PARTNERSHIP AGREEMENT
This Partnership Agreement (“Agreement”) is entered into on September 10, 2025,
by and between:
1. Mr. Hasnain Raza, residing at Madhupur, Jharkhand, India (hereinafter
referred to as “Partner 1”); and
2. Mr. Kartav Thakkar, residing at Surat, Gujarat, India (hereinafter referred to
as “Partner 2”).
Partner 1 and Partner 2 shall hereinafter collectively be referred to as the
“Partners”, and individually as a “Partner”.
1. Formation and Purpose
1.1 The Partners hereby agree to associate and collaborate informally as an
unregistered partnership (hereinafter referred to as the “Agency”) for the purpose
of providing video editing, content creation, management/managing, and related
services to clients.
1.2 The Agency shall not, under this Agreement, constitute a registered legal entity.
The Partners may, by mutual agreement, formalize or register the Agency at a later
stage.
2. Roles and Responsibilities
2.1 Partner 1 (Hasnain Raza) shall be responsible for:
• Prospecting and contacting potential clients;
• Initiating client conversations and setting up calls;
• Supervising the editing team with respect to client expectations and quality
standards;
• Managing revisions, quality control, and delivery of final output;
• Preparing scripts for client videos (final script subject to mutual consent of
both Partners);
• Creating titles for YouTube videos and uploading them on the client’s or
Agency’s YouTube channel.
2.2 Partner 2 (Kartav Thakkar) shall be responsible for:
• Client communications including negotiations and closures;
• Handling invoices, receipts, and financial management;
• Maintaining accounts, and payment processing;
• Writing engaging hooks for video content;
• Uploading video content on Instagram and related social media platforms.
2.3 Joint Responsibilities:
• Hiring and termination of editors shall require mutual consent;
• Both Partners shall have equal access to Agency financial records;
• All operations shall be conducted transparently.
3. Financial Arrangements
3.1 All business-related expenses, including but not limited to editor fees, software
subscriptions, tools, and advertising, shall be considered Agency expenses.
3.2 After deduction of such expenses, profits shall be distributed as follows:
• 35% (thirty-five percent) to Partner 1, and
• 65% (sixty-five percent) to Partner 2.
3.3 If a client is acquired through either Partner’s personal social media, the
referring Partner shall receive an additional 5% of the net revenue from that
client (making the distribution 40% to Partner 1 and 60% to Partner 2, or vice
versa, depending on who brought the client).
3.4 Profit distributions shall occur upon receipt of client payments and
clearance of expenses related to such payments.
3.5 Partner 2 shall maintain accurate records of revenue and expenses and
shall provide reports to Partner 1 on a bi-weekly or monthly basis.
4. Client Ownership and Leads
4.1 Clients acquired directly through either Partner’s personal social media or
personal network shall remain the property of that Partner.
4.2 If such a client is referred to the Agency, the referring Partner shall receive 5% of
the net revenue from that client, as stated in Clause 3.3.
4.3 Agency clients shall not be diverted for personal benefit by either Partner.
5. Testimonials
5.1 All Agency work and testimonials shall be issued in the name of Partner 2
(Kartav Thakkar) to support client trust and business credibility.
6. Confidentiality and Editors
6.1 All editors engaged by the Agency shall execute a Non-Disclosure Agreement
(“NDA”), which shall be provided by Partner 1, to protect the confidentiality of
client data and Agency information.
6.2 Editors engaged for Agency projects shall not be utilized by either Partner for
personal work without mutual consent.
7. Decision-Making and Dispute Resolution
7.1 Both Partners shall have equal authority in Agency decisions.
7.2 In the event of disagreement, the Partners shall endeavor to resolve disputes
amicably through reasoned discussion. If the issue remains unresolved, the
Partners may resort to a simple chance mechanism (e.g., coin toss) to make a final
decision.
7.3 No unilateral decision binding the Agency shall be made without mutual
consent.
8. Special Projects
8.1 If a client requires advanced editing that cannot be completed by the Agency’s
regular editors, and fulfilling such requirements would necessitate hiring a higher-
cost editor resulting in little or no profit, the Partners shall jointly evaluate the
situation.
8.2 The Partners may, in good faith, decide whether to:
• renegotiate pricing with the client;
• undertake the project for reduced or no profit for portfolio/strategic reasons;
or
• decline the project if commercially unviable.
8.3 No such commitment shall be made without mutual agreement.
9. Exit and Termination
9.1 Either Partner may withdraw from the Agency by providing at least fifteen (15)
days’ written notice to the other Partner.
9.2 Upon withdrawal, the departing Partner shall not claim any future profits or
ownership in the Agency.
9.3 Agency clients acquired and served under the Agency shall remain with the
Agency. The departing Partner shall not solicit, divert, or continue working privately
with Agency clients after exit. This restriction shall not apply to clients originally
belonging to a Partner’s personal network or social media inbound clients handled
outside the Agency.
9.4 Before departure, the exiting Partner shall make reasonable efforts to complete
their pending responsibilities (e.g., ongoing edits, quality control, client
communications, or financial settlements) so that projects in progress are not
disrupted.
9.5 If both Partners mutually terminate this Agreement, either Partner may
purchase the rights to existing Agency clients by compensating the other Partner
according to their share of revenue (i.e., Partner 2 must buy out Partner 1’s 35%
share after expenses, and Partner 1 must buy out Partner 2’s 65% share after
expenses).
10. Duration and Review
10.1 This Agreement shall remain in force until terminated by mutual consent or
withdrawal of a Partner under Clause 9.
10.2 The Partners may review and, if necessary, amend the Agreement upon mutual
consent every six (6) months of operations.
11. Miscellaneous
11.1 This Agreement is executed in good faith and based on mutual trust.
11.2 This Agreement shall be binding upon the Partners but does not, in its present
form, create a registered partnership under the Indian Partnership Act, 1932.
11.3 Any future registration or restructuring of the Agency shall be subject to a
separate formal agreement.
IN WITNESS WHEREOF,
The Partners hereto have executed this Agreement on September 10, 2025.
Hasnain Raza (Partner 1)
Kartav Thakkar (Partner 2)
Date: September 10, 2025
