Limited Partnership Agreement Long Form

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:

**{{general_partner_name}}** (Registration Number: {{general_partner_registration_number}}), with its principal place of business at {{general_partner_address}}, acting as the General Partner (hereinafter referred to as "General Partner"); and

**{{limited_partner_name}}** (Registration Number: {{limited_partner_registration_number}}), with its principal place of business at {{limited_partner_address}}, acting as a Limited Partner (hereinafter referred to as "Limited Partner").

(Collectively, the "Partners" and individually, a "Partner").

1. Formation of Limited Partnership

1.1 The Partners hereby form a limited partnership under the laws of {{jurisdiction}} (the "LP"), to be known as "{{partnership_name}}".

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

1.3 The purpose of the LP shall be to engage in {{description_of_business_activities}} and any other lawful acts or activities incidental or related thereto.

2. Capital Contributions

2.1 **General Partner's Contribution:** The General Partner shall contribute {{general_partner_contribution_amount}} in cash (or assets as per Schedule A) to the LP.

2.2 **Limited Partner's Contribution:** The Limited Partner shall contribute {{limited_partner_contribution_amount}} in cash (or assets as per Schedule B) to the LP.

2.3 **Additional Contributions:** No Partner shall be required to make any additional capital contributions to the LP without their express written consent.

2.4 **Capital Accounts:** A separate capital account shall be maintained for each Partner, reflecting their contributions, distributions, and share of profits and losses.

3. Management and Control

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

3.2 **Limited Partner:** The Limited Partner shall not take part in the control, management, or operation of the business of the LP, and shall not have the power to bind the LP.

3.3 **Fiduciary Duty:** The General Partner shall owe a fiduciary duty to the LP and the Limited Partner, and shall act in good faith and in the best interests of the LP.

4. Allocation of Profits and Losses

4.1 **Profits:** Net profits of the LP shall be allocated to the Partners in the following proportions: General Partner {{general_partner_profit_percentage}}%, Limited Partner {{limited_partner_profit_percentage}}%.

4.2 **Losses:** Net losses of the LP shall be allocated to the Partners in the following proportions: General Partner {{general_partner_loss_percentage}}%, Limited Partner {{limited_partner_loss_percentage}}%.

4.3 **Draws and Distributions:** Distributions of cash or other assets shall be made at the discretion of the General Partner, provided that such distributions do not impair the solvency of the LP.

5. Term and Dissolution

5.1 **Term:** The term of the LP shall commence on the effective date of this Agreement and shall continue until {{termination_date}}, unless dissolved earlier in accordance with the provisions of this Agreement.

5.2 **Dissolution Events:** The LP shall be dissolved upon:

(a) The unanimous written consent of all Partners;

(b) The withdrawal, bankruptcy, or dissolution of the General Partner, unless a successor General Partner is appointed within {{days_for_successor}} days;

(c) The sale of substantially all of the assets of the LP; or

(d) As otherwise provided by law.

6. Indemnification and Liability

6.1 **General Partner Indemnification:** The LP shall indemnify and hold harmless the General Partner from and against any and all claims, liabilities, and expenses arising from the General Partner's good faith actions on behalf of the LP, to the fullest extent permitted by law.

6.2 **Limited Partner Liability:** The liability of the Limited Partner for the debts and obligations of the LP shall be limited to the amount of their capital contribution.

7. Governing Law and Dispute Resolution

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

7.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the {{arbitration_institution}}.

8. General Provisions

8.1 **Entire Agreement:** This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

8.2 **Amendments:** No amendment or modification of this Agreement shall be valid unless in writing and signed by all Partners.

8.3 **Notices:** All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by email to the addresses set forth in this Agreement.

8.4 **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Signature Block

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

**GENERAL PARTNER:**

_____________________________

By: {{general_partner_signature_name}}

Title: {{general_partner_title}}

Date: {{general_partner_signature_date}}

**LIMITED PARTNER:**

_____________________________

By: {{limited_partner_signature_name}}

Title: {{limited_partner_title}}

Date: {{limited_partner_signature_date}}