs more than that limit;
- borrowing money, giving a guarantee, or granting a security over partnership property;
- buying or selling land, buildings or any other major asset;
- hiring or dismissing an employee, or setting their pay;
- admitting a new partner, or changing the nature of the Business;
- starting or settling a legal case, other than a claim to collect a debt under the limit; and
- anything else that this agreement says needs both Partners.
Each Partner has one vote. If the Partners cannot agree on a decision that needs both of them, the matter goes to section 14, and until it is settled the Business carries on as before.
Each Partner will act honestly and in good faith toward the other, will tell the other about everything that matters to the Business, and will not make a secret profit from the partnership or use its property for a private purpose. Neither Partner may bind the partnership to something outside the ordinary course of the Business unless the other has agreed to it.
7. Bank account, books and accounts
The partnership will keep its own bank account with Royal Bank of Canada, King Street branch. All money of the Business will be paid into it, and cheques, transfers and withdrawals over the spending limit need both Partners to approve them. Neither Partner may mix partnership money with their own.
The Partners will keep complete and accurate books of the Business, at its main place of business, and each Partner may inspect and copy them at any time. Accounts will be drawn up for each financial year, which ends on 31 December, and the Partners will approve them in writing within 3 months after the year ends. The Partners will file the tax returns and registrations that the law requires.
Each Partner will keep a record of the time they work in the Business only if the Partners ask for it. Holidays, sickness and leave are decided by agreement between the Partners, who will each give the other reasonable notice of any absence of more than 2 weeks, and who will arrange cover so that the Business is not harmed.
8. Debts and responsibility
Each Partner will pay their own personal debts and keep the partnership and the other Partner free from them. A Partner who, without the other's agreement, makes a commitment on behalf of the partnership that is outside this agreement, or causes loss to the partnership by their wrongful act, will make good the loss to the partnership, as far as the law allows.
The Partners will take out insurance for the Business that is usual for a business of its kind, and will pay the premiums out of partnership money.
9. Intellectual property and confidentiality
All names, designs, software, content, customer lists and other intellectual property created for the Business belong to the partnership. A Partner assigns to the partnership all rights they may have in them.
Each Partner will keep the confidential information of the Business secret, during the partnership and for 3 years after they leave it, and will use it only for the Business. This does not apply to information that becomes public through no fault of that Partner, or that the law requires them to disclose.
Each Partner will promptly give the other copies of all notices, demands and letters about the Business, and will answer clients, authorities and suppliers on behalf of the Business only in line with this agreement. Any licence, registration or permit the Business needs will be held in the name of the partnership where the law allows, and each Partner will help keep it in force.
10. New partners and transfer of shares
No new partner may join the Business, and neither Partner may sell, give away or pledge their share in it, without the written consent of the other Partner. A new partner must first sign this agreement, or a new one, to be bound by it.
11. A Partner leaving, and death or incapacity
A Partner may leave the partnership by giving the other at least 6 months of written notice. The partnership may also be ended at once by the other Partner, by written notice, if a Partner:
- seriously or repeatedly breaches this agreement and, where the breach can be put right, does not do so within 30 days of being asked in writing;
- is declared bankrupt or insolvent, or makes an arrangement with their creditors;
- is convicted of a serious crime of dishonesty; or
- is unable, because of illness or injury, to take part in the Business for 6 months in a row, or is declared by a court to be unable to manage their own affairs.
If a Partner dies, or a Partner leaves or is removed under this section (the "Leaving Partner"), the other Partner (the "Continuing Partner") may choose, by written notice within 60 days, to continue the Business alone or with a new partner. If the Continuing Partner makes that choice, they will buy the Leaving Partner's share (or the share of the Leaving Partner's estate) at its fair value, which is the Leaving Partner's capital account plus their share of the net value of the Business, including goodwill, on the date of leaving, as agreed by the Partners or, if they cannot agree, as decided by an independent accountant chosen by them together or, failing that, by the president of the local professional body of accountants. The accountant's fees are shared equally. The price will be paid within 90 days after it is fixed, or in equal instalments over 12 months, with reasonable interest, if the Continuing Partner chooses.
If the Continuing Partner does not choose to continue, the partnership ends and section 13 applies.
A Leaving Partner, or the estate of one who has died, will not interfere with the Business, and the Continuing Partner will tell clients and suppliers about the change in a reasonable way. The Continuing Partner will keep the Leaving Partner free from the partnership's debts incurred after the leaving date.
12. Restraint
The following restraint applies to a Partner after they leave the partnership: 12 months, within 50 km of the main place of business.
During that restraint, the former Partner will not run, work for or be a partner in a business that competes with the Business, deal with the Business's clients as at the leaving date, or try to hire its employees. If this section states no period, no restraint applies.
The Partners agree that this is reasonable to protect the Business's goodwill. If a court finds it too wide, it is to be applied to the extent the court allows.
13. Dissolution and winding up
The partnership ends when:
- the Partners agree in writing to end it;
- the fixed period in section 2, if any, ends and it is not extended;
- there is only one Partner left and they do not choose to continue it under section 11; or
- the law or a court decides that it must end.
When it ends, the Partners will wind up the Business without delay. They will sell or share the assets as they agree, collect what is owed, and pay the money in this order: first, debts to people outside the partnership; then loans from Partners; then each Partner's capital; and then any rest, in the proportions of their shares in profits. If the assets are not enough to pay the debts, the Partners bear the loss in the proportions of their shares in losses, as between themselves. A Partner who takes over the name or the clients of the Business will pay a fair price for them.
14. Settling disagreements
If the Partners disagree about this agreement or the Business, each will first tell the other in writing what the disagreement is, and they will meet within 14 days to try to settle it. If they cannot settle it within 30 days after that, they will ask a neutral mediator to help them. If it is still not settled within 60 days after the mediator is asked, either Partner may take it to be decided at Toronto, by arbitration under the rules of the ADR Institute of Canada. Neither Partner will start a case before then, except to ask a court for an urgent order to protect the Business.
15. General
- Notices under this agreement must be in writing, and may be sent by email to the address each Partner last gave the other.
- This agreement is the whole agreement between the Partners about the Business. It may be changed only in writing signed by both Partners. If any part of it cannot be enforced, the rest stays in effect.
- A Partner that does not use a right straight away has not given it up.
- It may be signed in separate copies and electronically, and together they form one agreement.
- This agreement is governed by the laws of Ontario, Canada.
Signatures
The First Partner: Amira Haddad
Signature: ______________
Date: ______________
Witness name: ______________
Witness signature: ______________
The Second Partner: Daniel Okafor
Signature: ______________
Date: ______________
Witness name: ______________
Witness signature: ______________