Partnership Agreement - Limited (Iowa)

LIMITED PARTNERSHIP AGREEMENT

STATE OF IOWA

Formed pursuant to the Iowa Revised Uniform Limited Partnership Act (Iowa Code Chapter 488)

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Formation; Name; Purpose; Term
4. Partners; Capital Contributions; Partnership Interests
5. Allocations; Distributions; Tax Matters
6. Management; Powers; Duties of General Partner
7. Limited Partners; Rights and Limitations
8. Representations and Warranties
9. Covenants and Restrictions
10. Books, Records, and Accounting
11. Indemnification; Limitation of Liability
12. Transfer of Interests; Admission; Withdrawal
13. Dissolution; Winding Up
14. Default and Remedies
15. Dispute Resolution
16. General Provisions
17. Execution Block
18. Schedules

1. DOCUMENT HEADER & RECITALS

This Limited Partnership Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among the undersigned parties.

1.1 Formation

The Partners hereby form a limited partnership (the "Partnership") under the Iowa Revised Uniform Limited Partnership Act, Iowa Code Chapter 488 (the "Act"), effective upon the filing of the Certificate of Limited Partnership with the Iowa Secretary of State pursuant to Iowa Code § 488.201.

1.2 Parties

• General Partner: [GENERAL PARTNER LEGAL NAME], a [STATE] [entity type], having a principal address at [ADDRESS] (the "General Partner")
• Limited Partner(s): The persons identified on Schedule A attached hereto (each a "Limited Partner" and collectively, the "Limited Partners")

(The General Partner and Limited Partners are collectively referred to as the "Partners.")

1.3 Recitals

A. The Partners desire to form a limited partnership for the purposes set forth herein;
B. Each Partner will make or has made the capital contributions described on Schedule A;
C. The Partners wish to set forth in writing their respective rights, obligations, and the terms governing the Partnership.

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

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Act" means the Iowa Revised Uniform Limited Partnership Act, Iowa Code Chapter 488, as amended.

"Adjusted Capital Account" means a Partner's Capital Account as adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 5.1.

"Capital Contribution" means the cash and fair market value of property (net of liabilities) contributed to the Partnership by a Partner.

"Certificate" means the Certificate of Limited Partnership filed with the Iowa Secretary of State.

"Code" means the Internal Revenue Code of 1986, as amended.

"Distributable Cash" means cash available for distribution after payment of operating expenses, debt service, and reserves.

"Event of Default" has the meaning set forth in Section 14.1.

"General Partner" has the meaning set forth in Section 1.2.

"Limited Partner" has the meaning set forth in Section 1.2.

"Majority Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

"Partnership" has the meaning set forth in Section 1.1.

"Percentage Interest" means, for each Partner, the percentage set forth opposite such Partner's name on Schedule A.

"Person" means any individual, corporation, partnership, limited liability company, trust, or other entity.

"Treasury Regulations" means the regulations promulgated under the Code.

3. FORMATION; NAME; PURPOSE; TERM

3.1 Name

The Partnership shall conduct business under the name "[PARTNERSHIP NAME], L.P." or such other name as the General Partner may determine, provided such name complies with Iowa Code § 488.108.

3.2 Principal Office

The principal office of the Partnership shall be at [ADDRESS], or such other place as the General Partner may designate.

3.3 Registered Agent and Office

The Partnership's registered agent is [REGISTERED AGENT NAME] and the registered office is [REGISTERED OFFICE ADDRESS], Iowa, as required by Iowa Code § 488.114.

3.4 Purpose

The purpose of the Partnership is to [DESCRIBE BUSINESS PURPOSE], and to engage in any lawful business activities incidental or ancillary thereto as permitted under the Act.

3.5 Term

The Partnership shall continue until dissolved in accordance with Section 13 or as otherwise provided by law.

4. PARTNERS; CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

4.1 Partners and Contributions

The names, addresses, Capital Contributions, and Percentage Interests of each Partner are set forth on Schedule A.

4.2 Initial Capital Contributions

Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before [DATE].

4.3 Additional Capital Contributions

(a) No Partner shall be required to make additional Capital Contributions without such Partner's written consent.
(b) If the General Partner determines additional capital is needed, it shall provide written notice to all Partners. Partners may contribute pro rata in accordance with their Percentage Interests.
(c) Failure to contribute when called may result in dilution of Percentage Interest as set forth in Section 4.5.

4.4 Interest on Capital

No Partner shall be entitled to interest on any Capital Contribution.

4.5 Dilution for Non-Contributing Partners

If a Partner fails to make a required additional Capital Contribution within thirty (30) days of the call, the contributing Partners' Percentage Interests shall be increased proportionately, and the non-contributing Partner's Percentage Interest shall be reduced accordingly.

4.6 Return of Capital

Except as expressly provided herein or required by law, no Partner may withdraw any part of its Capital Contribution without the consent of all Partners.

5. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

5.1 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

5.2 Allocation of Profits and Losses

(a) Profits shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) Losses shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation shall be made to a Limited Partner that would cause a deficit in such Partner's Adjusted Capital Account.

5.3 Regulatory Allocations

Notwithstanding Section 5.2, allocations shall be made as necessary to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2, including qualified income offset, minimum gain chargeback, and partner nonrecourse debt minimum gain chargeback provisions.

5.4 Distributions

(a) Distributable Cash shall be distributed at such times and in such amounts as the General Partner determines, in proportion to Percentage Interests.
(b) No distribution shall be made if prohibited under Iowa Code § 488.508.

5.5 Tax Matters Partner

The General Partner is designated as the "partnership representative" within the meaning of Code Section 6223 and shall have sole authority to act on behalf of the Partnership in tax matters.

5.6 Tax Elections

The General Partner may make any tax elections permitted under the Code, including an election under Section 754.

6. MANAGEMENT; POWERS; DUTIES OF GENERAL PARTNER

6.1 Management Authority

The General Partner shall have exclusive authority to manage the business and affairs of the Partnership. The Limited Partners shall have no right to participate in management except as expressly provided herein or required by law.

6.2 Powers of General Partner

The General Partner shall have full power and authority to do all things necessary or convenient to carry out the Partnership's business, including but not limited to:
(a) Entering into contracts and agreements;
(b) Acquiring, holding, and disposing of property;
(c) Borrowing money and granting security interests;
(d) Employing agents, employees, and professionals;
(e) Maintaining bank accounts;
(f) Commencing or settling litigation;
(g) Making distributions to Partners.

6.3 Actions Requiring Limited Partner Approval

Notwithstanding Section 6.2, the following actions require the approval of a Majority Interest of the Limited Partners:
(a) Amendment of this Agreement;
(b) Admission of a new General Partner;
(c) Sale of all or substantially all Partnership assets;
(d) Merger, conversion, or domestication;
(e) Voluntary dissolution;
(f) Any transaction between the Partnership and the General Partner or its Affiliates exceeding $[AMOUNT].

6.4 Standard of Care

The General Partner shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the General Partner reasonably believes to be in the best interests of the Partnership.

6.5 Compensation

The General Partner shall receive [DESCRIBE COMPENSATION OR "no separate compensation for management services, but shall be reimbursed for reasonable out-of-pocket expenses"].

7. LIMITED PARTNERS; RIGHTS AND LIMITATIONS

7.1 Limited Liability

No Limited Partner shall be liable for the debts, obligations, or liabilities of the Partnership beyond its Capital Contribution, except as otherwise provided by law.

7.2 No Participation in Management

Limited Partners shall not participate in the management or control of Partnership business. Participation in voting on matters specified in Section 6.3 shall not constitute participation in management.

7.3 Information Rights

Each Limited Partner shall have the right, upon reasonable notice, to inspect and copy Partnership books and records during normal business hours at the Partnership's principal office, as provided in Iowa Code § 488.304.

7.4 Meetings

The General Partner may call meetings of Limited Partners upon at least ten (10) days' written notice. Limited Partners holding at least twenty percent (20%) of Percentage Interests may request that the General Partner call a meeting.

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations by All Partners

Each Partner represents and warrants that:
(a) It has full power and authority to enter into this Agreement;
(b) Execution and performance do not conflict with any other agreement;
(c) It is acquiring its Partnership Interest for its own account and not for distribution;
(d) It has had the opportunity to consult independent legal and tax advisors.

8.2 Additional Representations by General Partner

The General Partner additionally represents that:
(a) It is duly organized and in good standing;
(b) It has all necessary authorizations to act as General Partner.

8.3 Survival

These representations and warranties survive execution of this Agreement.

9. COVENANTS AND RESTRICTIONS

9.1 Compliance with Law

The Partnership and Partners shall comply with all applicable laws and regulations.

9.2 Confidentiality

Each Partner shall keep confidential all proprietary information of the Partnership, except as required by law or with the consent of the General Partner.

9.3 Non-Competition

9.4 Maintenance of Records

The General Partner shall maintain complete books and records at the principal office as required by Iowa Code § 488.111.

9.5 Insurance

The Partnership shall maintain commercially reasonable insurance coverage as determined by the General Partner.

10. BOOKS, RECORDS, AND ACCOUNTING

10.1 Fiscal Year

The fiscal year shall end on [DECEMBER 31 / OTHER DATE].

10.2 Books and Records

The Partnership shall maintain accurate books of account using [CASH / ACCRUAL] method accounting in accordance with GAAP or such other method as the General Partner determines.

10.3 Reports

The General Partner shall provide to Limited Partners:
(a) Annual financial statements within ninety (90) days after fiscal year end;
(b) Tax information (Schedule K-1) within sixty (60) days after fiscal year end;
(c) Quarterly reports, if requested by a Majority Interest.

10.4 Bank Accounts

Partnership funds shall be deposited in accounts in the Partnership's name. Withdrawals require authorization of the General Partner.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 Indemnification of General Partner

The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, employees, and agents from and against all claims, damages, liabilities, and expenses arising from Partnership business, except for gross negligence, willful misconduct, or breach of this Agreement.

11.2 Indemnification by Partners

Each Partner shall indemnify the Partnership and other Partners from any claim arising from such Partner's breach of this Agreement or misrepresentation.

11.3 Limitation of Liability

(a) The General Partner shall not be liable for errors in judgment or actions taken in good faith.
(b) IN NO EVENT SHALL ANY PARTNER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

11.4 Advancement of Expenses

The Partnership may advance expenses to an indemnified party, subject to repayment if indemnification is ultimately not warranted.

12. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

12.1 Restrictions on Transfer

No Partner may sell, assign, pledge, or otherwise transfer its Partnership Interest without:
(a) Compliance with applicable securities laws;
(b) Prior written consent of the General Partner (which may be withheld in its sole discretion for Limited Partner transfers, or requires Majority Interest approval for General Partner transfers).

12.2 Right of First Refusal

If a Limited Partner receives a bona fide third-party offer, it shall first offer its Interest to the Partnership and then to the other Partners on identical terms.

12.3 Admission of New Partners

(a) New Limited Partners may be admitted with consent of the General Partner.
(b) New General Partners may be admitted only with consent of a Majority Interest of Limited Partners.

12.4 Withdrawal

(a) A Limited Partner may not withdraw prior to dissolution except with General Partner consent.
(b) The General Partner may not withdraw without ninety (90) days' prior written notice and consent of a Majority Interest.

12.5 Effect of Transfer

A transferee who is not admitted as a Partner shall be an assignee entitled only to allocations and distributions, without voting or other rights.

13. DISSOLUTION; WINDING UP

13.1 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of:
(a) Determination by the General Partner with Majority Interest consent;
(b) Sale or disposition of all Partnership assets;
(c) Entry of a decree of judicial dissolution under Iowa Code § 488.802;
(d) Administrative dissolution under Iowa Code § 488.809;
(e) Withdrawal, removal, or bankruptcy of the General Partner, unless a successor is appointed within ninety (90) days.

13.2 Winding Up

Upon dissolution, the General Partner (or a liquidating trustee if no General Partner) shall wind up affairs, liquidate assets, pay creditors, and distribute remaining proceeds to Partners in accordance with positive Capital Account balances.

13.3 Certificate of Cancellation

Upon completion of winding up, the General Partner shall file a Certificate of Cancellation with the Iowa Secretary of State pursuant to Iowa Code § 488.203.

14. DEFAULT AND REMEDIES

14.1 Events of Default

An "Event of Default" occurs if a Partner:
(a) Materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
(b) Becomes insolvent or files for bankruptcy;
(c) Commits fraud or engages in willful misconduct affecting the Partnership.

14.2 Remedies

Upon an Event of Default by a Limited Partner, the General Partner may:
(a) Suspend distributions to the defaulting Partner;
(b) Purchase the defaulting Partner's Interest at fair market value less a discount of [15-25]%;
(c) Pursue any other remedy at law or equity.

14.3 Attorneys' Fees

The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorneys' fees and costs.

15. DISPUTE RESOLUTION

15.1 Negotiation

The Partners shall first attempt to resolve any dispute through good faith negotiation.

15.2 Mandatory Arbitration

Any dispute not resolved within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in [CITY], Iowa. The arbitrator(s) shall have expertise in partnership or commercial matters and shall issue a reasoned award.

15.3 Injunctive Relief; Exclusive Jurisdiction

Notwithstanding Section 15.2, any party may seek temporary, preliminary, or permanent injunctive relief in the state or federal courts located in [COUNTY], Iowa, and each party irrevocably submits to the exclusive jurisdiction of such courts for that purpose.

15.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to conflict-of-laws principles.

16. GENERAL PROVISIONS

16.1 Amendments

This Agreement may be amended only by a written instrument signed by the General Partner and a Majority Interest of Limited Partners.

16.2 Waiver

No failure or delay in exercising any right shall operate as a waiver thereof.

16.3 Severability

If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

16.4 Entire Agreement

This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements concerning the subject matter hereof.

16.5 Notices

All notices shall be in writing and deemed given upon (i) personal delivery, (ii) confirmed email, (iii) overnight courier, or (iv) three (3) days after deposit in first-class mail, addressed to the Partner at its address on Schedule A.

16.6 Successors and Assigns

This Agreement binds and benefits the Partners and their respective successors and permitted assigns.

16.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are binding.

16.8 No Third-Party Beneficiaries

Nothing herein confers rights upon any Person other than the Partners.

17. EXECUTION BLOCK

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

GENERAL PARTNER:

[GENERAL PARTNER LEGAL NAME]

By: ___________________________________
Name: _________________________________
Title: __________________________________
Date: __________________________________

LIMITED PARTNER(S):

[LIMITED PARTNER 1 NAME]

Signature: ______________________________
Printed Name: ___________________________
Date: __________________________________

[LIMITED PARTNER 2 NAME]

Signature: ______________________________
Printed Name: ___________________________
Date: __________________________________

[Add additional signature blocks as needed]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B

CERTIFICATE OF LIMITED PARTNERSHIP INFORMATION

The following information shall be included in the Certificate filed with the Iowa Secretary of State:

1. Partnership Name: [NAME], L.P.
2. Registered Agent: [NAME]
3. Registered Office Address: [ADDRESS], Iowa [ZIP]
4. General Partner Name and Address: [NAME], [ADDRESS]
5. Effective Date: [DATE or "Upon Filing"]
6. Term: Perpetual / [SPECIFIED TERM]

SCHEDULE C

FORM OF JOINDER AGREEMENT

The undersigned hereby agrees to be bound by all terms and conditions of the Limited Partnership Agreement of [PARTNERSHIP NAME], L.P. dated [DATE], as a [General Partner / Limited Partner] with a Capital Contribution of $[AMOUNT] and a Percentage Interest of [X]%.

Signature: ______________________________
Printed Name: ___________________________
Date: __________________________________

Accepted by General Partner:
By: ___________________________________
Date: __________________________________