11. Determination of rights and duties of partners by contract between the partners
(1) Subject to the provisions of this Act the mutual rights and duties of the partners of a firm may be determined by contract between the partners and such contract may be express or may be implied by a course of dealing.
Such contract may be varied by consent of all the partners and such consent may be express or may be implied by a course of dealing.
(2) Agreements in restraint of trade - Notwithstanding anything contained in section 27 of the Contract Act, 1872 such contracts may provide that a partner shall not carry on any business other than that of the firm while he is a partner.
12. The conduct of the business - Subject to contract between the partners -
a) every partner has a right to take part in the conduct of the business;
b) every partner is bound to attend diligently to his duties in the conduct of the business;
c) any difference arising as to ordinary matters connected with the business may be decided by a majority of the partners, and every partner shall have the right to express his opinion before the matter is decided, but no change may be made in the nature of the business without the consent of all the partners; and
d) every partner has a right to have access to and to inspect and copy any of the books of the firm.
13. Mutual rights and liabilities - Subject to contract between the partners -
a) a partner is not entitled to receive remuneration for taking part in the conduct of the business;
b) the partners are entitled to share equally in the profits earned, and shall contribute equally to the losses sustained by the firm;
c) where a partner is entitled to interest on the capital subscribed by him, such interest shall be payable only out of profits;
d) a partner making, for the purposes of the business, any payment or advance beyond the amount of capital he has agreed to subscribe, is entitled to interest thereon at the rte of six per cent per annum;
e) the firm shall indemnify a partner in respect of payments made and liabilities incurred by him -
(i) in the ordinary and proper conduct of the business, and
(i) in doing such act in an emergency for the purpose of protecting the firm from loss as would be done by a person of ordinary prudence in his own case, under similar circumstances; and
f) a partner shall indemnify the firm for any loss caused to it by his willful neglect in the conduct of the business of the firm.
14. The property of the firm - Subject to contract between the partners, the property of the firm includes all property and rights and interests in property originally brought into the stock of the firm, or acquired by purchase or otherwise, by or for the firm, or for the purposes and in the course of the business of the firm, and includes also the goodwill of the business.
Unless the contrary intention appears, property rights and interests in property acquired with money belonging to the firm are deemed to have been acquired for the firm.
15. Application of the property of the firm - Subject to contract between the partners the property of the firm shall be held and used by the partners exclusively for the purposes of the business.
16. Personal profits earned by partners - Subject to contract between the partners,-
a) if a partner derives any profit for himself from any transaction of the firm, or from the use of the property or business connection of the firm or the firm name he shall account for that profit and pay it to the firm;
b) if a partner carries on any business of the same nature as and competing with that of the firm, he shall account for and pay to the firm all profits made by him in that business.
