Limited Partnership Agreement - Template, Sample Form Pro · US-law

LIMITED PARTNERSHIP AGREEMENT

State of ________

This Limited Partnership Agreement (the "Agreement") is made and entered into on ________ (the "Execution Date") by and between the following Party(ies) as general partner(s) (individually a "General Partner" and collectively the "General Partners"):

________, located at the following address:

________

and between the following Party(ies) as limited partner(s) (individually a "Limited Partner" and collectively the "Limited Partners"):

________, located at the following address:

________

The General Partners and the Limited Partners are referred to collectively as the "Partners" and individually as a "Partner."

RECITALS:

A. The Partners wish to associate themselves in business as a limited partnership.

B. This Agreement sets out the terms and conditions that govern the Partners within the Limited Partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I. Formation.

1. By this Agreement, the Partners form a limited partnership (the "Partnership") in accordance with the laws of the State of ________, including the applicable Uniform Limited Partnership Act or Revised Uniform Limited Partnership Act as enacted and in effect in such State (the "Act"). The General Partners shall cause a Certificate of Limited Partnership to be executed and filed with the office of the Secretary of State of the State of ________ in accordance with the Act, and shall execute and file such amendments, restatements, and other instruments as are required to maintain the Partnership in good standing. The rights and obligations of the Partners shall be as stated in the Act except as otherwise provided in this Agreement.

ARTICLE II. Name.

2. The firm name of the Limited Partnership shall be: ________, which name shall comply with the naming requirements of the Act, including any requirement that the name contain the words "Limited Partnership" or the abbreviation "L.P." or "LP."

3. The business of the Limited Partnership may be conducted, in compliance with all applicable laws, under any other name determined to be appropriate by the General Partners, provided that any required assumed-name or fictitious-name filings are made.

ARTICLE III. Purpose.

4. The purpose of the Limited Partnership shall be the following, together with any lawful business or activity incidental thereto:

________

ARTICLE IV. Term.

5. The Limited Partnership shall commence on the date the Certificate of Limited Partnership is filed with the Secretary of State, or on ________, whichever is later, and shall continue until terminated as provided in this Agreement or by operation of law.

ARTICLE V. Place of Business; Registered Agent.

6. The principal office of the Limited Partnership shall be located at the following address, or at such other place as the General Partners may from time to time designate:

________

7. The registered agent of the Limited Partnership for service of process in the State shall be ________, located at ________, or such other agent or address as the General Partners may designate by filing the appropriate amendment with the Secretary of State.

ARTICLE VI. Power of Attorney.

8. Each Limited Partner irrevocably constitutes and appoints the General Partner(s), and each of them, with full power of substitution, as such Limited Partner's true and lawful attorney-in-fact, coupled with an interest, to make, execute, acknowledge, certify, deliver, and file with respect to the Limited Partnership or any successor to it:

a. Any Certificate of Limited Partnership and all amendments or restatements thereof that may be required or permitted from time to time pursuant to the provisions of this Agreement or the laws of the State;

b. Any and all instruments that may be deemed necessary or desirable by the General Partner(s) to effect the dissolution, winding up, and termination of the Limited Partnership as provided for in this Agreement; and

c. Any and all other instruments, documents, and certificates that may from time to time be required by the laws of any state, the United States of America, or any political subdivision or agency thereof, to effectuate, implement, continue, and defend the existence, rights, and property of the Limited Partnership and the purposes set forth in this Agreement.

9. This power of attorney shall survive the assignment by a Limited Partner of all or any portion of such Limited Partner's interest and the disability or incapacity of such Limited Partner, to the fullest extent permitted by law.

ARTICLE VII. Capital Contributions.

10. Each General Partner has contributed or agrees to contribute to the capital of the Partnership, in cash, property, or services at an agreed value, as follows (the "Capital Contribution"):

-- ________: $________

11. Each Limited Partner has contributed or agrees to contribute to the capital of the Partnership, in cash, property, or services at an agreed value, as follows (the "Capital Contribution"):

-- ________: $________

12. All contributions shall be made in full and on time, no later than ________.

13. No Partner may withdraw any part of such Partner's Capital Contribution except as expressly provided in this Agreement or with the written consent of all Partners.

ARTICLE VIII. Additional Capital.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

15. Any advance of money to the Partnership by any Partner in excess of the amounts provided for in this Agreement, or subsequently agreed to as an additional capital contribution, shall be deemed a debt owed by the Partnership and not an increase in the capital contribution of the Partner. Such liability shall be repaid with interest at rates and times to be determined by a majority in interest of the Partners, within the limits required or permitted by the Act. Such liability shall not entitle the lending Partner to any increased share of the Partnership's profits nor to greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority in interest of the Partners.

ARTICLE IX. Capital Accounts.

16. An individual capital account (a "Capital Account") shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under the Internal Revenue Code of 1986, as amended (the "Code"). Each Partner's initial Capital Contribution shall be credited to such account, and any additional capital contributions made by any Partner shall be credited to that Partner's Capital Account. The Capital Accounts shall be adjusted for allocations of profits, losses, and distributions as required by the Code and the Treasury Regulations.

ARTICLE X. Interest on Capital.

17. No borrowing charge or loan interest shall be due or payable to any Partner on such Partner's agreed Capital Contribution, inclusive of any agreed-upon additional capital contributions.

ARTICLE XI. Financial Decisions.

18. Decisions regarding the distribution of profits, allocation of losses, the requirement for additional capital contributions, and all other financial matters shall be decided by a unanimous vote of the General Partners.

ARTICLE XII. Interest and Authority.

19. The General Partners' ownership interest in the Partnership shall be as follows:

-- ________: ________%

20. The Limited Partners' ownership interest in the Partnership shall be as follows:

-- ________: ________%

ARTICLE XIII. Profit and Loss.

21. Subject to the other provisions of this Agreement and to the mandatory allocation rules of the Code and the Treasury Regulations, the net profits and losses of the Partnership, for both accounting and tax purposes, shall be allocated to and borne by the Partners in proportion to their respective ownership interests set forth above (the "Profit and Loss Distribution").

22. The profits and losses shall be accounted for by an accountant or accounting firm selected by the General Partners.

23. Distributions of available cash, if any, shall be made to the Partners in accordance with the Profit and Loss Distribution at such times as the General Partners shall determine, but no less frequently than ________.

24. Each Partner shall be responsible for such Partner's own taxes on any distribution or allocation made.

ARTICLE XIV. Voting.

25. On any matter requiring a vote of the General Partners, each General Partner shall be entitled to one vote of equal weight, except where this Agreement or the Act expressly provides for voting in proportion to interest or for a unanimous vote.

ARTICLE XV. Accounting.

26. Accurate and complete books of account of the transactions of the Partnership shall be kept in accordance with generally accepted accounting principles (GAAP) and, at all reasonable times, shall be available and open to inspection and examination by any Partner, subject to such reasonable standards as the General Partners may establish in accordance with the Act. The books and records of the Partnership shall reflect all the Partnership's transactions and shall be appropriate and adequate for the business conducted by the Partnership.

27. Accounting records shall be kept on an accrual basis unless otherwise determined by the General Partners.

28. As soon as reasonably practicable after the end of each fiscal year (each, an "Accounting Period"), each Limited Partner shall be provided with a report containing the balance sheet of the Limited Partnership as of the last day of the Accounting Period and a statement of profit and loss showing the amounts allocated to or against that Limited Partner's Capital Account with respect to that Accounting Period.

ARTICLE XVI. Annual Report.

29. As soon as practicable after the close of each fiscal year, the Partnership shall furnish to each Partner an annual report showing a full and complete account of the condition of the Partnership, consisting of at least the following:

a. all information necessary for the preparation of each Partner's income or other tax returns, including each Partner's Schedule K-1;

b. a copy of the Partnership's federal income tax return (Form 1065) for that fiscal year;

c. supporting income statements;

d. a balance sheet;

e. a cash flow statement;

f. a breakdown of the profit and loss attributable to each Partner; and

g. any additional information that the Partners may reasonably require.

ARTICLE XVII. Banking and Partnership Funds.

30. The funds of the Partnership shall be placed in such investments and banking accounts as shall be designated by the General Partners. All withdrawals from these accounts shall be made by the duly authorized agent or agents of the Partnership. Partnership funds shall be held in the name of the Partnership and shall not be commingled with those of any other person or entity.

31. The following Partner(s) or authorized signatory(ies) shall be entitled to sign checks and authorize disbursements from any Partnership account:

________

ARTICLE XVIII. Fiscal Year.

32. The fiscal year of the Partnership shall end on the following date each year: ________.

ARTICLE XIX. Audit.

33. Any Partner shall have the right to request an audit of the Partnership books. The cost of the audit shall be borne by the Partnership. The audit shall be performed by an independent certified public accounting firm acceptable to a majority in interest of the Partners.

ARTICLE XX. Management.

34. The business and affairs of the Limited Partnership shall be managed solely by the General Partner(s), who shall have the exclusive right and power to manage, operate, and control the Limited Partnership, and to do all things necessary or appropriate to carry on its business and purposes, including the right to incur and satisfy obligations relating to the operation of the Limited Partnership and to exercise all rights and powers conferred on the General Partner(s) by law.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

36. All the General Partners shall be consulted, and their advice and opinions obtained, as much as is practicable. However, the Managing Partner shall have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership shall be decided by a unanimous vote of the General Partners.

37. The following Partner shall serve as the Managing Partner: ________. The term "Managing Partner" shall also include any party subsequently appointed to that role.

38. In addition to day-to-day management tasks, the Managing Partner's duties shall include keeping, or causing to be kept, full and accurate business records for the Partnership in accordance with GAAP, and overseeing the preparation of any reports reasonably necessary to keep the Partners informed of the business performance of the Partnership.

39. A Managing Partner may voluntarily withdraw from the position of Managing Partner or may be replaced by a unanimous vote of the remaining General Partners. In the event of a withdrawal or removal of the Managing Partner from such position or from the Partnership, the remaining General Partners shall have equal rights in the management of the Partnership until and unless they appoint a successor Managing Partner.

40. The Managing Partner shall not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross negligence, fraud, or willful misconduct.

41. The Managing Partner is authorized to retain, secure, or enter into contracts with such persons or firms as may from time to time be required in the management of the Partnership's business, including, without limitation, arrangements with sales companies, attorneys, accountants, brokers, advertising firms, and insurance companies.

ARTICLE XXI. Contract Binding Authority.

42. All actions and decisions with respect to binding the Partnership in any contract outside the ordinary course of the Partnership's day-to-day business require a unanimous vote of the General Partners.

ARTICLE XXII. Compensation for Services Rendered.

43. Partners may be compensated for services actually rendered, as from time to time agreed by a unanimous vote of the General Partners.

ARTICLE XXIII. Reimbursement From the Limited Partnership.

44. The General Partners shall be entitled to reimbursement from the Limited Partnership for all out-of-pocket expenses reasonably paid or incurred on behalf of the Limited Partnership in connection with the performance of their functions or the discharge of their obligations under this Agreement. Such reimbursement shall have priority over cash distributions to Partners.

ARTICLE XXIV. Partnership Representative; Tax Matters.

45. The following Partner shall serve as the "Partnership Representative" of the Partnership for purposes of the centralized partnership audit procedures under the Bipartisan Budget Act of 2015 and Sections 6221 through 6241 of the Code (and any corresponding state-law provisions): ________. The Partnership Representative shall prepare, or cause to be prepared, all tax returns and reports for the Partnership and shall make any related elections that the General Partners deem advisable, including, where eligible, the election under Section 6221(b) of the Code or the "push-out" election under Section 6226 of the Code.

46. A Partnership Representative may voluntarily withdraw from that position or may be appointed or replaced by a majority in interest of the other Partners. In the event of a withdrawal of the Partnership Representative from the Partnership, the remaining General Partners shall appoint a successor as soon as practicable.

ARTICLE XXV. Meetings.

47. Regular meetings of the General Partners shall be held at such intervals as the General Partners determine, but no less frequently than ________.

48. Any General Partner may call a special meeting to resolve issues requiring a vote under this Agreement by providing all Partners with reasonable written notice. In the case of a special meeting, the meeting shall be restricted to the specific purpose for which it was called.

49. All meetings shall be held at a time and place, or by such remote means of communication, that is reasonable, convenient, and practical considering the circumstances of all Partners.

ARTICLE XXVI. Admitting a New General Partner.

50. A new General Partner may be admitted to the Partnership with the consent of all existing General Partners.

51. Any new General Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments, and shall execute such documents as are needed to effect the admission. Any new General Partner shall receive such interest in the Partnership as determined by a unanimous decision of the existing General Partners.

ARTICLE XXVII. Admitting a New Limited Partner.

52. A new Limited Partner may be admitted to the Partnership with the consent of the General Partners and a majority in interest of the existing Limited Partners.

53. Any new Limited Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments, and shall execute such documents as are needed to effect the admission. Any new Limited Partner shall receive such interest in the Partnership as determined by the General Partners. Any issuance of interests shall be made in compliance with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and applicable exemptions thereunder.

ARTICLE XXVIII. Transfer of Interests in Partnership.

54. No General Partner may assign, mortgage, pledge, sell, or otherwise transfer that General Partner's interest as General Partner in the Limited Partnership without the consent of a majority in interest of all other General Partners and the consent of a majority in interest of all of the Limited Partners.

55. The whole or any portion of the interest of a Limited Partner may be disposed of, provided that: (a) any disposition is not made to any person who is incompetent, has not attained the age of majority, or is not lawfully empowered to own such interest; (b) any disposition is made with the consent of the General Partners, none of whom is obligated under any circumstances to give consent; and (c) the disposing Limited Partner and the transferee execute and deliver to the General Partners all instruments necessary in connection with the disposition in a form satisfactory to the General Partners.

56. No disposition shall be effective if it would result in a termination of the Limited Partnership for purposes of federal income taxation (unless consented to by a majority in interest of the Partners) or in a violation of any federal or state securities law or any other applicable law.

57. The General Partners may, but shall not be obligated to, acquire interests in the Limited Partnership from any willing Limited Partner.

ARTICLE XXIX. Voluntary Withdrawal of a Partner.

58. Any Partner shall have the right to voluntarily withdraw from the Partnership, subject to the Act. Written notice of intention to withdraw must be served upon the remaining Partners at least ________ months prior to the intended withdrawal date.

59. Upon withdrawal, a General Partner shall become a Limited Partner and shall retain, as a Limited Partner, the economic interest previously held as a General Partner. If, after such withdrawal, one or more General Partners remain, those General Partners shall continue the business of the Limited Partnership.

60. The voluntary withdrawal of the sole or last remaining General Partner shall result in the dissolution of the Partnership unless the business is continued as provided in Article XXXI.

61. A withdrawing Partner (a "Dissociated Partner") shall exercise the right to withdraw only in good faith and shall act to minimize any present or future harm to the remaining Partners as a result of the withdrawal.

ARTICLE XXX. Involuntary Withdrawal of a Partner.

62. Events resulting in the involuntary withdrawal of a Partner shall include, but not be limited to: the death of a Partner; mental incapacity of a Partner; a disability preventing a Partner's reasonable participation in the Partnership; adjudicated incompetence of a Partner; breach of fiduciary duties by a Partner; criminal conviction of a Partner; expulsion of a Partner; operation of law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or reputation of the Partnership into disrepute.

63. The involuntary withdrawal of the sole or last remaining General Partner shall result in the dissolution of the Partnership unless the business is continued as provided in Article XXXI.

64. A trustee in bankruptcy or similar third party who may acquire a Dissociated Partner's interest in the Partnership shall acquire only that Partner's economic rights and interests, and shall not acquire any other rights of that Partner, be admitted as a Partner, or have the right to exercise any management or voting rights.

ARTICLE XXXI. Continuance of the Partnership.

65. Upon the death, retirement, withdrawal, expulsion, bankruptcy, dissolution, or other event causing the dissociation of a General Partner that would otherwise result in the dissolution of the Partnership, the remaining General Partners may, by unanimous vote, elect to continue the business of the Partnership within ninety (90) days of such event. If there are no remaining General Partners, the Limited Partners may, by majority vote in interest, elect to continue the business of the Partnership and admit one or more new General Partners to carry on its business, all to the extent permitted by the Act.

66. In the event the Partners elect to continue the business of the Partnership as provided in this Article, the interest of the Dissociated Partner shall be valued and settled in accordance with the provisions of this Agreement governing the valuation of interest, and the continuing Partners shall execute such documents and take such actions as are necessary to effect the continuation of the Partnership and to amend the Certificate of Limited Partnership accordingly.

ARTICLE XXXII. Dissolution.

67. Except as otherwise provided in this Agreement, the Partnership may be dissolved only with a majority in interest vote of all the General and Limited Partners, or upon the occurrence of any event requiring dissolution under the Act.

68. In the event of dissolution, each Partner shall share in any remaining assets or liabilities of the Partnership in proportion to such Partner's ownership interest (the "Dissolution Distribution").

69. Upon dissolution and liquidation of Partnership property, and after payment of all selling costs and expenses, the liquidator shall distribute the Partnership assets in the following order of priority, in accordance with the Act:

a. to creditors, including Partners who are creditors, in satisfaction of liabilities of the Partnership (other than liabilities for distributions to Partners), to the extent otherwise permitted by law;

b. to Partners in satisfaction of Partnership debt obligations owed to current Partners; and then

c. to the Partners in accordance with the Dissolution Distribution described above.

70. The claims of each priority group shall be satisfied in full before satisfying any claims of a lower priority group. Any excess of Partnership assets after liabilities, or any insufficiency in Partnership assets in resolving liabilities, shall be shared by the Partners in accordance with the Dissolution Distribution.

71. The General Partners shall administer the liquidation of the Limited Partnership and the termination of its business, and shall be allowed a reasonable time for the orderly liquidation of assets and discharge of liabilities to creditors so as to minimize losses. Notwithstanding anything to the contrary in this Agreement, the General Partners shall not be personally liable for the return of any part of any Partner's Capital Contribution, which return shall be made solely from Limited Partnership assets.

72. Except as otherwise provided in this Agreement, no dissolution or termination of the Limited Partnership shall relieve, release, or discharge any Partner, or any of their successors, assigns, heirs, or legal representatives, from any previous breach or default of, or any obligation incurred or accrued under, any provision of this Agreement, and all liabilities, claims, demands, or causes of action arising therefrom shall survive the dissolution and termination.

73. Upon compliance with the foregoing plan of liquidation and distribution, the Limited Partnership shall be terminated and the General Partners shall file, or cause to be filed, a Certificate of Cancellation of the Certificate of Limited Partnership with the Secretary of State.

ARTICLE XXXIII. Valuation of Interest.

74. In the absence of a written agreement setting a value, the value of the Partnership shall be based on the fair market value appraisal of all Partnership assets (less liabilities), determined in accordance with GAAP. The appraisal shall be conducted by an independent accounting firm agreed to by all Partners. An appraiser shall be appointed within a reasonable period of the date of withdrawal or dissolution, and the results shall be binding on all Partners. A withdrawing Partner's interest shall be based on that Partner's proportion of the Dissolution Distribution, less any outstanding liabilities the withdrawing Partner may have to the Partnership. The intent of this Article is to ensure the survival of the Partnership despite the withdrawal of any individual Partner.

75. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except where such assets have been reflected on the Partnership books immediately prior to valuation.

ARTICLE XXXIV. Goodwill.

76. The goodwill of the Partnership shall be assessed at an amount to be determined by appraisal using GAAP.

ARTICLE XXXV. Title to Partnership Property.

77. Title to all Partnership property shall remain in the name of the Partnership. No Partner or group of Partners shall have any ownership interest in such Partnership property, in whole or in part.

ARTICLE XXXVI. Force Majeure.

78. A Partner shall be free of liability to the Partnership where the Partner is prevented from executing such Partner's obligations under this Agreement, in whole or in part, due to force majeure, including earthquake, typhoon, flood, fire, war, epidemic, governmental action, or any other unforeseen and uncontrollable event, provided the Partner has communicated the circumstance of such event to all other Partners and has taken all appropriate action to mitigate such event.

ARTICLE XXXVII. Duty of Loyalty.

79. No Partner shall engage in any business, venture, or transaction, directly or indirectly, that is competitive with the business of the Partnership or that creates a direct conflict of interest with the Partnership, without the unanimous written consent of the remaining Partners. Any business, venture, or transaction with any appearance of conflict of interest must be fully disclosed to all other Partners. Failure to comply with this clause shall be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

ARTICLE XXXVIII. Duty of Accountability for Private Profits.

80. Each Partner must account to the Partnership for any benefit derived by that Partner, without the consent of the other Partners, from any transaction concerning the Partnership or any use by that Partner of Partnership property, name, or business connection. This duty continues to apply to transactions undertaken after the Partnership has been dissolved but before its affairs have been completely wound up.

ARTICLE XXXIX. Duty to Devote Time.

81. Each General Partner shall devote such time and attention to the business of the Partnership as the General Partners shall from time to time reasonably determine for the conduct of the Partnership business.

ARTICLE XL. Forbidden Acts.

82. No Partner may do any act in contravention of this Agreement.

83. No Partner may permit, intentionally or unintentionally, the assignment of express, implied, or apparent authority to a third party that is not a Partner in the Partnership.

84. No Partner may do any act that would make it impossible to carry on the ordinary business of the Partnership.

85. No Partner may confess a judgment against the Partnership.

86. No Partner shall have the right or authority to bind or obligate the Partnership with regard to any matter outside the intended purpose of the Partnership.

87. Any violation of the above Forbidden Acts shall be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

ARTICLE XLI. Limited Partners' Rights to Participate in Management.

88. Except as otherwise provided in this Agreement, the Limited Partners shall have only those rights granted to limited partners pursuant to the Act, and shall have no right to take any part in, or interfere with, the conduct, control, or management of the business of the Limited Partnership.

89. No Limited Partner shall have the power to sign for or bind the Limited Partnership.

90. Any exercise by the Limited Partners of their rights under this Agreement shall be deemed to be an action affecting the agreement among the Partners and not an action affecting the management or control of the business of the Limited Partnership, and shall not subject any Limited Partner to liability as a general partner.

ARTICLE XLII. Limited Partner Liability.

91. Subject only to the provisions of the Act applicable to the State, no Limited Partner shall have personal liability of any kind for any debts, liabilities, or other obligations of the Limited Partnership beyond such Limited Partner's Capital Contribution and any unpaid contribution such Limited Partner has agreed in writing to make.

ARTICLE XLIII. Indemnification.

92. To the fullest extent permitted by the Act, all Partners shall be indemnified and held harmless by the Partnership from and against any and all claims of any nature whatsoever arising out of a Partner's participation in Partnership affairs. A Partner shall not be entitled to indemnification under this Article for liability arising out of the gross negligence, fraud, or willful misconduct of the Partner, or the breach by the Partner of any provision of this Agreement. Indemnification under this Article shall be satisfied solely out of Partnership assets, and no Partner shall be personally liable for any such indemnification.

ARTICLE XLIV. Liability.

93. A Partner shall not be liable to the Partnership or to any other Partner for any mistake or error in judgment, or for any act or omission done in good faith and reasonably believed to be within the scope of authority conferred or implied by this Agreement or the Partnership.

94. The General Partners shall not be liable to the Limited Partners because any taxing authority disallows or adjusts any deductions or credits claimed in the Limited Partnership's income tax returns, or for the return of all or any portion of the capital contributions of the Limited Partners.

95. The General Partners shall be liable, responsible, and accountable in damages or otherwise to the Limited Partnership and the Partners for any acts performed by the General Partners arising out of or resulting from the fraud, bad faith, or gross negligence of the General Partners, or the failure of the General Partners to comply in any material respect with any representation, warranty, covenant, condition, or other agreement contained in this Agreement.

ARTICLE XLV. Liability Insurance.

96. The Partnership may acquire insurance on behalf of any Partner, employee, agent, or other person engaged in the business of the Partnership against any liability asserted against, or incurred by, them while acting in good faith on behalf of the Partnership.

ARTICLE XLVI. Life Insurance.

97. The Partnership shall have the right to acquire life insurance on the lives of any or all of the Partners whenever deemed necessary by the Partnership. Each Partner shall cooperate fully with the Partnership in obtaining any such policies.

ARTICLE XLVII. Amendments.

98. This Agreement may not be amended, in whole or in part, without the unanimous written consent of all Partners.

ARTICLE XLVIII. Governing Law; Jurisdiction.

99. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles. The Partners submit to the exclusive jurisdiction of the state and federal courts located in ________, State of ________, for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.

ARTICLE XLIX. Dispute Resolution.

100. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall, if not resolved by good-faith negotiation among the Partners, be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration to be conducted in ________. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. This provision shall be enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

ARTICLE L. Severability.

101. If any provision or term of this Agreement is held to be invalid, void, or unenforceable, this Agreement shall be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the remainder of the Agreement, valid and enforceable. If a court declines so to amend this Agreement, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included.

ARTICLE LI. Miscellaneous Provisions.

102. Time is of the essence in this Agreement.

103. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means or in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable state Uniform Electronic Transactions Act shall be deemed original signatures.

104. This Agreement contains the entire agreement between the Parties and supersedes all prior negotiations, understandings, statements, and representations, whether oral or written. Only the written terms of this Agreement shall bind the Parties.

105. This Agreement and the terms and conditions contained herein apply to and are binding upon the Partners' successors, assigns, executors, administrators, beneficiaries, and representatives.

106. All of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law.

107. Any notice to be given under this Agreement shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier, or sent by certified or registered United States mail, return receipt requested, postage prepaid, to the address of the relevant Party set out at the head of this Agreement, or to such other address as a Party may designate by notice. Notices shall be deemed received upon personal delivery, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the United States mail as provided above.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement in the manner prescribed by law as of the Execution Date first written above.

GENERAL PARTNER

________

Signature: _____________________________

Name: ________

Title: ________

Date: _____________________________

LIMITED PARTNER

________

Signature: _____________________________

Name: ________

Title: ________

Date: _____________________________

ACKNOWLEDGMENT

State of ________

County of ________

On this ________, before me, the undersigned notary public, personally appeared ________, proved to me through satisfactory evidence of identification to be the person(s) whose name(s) is/are signed on the foregoing instrument, and acknowledged to me that he/she/they executed the same voluntarily for the purpose therein stated.

Notary Public: _____________________________

My commission expires: ________