Passive Real Estate Partnership Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PASSIVE REAL ESTATE PARTNERSHIP AGREEMENT

This Passive Real Estate Partnership Agreement (the “Agreement”) is made and entered into effective as of {{effective_date}} (the “Effective Date”), by and among the following partners (collectively, the “Partners” and individually a “Partner”):

1. {{Partner_1_Name}}, residing at {{Partner_1_Address}}

2. {{Partner_2_Name}}, residing at {{Partner_2_Address}}

3. {{Partner_3_Name}}, residing at {{Partner_3_Address}} (if applicable)

WHEREAS, the Partners desire to form a passive real estate partnership for the purpose of acquiring, owning, operating, and ultimately selling certain real property as further described herein; and

WHEREAS, the Partners agree to be bound by the terms and conditions set forth in this Agreement.

1. Purpose of Partnership

The purpose of this Partnership is to acquire, hold, develop (if applicable), manage, lease, operate, and ultimately dispose of the real property located at {{property_address}} (the “Property”). The Partners acknowledge and agree that this Partnership is established for investment purposes, and active management of the Property shall be delegated as further defined in this Agreement.

2. Capital Contributions

Each Partner shall contribute capital to the Partnership as follows:

a. {{Partner_1_Name}}: {{Partners_1_Initial_Contribution}} ({{Partners_1_Contribution_Type}})

b. {{Partner_2_Name}}: {{Partners_2_Initial_Contribution}} ({{Partners_2_Contribution_Type}})

c. {{Partner_3_Name}}: {{Partners_3_Initial_Contribution}} ({{Partners_3_Contribution_Type}}) (if applicable)

Further capital contributions, if required, shall be agreed upon by a {{percentage_of_partners}} majority vote of the Partners and shall be made pro-rata according to each Partner’s initial capital contribution unless otherwise agreed in writing.

3. Profit and Loss Allocation

Net profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions, unless otherwise agreed by a unanimous vote of the Partners. Distributions of net profits shall be made {{distribution_frequency}}.

4. Management and Responsibilities

This is a passive partnership. Day-to-day management, leasing activities, maintenance, and operational decisions regarding the Property shall be the responsibility of {{managing_partner_or_entity}} (the “Managing Partner/Entity”). The Managing Partner/Entity shall operate the Property in a commercially reasonable manner and in the best interests of the Partnership. The passive Partners shall have no involvement in the day-to-day operations or management of the Property.

5. Term and Termination

The term of this Partnership shall commence on the Effective Date and shall continue until {{termination_date_or_event}}, unless earlier terminated by mutual agreement of all Partners in writing, or upon the sale of the Property.

6. Buyout Provisions

In the event a Partner wishes to withdraw from the Partnership, or if a Partner becomes deceased or incapacitated, the remaining Partners shall have the right of first refusal to purchase the withdrawing Partner’s interest in the Partnership. The valuation of the Partnership interest shall be determined by an independent appraisal by {{appraiser_name_or_method}} agreed upon by all parties. The purchase price shall be paid within {{buyout_payment_period}}.

7. Governing Law

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

8. Arbitration

Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of {{arbitration_body}}.

Signature Block

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

___________________________________

{{Partner_1_Name}}

Date: {{date}}

___________________________________

{{Partner_2_Name}}

Date: {{date}}

___________________________________

{{Partner_3_Name}} (if applicable)

Date: {{date}}