LIMITED PARTNERSHIP AGREEMENT

[PARTNERSHIP NAME] L.P.

(A [STATE OF FORMATION] Limited Partnership)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

[// GUIDANCE: Hyperlinks or auto-generated page numbers may be added in a word-processing system.]

1. DOCUMENT HEADER

1.1 Parties

This Limited Partnership Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among:

a. [GENERAL PARTNER LEGAL NAME], a [STATE] [ENTITY TYPE] (the “General Partner”); and
b. Each Person whose name appears on Schedule A attached hereto, in its capacity as a limited partner (each, a “Limited Partner,” and collectively, the “Limited Partners”).

The foregoing Persons are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Formation; Certificate

The Partnership was formed as a limited partnership pursuant to the [STATE] Revised Uniform Limited Partnership Act (the “Act”) by the filing of a Certificate of Limited Partnership with the [STATE FILING OFFICE] on [FORMATION DATE].

1.3 Name

The name of the limited partnership is “[PARTNERSHIP NAME] L.P.” or such other name as the General Partner may determine in accordance with this Agreement and the Act.

1.4 Principal Place of Business

[PRINCIPAL ADDRESS], or such other place as the General Partner may designate.

1.5 Purpose

The Partnership’s purpose is [DESCRIBE BUSINESS PURPOSE], and any lawful act or activity incidental or reasonably related thereto permitted under the Act.

1.6 Term

The Partnership shall continue until dissolved and wound up in accordance with Section 6.4.

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. All terms defined herein include the plural as well as the singular and vice-versa.

“Act” – Defined in Section 1.2.
“Affiliate” – With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person.
“Agreement” – This Limited Partnership Agreement, as amended from time to time.
“Arbitration Rules” – The Commercial Arbitration Rules of the American Arbitration Association then in effect.
“Capital Account” – The capital account maintained for each Partner pursuant to Section 3.7.
“Capital Contribution” – The total amount of cash, property, and services contributed to the Partnership by a Partner pursuant to Sections 3.2 and 3.3.
“Certificate” – The Certificate of Limited Partnership filed with the [STATE FILING OFFICE], as amended or restated.
“Code” – The Internal Revenue Code of 1986, as amended.
“Covered Person” – The Partnership, the General Partner, any Limited Partner, and their respective Affiliates, equity holders, managers, directors, officers, employees, and agents.
“Defaulting Partner” – A Partner in default under Section 6.1.
“GP” – The General Partner.
“Injunctive Relief” – Equitable or provisional relief, including temporary restraining orders or preliminary injunctions.
“LP” – A Limited Partner.
“Losses” – Any losses, damages, liabilities, deficiencies, claims, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind.
“Partnership” – [PARTNERSHIP NAME] L.P.
“Partnership Interest” – The ownership interest of a Partner in the Partnership, including the right to distributions, allocations, and information.
“Person” – Any individual, partnership, corporation, limited liability company, trust, estate, governmental authority, or other entity.
“Profits” and “Losses” – As determined under Section 3.5.
“Regulations” – The Treasury Regulations promulgated under the Code.
“Required LP Approval” – The affirmative vote or written consent of Limited Partners holding at least [PERCENTAGE]% of the then-outstanding Partnership Interests held by all Limited Partners.

[// GUIDANCE: Add or delete definitions to align with business deal.]

3. OPERATIVE PROVISIONS

3.1 Capital Contributions

a. Initial Contributions. Concurrently with execution of this Agreement, each Partner shall contribute the property or cash set forth opposite such Partner’s name on Schedule A.
b. Additional Contributions. No Partner shall be required to make additional Capital Contributions; however, the General Partner may call for additional contributions on a pro-rata basis, subject to Required LP Approval.

3.2 Allocation of Profits and Losses

Profits and Losses for each fiscal year shall be allocated among the Partners in proportion to their respective Capital Accounts, unless otherwise required by Section 704(c) of the Code and the Regulations.

3.3 Distributions

a. Timing. Distributable cash, as determined by the General Partner in good-faith discretion, shall be distributed at least annually.
b. Priority. Distributions shall be made (i) first, to the Limited Partners pro rata until they have received a cumulative, non-compounded preferred return of [__%] per annum on their Unreturned Capital Contributions; and (ii) thereafter, [__]% to the Limited Partners and [__]% to the General Partner.

3.4 Management and Authority

Except as expressly provided herein or required by non-waivable provisions of the Act, all Partnership powers shall be exercised exclusively by the General Partner. Limited Partners shall take no part in the control or management of the Partnership business and shall have no authority to bind the Partnership.

3.5 Fiscal Year and Accounting

The fiscal year of the Partnership shall end on [MONTH/DAY] of each year. Books and records shall be maintained in accordance with generally accepted accounting principles consistently applied.

3.6 Tax Matters Partner

The General Partner shall serve as the “Partnership Representative” under Code § 6223, with sole authority to act on behalf of the Partnership in all tax proceedings.

3.7 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Section 704(b) of the Code and the Regulations.

3.8 Bank Accounts

Funds of the Partnership shall be deposited in accounts in the Partnership’s name at financial institutions selected by the General Partner.

3.9 Insurance

The General Partner shall obtain and maintain, at Partnership expense, commercially reasonable liability insurance covering the Partnership and the Covered Persons.

3.10 Confidentiality

Each Partner shall hold in confidence all non-public information regarding the Partnership except as required by law or as authorized in writing by the General Partner.

3.11 Transfer Restrictions

No Partner may Transfer its Partnership Interest, in whole or in part, without the prior written consent of the General Partner, which may be withheld in the General Partner’s sole discretion, except for Permitted Transfers to Affiliates that agree in writing to be bound by this Agreement.

4. REPRESENTATIONS & WARRANTIES

4.1 By the General Partner

a. Organization; Authority. The General Partner is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement.
b. No Conflicts. The execution and delivery of this Agreement do not breach any agreement or violate any law applicable to the General Partner.

4.2 By Each Limited Partner

a. Power and Authorization. Such Limited Partner has full legal capacity or organizational power to execute and deliver this Agreement.
b. Investment Intent. Such Limited Partner is acquiring its Partnership Interest for investment and not with a view to resale in violation of applicable securities laws.
c. Sophistication. Such Limited Partner (i) is an accredited investor; (ii) has had access to all materials deemed necessary to make an informed investment decision; and (iii) understands the risks inherent in the investment.

4.3 Survival

All representations and warranties survive the execution of this Agreement and the admission of each Partner until the statute of limitations applicable to the underlying matter has expired.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of the General Partner

a. Compliance. Operate the Partnership in material compliance with all applicable laws.
b. Reporting. Provide to each Limited Partner, within [__] days after fiscal year-end, (i) audited financial statements; and (ii) Schedules K-1.
c. Maintenance of Records. Maintain the Partnership’s books and records in accordance with Section 3.5.

5.2 Negative Covenants of the General Partner

Without Required LP Approval, the General Partner shall not:
i. Cause the Partnership to incur indebtedness exceeding [DOLLAR LIMIT] in the aggregate outstanding at any time;
ii. Dissolve, merge, or consolidate the Partnership;
iii. Amend the Certificate or this Agreement in any manner adverse to the Limited Partners.

5.3 Covenants of the Limited Partners

Limited Partners shall (i) refrain from taking part in the management or control of the Partnership, and (ii) furnish such information as the Partnership may reasonably request for tax or regulatory purposes.

6. DEFAULT & REMEDIES

6.1 Events of Default

An “Event of Default” occurs if a Partner:
a. Fails to fund any required Capital Contribution within [__] days after notice;
b. Becomes the subject of voluntary or involuntary bankruptcy;
c. Breaches any material covenant, representation, or warranty herein and fails to cure within [__] days after written notice.

6.2 Remedies

Upon an Event of Default, the non-defaulting Partners may, in their discretion:
1. Suspend the Defaulting Partner’s right to receive distributions;
2. Purchase the Defaulting Partner’s Interest at the lesser of (i) fair market value (determined by an independent appraiser) or (ii) [__]% of the Defaulting Partner’s Capital Account;
3. Seek specific performance, damages, or any other remedy available at law or in equity.

6.3 Attorneys’ Fees

The prevailing Party in any action or proceeding arising under this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

6.4 Dissolution; Winding Up

The Partnership shall be dissolved upon the earliest of:
a. The unanimous written consent of the Partners;
b. The withdrawal, bankruptcy, or dissolution of the General Partner, unless a successor General Partner is appointed within 90 days; or
c. Entry of a decree of judicial dissolution under the Act.

Upon dissolution, the Partnership’s assets shall be applied and distributed in the following order: (i) to creditors; (ii) to establish reserves; (iii) to Partners in accordance with their positive Capital Account balances.

7. RISK ALLOCATION

7.1 Indemnification by General Partner

The General Partner shall indemnify, defend, and hold harmless each Limited Partner and its respective Covered Persons from and against any and all Losses arising out of or in connection with the Partnership, except to the extent such Losses result from the gross negligence, willful misconduct, or knowing violation of law by such Limited Partner.

[// GUIDANCE: “gp_indemnifies_lp” metadata implemented above.]

7.2 Limitation of Liability of Limited Partners

No Limited Partner shall be liable for the debts, obligations, or liabilities of the Partnership or any other Partner in excess of (i) the amount of its Capital Contribution and (ii) its share of undistributed profits, except to the extent required by the Act.

[// GUIDANCE: “lp_limited” metadata implemented above.]

7.3 Limitation of Liability of General Partner

The General Partner shall not be liable to the Partnership or the Limited Partners for any act or omission performed or omitted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, except for acts or omissions constituting fraud, gross negligence, or willful misconduct.

7.4 Insurance

The Partnership shall purchase and maintain appropriate liability insurance covering the Partnership and all Covered Persons.

7.5 Force Majeure

No Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of war, terrorism, riots, labor disputes, or governmental actions. The affected Party shall promptly notify the other Parties and resume performance as soon as reasonably practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of [GOVERNING LAW STATE], without regard to conflicts-of-laws principles.

8.2 Exclusive Jurisdiction for Injunctive Relief

Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE] (“Chosen Courts”) for the limited purpose of (i) seeking preliminary or permanent Injunctive Relief, or (ii) enforcing an arbitration award rendered pursuant to Section 8.3.

8.3 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement (except for matters described in Section 8.2) shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules then in effect.
a. Seat & Venue. The seat of arbitration shall be [CITY, STATE]; hearings shall be conducted in English.
b. Arbitrators. The tribunal shall consist of one (1) neutral arbitrator experienced in partnership and commercial matters.
c. Award. The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

8.5 Confidentiality of Proceedings

All arbitration proceedings, filings, and awards shall be confidential except as may be necessary to enforce an award or as otherwise required by law.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers

This Agreement may be amended, modified, or waived only by a written instrument signed by the General Partner and Limited Partners holding at least the Required LP Approval, except as otherwise expressly provided herein.

9.2 Assignment; Delegation

No Partner may assign its rights or delegate its obligations under this Agreement without the prior written consent of the General Partner, and any purported assignment in violation of this Section 9.2 shall be null and void ab initio.

9.3 Successors and Assigns

This Agreement is binding upon and inures to the benefit of the Parties and their respective successors, permitted assigns, heirs, and legal representatives.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

9.5 Entire Agreement

This Agreement, together with the Certificate and any schedules or exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

9.6 Counterparts; Electronic Signature

This Agreement may be executed in one or more counterparts (including by DocuSign or similar electronic means), each of which is deemed an original and all of which together constitute one and the same instrument.

9.7 Further Assurances

Each Party agrees to execute and deliver such additional documents and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

10. EXECUTION BLOCK

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

GENERAL PARTNER:

[GENERAL PARTNER LEGAL NAME]
By: ______
Name: ____
Title: _____
Date: ________

LIMITED PARTNERS:

(See Schedule A for signature pages of each Limited Partner.)
[// GUIDANCE:
1. Add notarization blocks where required by local law.
2. Attach “Schedule A – Limited Partners, Capital Contributions, and Percentages.”
3. Consider adding “Schedule B – Form of Subscription Agreement” for future LP admissions.]

[END OF AGREEMENT]