Limited Partnership Agreement 2

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement (“Agreement”) is made and entered into effective as of {{effective_date}} (the “Effective Date”) by and among:

1. **General Partner(s):** {{general_partner_name(s)}}, with a principal place of business at {{general_partner_address(s)}} (collectively, the “General Partner(s)”); and

2. **Limited Partner(s):** {{limited_partner_name(s)}}, with a principal place of business at {{limited_partner_address(s)}} (collectively, the “Limited Partner(s)”).

The General Partner(s) and Limited Partner(s) are hereinafter collectively referred to as the “Partners” and individually as a “Partner.”

RECITALS

WHEREAS, the Partners desire to form a limited partnership (the “Partnership”) for the purpose of {{purpose_of_partnership}};

WHEREAS, the General Partner(s) shall be responsible for the management and control of the Partnership’s business, and the Limited Partner(s) shall contribute capital but shall have no active role in the management or control of the Partnership’s business;

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

FORMATION OF LIMITED PARTNERSHIP

The Partners hereby form a limited partnership under the laws of {{jurisdiction}} under the name of {{partnership_name}} (the “Partnership”). The Partnership shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of this Agreement.

PURPOSE OF THE PARTNERSHIP

The purpose of the Partnership is to engage in {{detailed_description_of_purpose}} and any other lawful activities related or incidental thereto.

CAPITAL CONTRIBUTIONS

Each Partner shall contribute capital to the Partnership as set forth in Schedule A attached hereto and incorporated herein by reference.

The General Partner(s) shall contribute {{general_partner_capital_contribution_amount}} and the Limited Partner(s) shall contribute {{limited_partner_capital_contribution_amount}}.

No Partner shall be required to make any additional capital contributions beyond those specified in Schedule A without the express written consent of all Partners.

ALLOCATION OF PROFITS AND LOSSES

Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions, or as otherwise agreed upon in writing by all Partners.

The allocation of profits and losses shall be determined as of {{allocation_period_end_date}} of each fiscal year.

DISTRIBUTIONS

Distributions of cash or other assets of the Partnership shall be made at such times and in such amounts as determined by the General Partner(s), subject to the provisions of this Agreement.

Distributions shall be made to the Partners in proportion to their respective capital contributions, unless otherwise agreed upon in writing by all Partners.

MANAGEMENT AND CONTROL

The General Partner(s) shall have the sole and exclusive right to manage and control the business and affairs of the Partnership. The Limited Partner(s) shall have no right to participate in the management or control of the Partnership’s business and shall not be liable for the debts or obligations of the Partnership beyond their capital contributions.

The General Partner(s) shall have the authority to {{general_partner_authorities_list}}.

ADMISSION OF NEW PARTNERS

No new General Partner or Limited Partner may be admitted to the Partnership without the express written consent of all existing Partners.

TERM AND TERMINATION

The Partnership shall continue until {{termination_event_description}} or until dissolved by mutual agreement of all Partners.

Upon termination, the Partnership’s assets shall be liquidated, and the proceeds distributed in the following order:

a. To creditors of the Partnership, in the order of priority as provided by law;

b. To Partners for the repayment of any loans made to the Partnership;

c. To Partners for the return of their capital contributions;

d. To Partners in proportion to their respective rights to share in distributions.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.

SIGNATURES

IN WITNESS WHEREOF, the Partners have executed this Limited Partnership Agreement as of the Effective Date.

**GENERAL PARTNER(S):**

_____________________________

{{general_partner_signature_name}}

_____________________________

{{general_partner_signature_name_2}}

**LIMITED PARTNER(S):**

_____________________________

{{limited_partner_signature_name}}

_____________________________

{{limited_partner_signature_name_2}}