Limited Partnership Agreement

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement ('Agreement') is made and entered into as of this {{day}} day of {{month}}, {{year}}, by and among the parties listed below.

1. PARTIES

1.1. **General Partner(s):**

Name: {{general_partner_name}}

Address: {{general_partner_address}}

(hereinafter referred to as the 'General Partner')

1.2. **Limited Partner(s):**

Name: {{limited_partner_name}}

Address: {{limited_partner_address}}

(hereinafter referred to as the 'Limited Partner')

(The General Partner and the Limited Partner are hereinafter collectively referred to as the 'Partners' and individually as a 'Partner')

2. FORMATION OF LIMITED PARTNERSHIP

2.1. The Partners hereby form a limited partnership (the 'Partnership') pursuant to the laws of {{country}}.

2.2. The name of the Partnership shall be {{partnership_name}}.

2.3. The principal place of business of the Partnership shall be located at {{partnership_address}}, or such other place as the General Partner may determine from time to time.

3. PURPOSE OF THE PARTNERSHIP

3.1. The purpose of the Partnership is to {{purpose_of_partnership_description}} and to engage in any and all activities necessary, customary, or incidental thereto.

4. CAPITAL CONTRIBUTIONS

4.1. **General Partner's Contribution:** The General Partner shall contribute {{general_partner_contribution_description}} with an agreed value of {{general_partner_contribution_value}}.

4.2. **Limited Partner's Contribution:** The Limited Partner shall contribute an initial capital contribution of {{limited_partner_capital_contribution_amount}} in cash (or other assets as agreed) on or before {{contribution_due_date}}.

5. PROFIT AND LOSS ALLOCATIONS & DISTRIBUTIONS

5.1. **Allocations:** Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective percentage interests, which are: General Partner {{general_partner_percentage_interest}}% and Limited Partner {{limited_partner_percentage_interest}}%.

5.2. **Distributions:** Distributions of distributable cash shall be made to the Partners at such times and in such amounts as the General Partner may determine, in proportion to their respective percentage interests, after setting aside reserves for the Partnership's operations.

6. MANAGEMENT AND CONTROL

6.1. The General Partner shall have the sole and exclusive right to manage and control the business and affairs of the Partnership. The General Partner shall devote such time and attention to the Partnership's business as it deems necessary.

6.2. The Limited Partner shall not take part in the control, management, or operation of the Partnership's business, nor shall the Limited Partner have the power to bind the Partnership.

7. TERM AND TERMINATION

7.1. The term of the Partnership shall commence on the effective date of this Agreement and shall continue until {{termination_date_or_event}}, unless sooner terminated in accordance with the provisions of this Agreement.

7.2. Upon termination, the Partnership's assets shall be liquidated, and the proceeds distributed in the following order of priority: (a) to pay Partnership debts and liabilities; (b) to repay capital contributions; and (c) to the Partners in proportion to their respective interests.

8. GOVERNING LAW

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Limited Partnership Agreement as of the date first above written.

**GENERAL PARTNER(S):**

___________________________

{{general_partner_name}}

Date: {{general_partner_signature_date}}

___________________________

{{another_general_partner_name}} (if applicable)

Date: {{another_general_partner_signature_date}}

**LIMITED PARTNER(S):**

___________________________

{{limited_partner_name}}

Date: {{limited_partner_signature_date}}

___________________________

{{another_limited_partner_name}} (if applicable)

Date: {{another_limited_partner_signature_date}}