GENERAL PARTNERSHIP AGREEMENT

(Prepared in accordance with Articles 620 and subsequent articles of the Turkish Code of Obligations)

I. Parties

This partnership agreement has been concluded between the parties whose details are provided below:

Partner 1
Name Surname / Trade Name: …………………
Turkish Republic Identity Number / Tax Number: …………………
Address: …………………

Partner 2
Name Surname / Trade Name: …………………
Turkish Republic Identity Number / Tax Number: …………………
Address: …………………

(There may be more than one party; each will be referred to individually as a "Partner," and together as "Partners.")

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II. Subject of the Agreement

The parties software development, construction work, buying and selling of commercial goods, etc., and sharing the profits arising from these activities.

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III. Capital Contribution

1. Each partner undertakes to make the following contributions to achieve the partnership's objectives:

   • Partner 1: … TL cash capital + … (e.g., computers, machinery, vehicles, equipment, etc.) in-kind capital.

   • Partner 2: … TL cash capital + … contribution (e.g., labor, professional knowledge, business connections, etc.).

2. Capital contributions will be deposited into the partnership account, or in-kind assets will be allocated for the partnership's use.

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IV. Administration and Representation

1. Partnership affairs will be managed by a managing partner elected unanimously by the partners .

2. The managing partner represents the partnership in contracts with third parties, banking transactions, and dealings with government agencies.

3. The managing partner's responsibilities include: maintaining the company's books, documenting expenses, preparing profit and loss statements, and providing information to the partners.

4. Important decisions (such as taking on new partners, changing the subject of a partnership, making large expenditures, acquiring real estate, etc.) are made unanimously.

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V. Sharing of Profit and Loss

1. Profits and losses arising from partnership activities will be shared among the partners according to their capital contribution ratios .

2. Unless otherwise agreed in writing, no partner has any privilege over another.

3. The net profit obtained at the end of the annual balance sheet is distributed to the partners according to their capital shares.

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VI. Partners' Rights and Obligations

1. Partners are obligated to faithfully participate in the partnership's activities and protect the partnership's interests.

2. Neither partner may conduct personal business activities within the partnership's field of activity without the approval of the other partners.

3. Partners have the right to examine the partnership register and to audit the partnership assets.

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VII. Duration and Termination of the Agreement

1. This agreement is valid for a period of … years from the date of signature.

2. The term may be extended upon written agreement of the partners.

3. One of the partners;

   • In cases of justifiable cause (e.g., conduct that undermines trust, failure to meet capital obligations),

   • Upon the expiration of the specified period,

   • By agreement of the parties,

   • If the purpose of the partnership is not achieved or becomes impossible to achieve,
     the partner may request the termination of the partnership.

4. In the event of termination, the partnership is liquidated, and after the debts are paid, the remaining assets are distributed to the partners in proportion to their capital shares.

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VIII. Resolution of Disputes

In case of any disputes arising from this agreement, a friendly settlement shall be sought first; if a friendly settlement is not possible, the Courts and Enforcement Offices of Istanbul (Anadolu/Çağlayan) shall have jurisdiction.

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IX. Notification

Notifications sent to the partners' addresses specified above will be considered valid. Any address changes must be notified to the other partners in writing.

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X. Entry into force

This agreement has been drawn up in … copies on … / … / 2025, read and signed with mutual consent.

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Common 1
Name – Signature

Two Common
Names – Signatures