Passive Real Estate Partnership Agreement

PARTNERSHIP AGREEMENT

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. PARTNERSHIP FORMATION AND NAME

This Passive Real Estate Partnership Agreement (the “Agreement”) is made and entered into effective as of this {{day}} day of {{month}}, {{year}}, by and among the undersigned partners (hereinafter collectively referred to as the “Partners” and individually as a “Partner”).

The name of the partnership shall be {{partnership_name}} (the “Partnership”).

The principal place of business of the Partnership shall be {{partnership_address}} or such other place as the Partners may from time to time designate.

2. PURPOSE OF PARTNERSHIP

The purpose of the Partnership is to acquire, own, develop, manage, lease, operate, mortgage, sell, exchange, or otherwise dispose of real estate properties, with an emphasis on passive investment and income generation, specifically located at {{property_address}}.

3. CAPITAL CONTRIBUTIONS

Each Partner shall contribute capital to the Partnership as follows:

- {{partner_name_1}}: {{contribution_amount_1}} ({{contribution_percentage_1}}%)

- {{partner_name_2}}: {{contribution_amount_2}} ({{contribution_percentage_2}}%)

Additional capital contributions may be required by a vote of {{percentage_vote}}% of the Partners, as outlined in Section 6.

No Partner shall be entitled to interest on their capital contributions.

4. PROFIT AND LOSS SHARING

Net profits and net losses of the Partnership shall be allocated to the Partners in proportion to their respective capital contributions, as outlined in Section 3, or as otherwise agreed upon by {{percentage_vote}}% of the Partners in writing.

Distributions of profits shall be made {{distribution_frequency}} (e.g., quarterly, annually) or as determined by the Managing Partner(s).

5. MANAGEMENT AND RESPONSIBILITIES

The management of the Partnership shall be vested in the Managing Partner(s). The initial Managing Partner(s) shall be {{managing_partner_name(s)}}.

The Managing Partner(s) shall be responsible for the day-to-day operations, financial management, and strategic decisions related to the Partnership's properties.

Passive Partners shall have no management authority or responsibility for the day-to-day operations of the Partnership and shall not be liable for Partnership obligations beyond their capital contribution.

6. DECISION-MAKING

Major decisions, including but not limited to, the acquisition or disposition of properties, significant capital expenditures (exceeding {{threshold_amount}}), or changes to the Partnership Agreement, shall require the approval of Partners holding at least {{percentage_vote}}% of the total capital contributions.

Routine operational decisions shall be made by the Managing Partner(s).

7. DURATION AND DISSOLUTION

The Partnership shall commence on the effective date of this Agreement and shall continue until {{end_date}} or until dissolved earlier in accordance with the provisions of this Agreement.

Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (1) to satisfy Partnership debts and liabilities; (2) to repay capital contributions; and (3) to Partners in proportion to their profit-sharing ratios.

8. BUYOUT AND TRANSFER OF INTERESTS

No Partner shall transfer, assign, or encumber their partnership interest without the prior written consent of all other Partners, which consent shall not be unreasonably withheld.

In the event a Partner desires to sell their interest, they must first offer it to the remaining Partners under the same terms and conditions.

The valuation of a Partner's interest for buyout purposes shall be determined by an independent appraiser mutually agreed upon by the Partners.

9. GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Partners. If negotiations fail, the dispute shall be submitted to mediation, and if mediation is unsuccessful, to binding arbitration in accordance with the rules of {{arbitration_body}}.

SIGNATURES

IN WITNESS WHEREOF, the Partners have executed this Passive Real Estate Partnership Agreement as of the date first written above.

_____________________________

{{partner_name_1}} (Partner)

Date: _______________

_____________________________

{{partner_name_2}} (Partner)

Date: _______________

_____________________________

{{managing_partner_name(s)}} (Managing Partner(s))

Date: _______________