Limited Partnership Agreement (Indiana)

LIMITED PARTNERSHIP AGREEMENT

STATE OF INDIANA

Use gate. This form is a starting point for a privately negotiated Indiana
limited partnership. It is not a limited-liability-company agreement, limited
liability partnership registration, general-partnership agreement, securities
offering, franchise document, professional-entity filing, real-estate transfer,
tax opinion, or license application.

The current Indiana map is load-bearing:

• Formation and certificate rules are in IC 23-16-3.
• Limited-partner third-party liability is in IC 23-16-4-3.
• General-partner powers and liabilities are in IC 23-16-5-3.
• Dissolution, winding up, and distribution are in IC 23-16-9.
• IC 23-16-10 is repealed and must not be used for current dissolution terms.

1. AGREEMENT CONTROL

Effective Date: [__/__/____]

Limited Partnership Name: [________________________________]

Certificate Filing Number: [________________________________]

Certificate Filing Date and Time: [________________________________]

Delayed Effective Date/Time, if any: [________________________________]

Principal Office: [________________________________]

Registered Agent: [________________________________]

Registered Office: [________________________________]

Business Purpose: [________________________________]

Latest Dissolution Date stated in Certificate: [__/__/____]

Business Day: A date identified as a working day in Schedule F; weekends
are excluded unless that schedule expressly includes them.

Current schedules attached:

☐ A — Partners, contributions, and interests

☐ B — Certificate and filing-control record

☐ C — Management, authority, and voting matrix

☐ D — Economics, accounting, and tax instructions

☐ E — Property, data, and intellectual property

☐ F — Operations, compliance, insurance, and calendar

☐ G — Transfer, exit, valuation, winding-up, risk, and disputes

No business may begin until the certificate is filed and effective and required
licenses, registrations, approvals, insurance, ownership transfers, banking
authority, and advisor schedules are complete.

2. PARTNERS

General Partner

Legal Name: [________________________________]

Entity or Individual: [________________________________]

Address: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

Limited Partner 1

Legal Name: [________________________________]

Entity or Individual: [________________________________]

Address: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

Additional Limited Partners

[________________________________]

Each is a "Partner"; together, the "Partners." The entity governed by this
Agreement is the "Partnership."

3. FORMATION, NAME, AGENT, AND FILINGS

3.1 Written agreement. IC 23-16-3-1 requires a limited partnership to have a
partnership agreement. The Partners adopt this Agreement subject to completion
of its schedules.

3.2 Certificate formation. IC 23-16-3-2 requires an executed certificate of
limited partnership to be filed with the Secretary of State and states the
certificate contents. This Agreement does not form the Partnership without the
required filing.

3.3 Filing signature and effect. The authorized filer shall comply with
IC 23-0.5-2-1. Any effective time or delayed effective date must comply with
IC 23-0.5-2-3 and match the operational start reflected in Schedule B.

3.4 Name. Counsel shall confirm distinguishability under IC 23-0.5-3-1.
The name must contain "limited partnership" or "L.P." and must satisfy the
limited-partner-name rule in IC 23-0.5-3-2(b).

3.5 Registered agent. The Partnership shall designate and maintain an
eligible Indiana registered agent under IC 23-0.5-4-1 and IC 23-0.5-4-3.
Schedule B shall record consent, address, communications contact, and any
statement of change under IC 23-0.5-4-6.

3.6 Amendment tracker. Schedule B shall identify every event requiring a
certificate amendment. IC 23-16-3-3(b) requires filing within sixty days after
an event listed there. The responsible Partner shall preserve filing and
acceptance evidence.

3.7 Biennial report. The Partnership shall deliver the current biennial
report under IC 23-0.5-2-13 every two calendar years on the Secretary of State's
schedule. Schedule F shall state the due month, responsible person, current
information, identity-verification process, and filing evidence.

3.8 Cancellation filing. IC 23-16-3-4 requires a certificate of cancellation
upon dissolution and commencement of winding up or when there are no limited
partners. Schedule G shall assign the filing, effective time, and evidence.

4. PURPOSE AND SPECIALIZED-ACTIVITY GATE

4.1 Purpose. The Partnership may conduct only the business described in
Section 1 and Schedule F.

4.2 Insurance business restriction. IC 23-16-2-7 does not authorize a
limited partnership to make insurance within the meaning stated there.

4.3 Specialized business. The Partnership shall not engage in a licensed
profession, construction, public contracting, lending, insurance, health care,
real-estate brokerage, securities activity, regulated data processing, or other
specialized business until Schedule F identifies the controlling requirements,
responsible Partner, evidence, and renewal calendar.

5. CONTRIBUTIONS, INTERESTS, ECONOMICS, AND TAX

5.1 Contributions. Each Partner shall contribute only the cash, property,
services, rights, or commitments listed in Schedule A. Schedule E shall record
title, valuation, liens, consents, transfer instruments, and custody.

5.2 Separate percentages. Schedule A shall separately state voting, profit,
loss, and distribution percentages. No single percentage controls all issues
unless the completed Agreement expressly says so.

5.3 Additional capital.

☐ No additional contribution without the affected Partner's written consent

☐ Contributions may be requested under this completed process:
[________________________________]

The approval must state amount, due date, capital-or-loan treatment, changed
percentages, dilution, default consequences, tax treatment, and required
certificate or schedule updates.

5.4 Allocations and distributions. Schedule D shall state profit and loss
allocations, distribution priorities, reserves, Partner loans, compensation,
expense reimbursement, tax distributions, withholding, and adjustments after
transfer, withdrawal, death, or dissolution.

5.5 No fixed tax survey. A qualified tax advisor shall prepare a current
written schedule for the actual Partners, activities, assets, locations, and
elections. This Agreement does not hard-code a return, filing date, tax rate,
withholding result, basis result, county rule, or federal classification.

5.6 No automatic interest. No interest accrues on contributions, advances,
late amounts, or purchase obligations unless Schedule D or G states a reviewed
rate, basis, period, priority, and payment terms.

6. GENERAL PARTNER MANAGEMENT AND LIABILITY

6.1 Current rule. IC 23-16-5-3 gives a general partner the rights and powers,
restrictions, and liabilities stated there, subject to the article and this
Agreement. Schedule C allocates internal authority but does not eliminate
third-party liability.

6.2 Management model.

☐ Sole General Partner

☐ Multiple General Partners under Schedule C

☐ Management committee permitted by Schedule C

6.3 Ordinary-course authority: [________________________________]

6.4 Reserved matters. The following require the approval stated in
Schedule C:

☐ Amend the Agreement or Certificate

☐ Admit or remove a Partner

☐ Borrow, lend, guarantee, or grant security

☐ Buy, sell, lease, or encumber material assets

☐ Change the business, territory, or name

☐ Set allocations, distributions, or Partner compensation

☐ Enter a related-party transaction

☐ Settle a material claim

☐ Begin insolvency, dissolution, or winding-up action

☐ Other: [________________________________]

6.5 Authority controls. The Partnership shall use banking resolutions,
signature limits, counterparty notices, custody controls, approval records, and
other evidence stated in Schedule C.

6.6 Conflicts and related transactions. A General Partner shall disclose a
proposed conflict before commitment and use the disinterested approval and
record process in Schedule C.

6.7 General-partner risk. Each General Partner shall receive written advice
on IC 23-16-5-3, insurance, guarantees, own conduct, internal indemnity, and any
alternative entity structure before operations.

7. LIMITED PARTNER ROLE AND LIABILITY CONTROL

7.1 Liability warning. IC 23-16-4-3 states the conditions under which a
Limited Partner may face liability based on general-partner status, control
participation, reasonable third-party belief, or the name rule.

7.2 Approved Limited Partner actions. Schedule C shall map each proposed
Limited Partner action to the current safe-harbor text in IC 23-16-4-3(b) before
the action occurs.

7.3 No label-only protection. A title, passive-investor label, percentage,
or internal promise does not replace review of the Limited Partner's actual
conduct and third-party communications.

7.4 Communications. Marketing, contracts, websites, signature blocks,
business cards, customer messages, and authority records shall not imply that a
Limited Partner is a General Partner unless that role is intentionally and
lawfully assumed.

7.5 Information and voting. Schedule C shall state Limited Partner
information, meeting, consent, voting, committee, conflict, dissolution, asset,
debt, admission, and amendment rights after comparison to IC 23-16-4-3(b).

8. RECORDS, PROPERTY, DATA, PERSONNEL, AND INSURANCE

8.1 Records. Schedule F shall identify the location, owner, format,
retention, access, and backup for the Certificate, amendments, Agreement,
Partner list, contribution records, financial statements, tax materials,
approvals, licenses, insurance, and material contracts.

8.2 Property. Schedule E shall identify record owner, Partnership right,
value and advisor, liens, restrictions, consents, transfer evidence, custody,
maintenance, and exit treatment.

8.3 Data and systems. Before processing personal, confidential, regulated,
customer, or Partner data, Schedule E shall identify roles, data, purpose,
systems, access, locations, security, incidents, retention, return, deletion,
and required addenda.

8.4 Intellectual property. Schedule E shall identify preexisting materials,
Partnership-created materials, ownership, licenses, author or inventor
documents, third-party and open-source terms, enforcement, and exit rights. A
schedule entry does not transfer title.

8.5 Personnel. Schedule F shall identify employees, contractors, payroll,
benefits, supervision, worker classification, workplace rules, licenses, and
insurance responsibility.

8.6 Insurance. Schedule F shall state policies, limits, deductibles,
insureds, exclusions, tail coverage, evidence, notice received from carriers,
renewal, and claim responsibility.

9. TRANSFERS, ADMISSION, WITHDRAWAL, AND BUYOUT

9.1 Transfer restriction. A Partner may not transfer an interest except
under a signed instrument approved through Schedule C and Schedule G.

9.2 Rights separated. Every proposed transfer shall separately address
economic rights, management rights, admission, information, voting, creditor
issues, securities review, tax effects, and required consents.

9.3 Admission. Schedule C shall state the consent and joinder process for a
new General Partner or Limited Partner and every required Certificate
amendment.

9.4 Withdrawal notice: [____] days

9.5 Insolvency gate. Do not add or exercise a bankruptcy, insolvency,
receivership, or creditor-process trigger without transaction-specific review
of controlling law and any stay or nonwaivable restriction.

9.6 Valuation and purchase. Schedule G shall state the triggering event,
valuation date, standard, appraiser, discounts or absence of discounts,
insurance proceeds, offsets, payment terms, interest, security, releases, tax
treatment, and dispute process.

9.7 No automatic forfeiture. A default, withdrawal, death, or filing does
not automatically expel a Partner, forfeit capital, accelerate a transfer,
create a discount, or establish a remedy. Any selected result must be explicit
in Schedule G and reviewed with the current statute and actual facts.

10. DISSOLUTION, WINDING UP, AND CANCELLATION

10.1 Current section map. IC 23-16-9-1—not repealed IC 23-16-10-1—governs
nonjudicial dissolution and continuation after a qualifying General Partner
withdrawal. Schedule G shall map the actual event, approval, continuation
conditions, and Certificate terms.

10.2 Event map. Counsel shall compare the facts to each applicable
IC 23-16-9-1 path: the Certificate date, an Agreement event, the required
consent and class vote, General Partner withdrawal, or judicial dissolution.

10.3 Winding-up authority. IC 23-16-9-3—not repealed IC 23-16-10-3—states
the default persons who may wind up. Schedule G shall identify the proposed
person, authority evidence, controls, advisors, court review if needed, and
reporting.

10.4 Winding-up plan. The authorized person shall address:

• stopping or completing operations;
• collecting receivables and resolving claims;
• preserving, selling, or transferring assets;
• employees, customers, vendors, and regulated communications;
• data, systems, records, licenses, and intellectual property;
• taxes, filings, reserves, insurance, and audits;
• creditor notice and payment;
• Partner distribution liabilities, contributions, and final distributions;
• transition, releases, and record retention; and
• the cancellation filing under IC 23-16-3-4.

10.5 Distribution order. IC 23-16-9-4—not repealed IC 23-16-10-4—states the
current order for creditors, distribution liabilities, return of contributions,
and Partnership Interests. Schedule G shall implement that order and shall not
pay a lower-ranked item ahead of a higher-ranked liability.

10.6 No automatic continuation. A continuation clause does not itself
satisfy IC 23-16-9-1, replace required consents, cure a Certificate issue,
eliminate creditor rights, or determine tax and valuation consequences.

11. REIMBURSEMENT, INDEMNITY, RISK, AND REMEDIES

11.1 Internal allocation. Schedule G may allocate reimbursement,
indemnification, advancement, defense, settlement, contribution, exclusions,
caps, insurance coordination, and payment mechanics after counsel reviews the
actual claims and available assets.

11.2 Third-party rights. Internal allocations do not by themselves
eliminate a claimant's rights, a General Partner's statutory liabilities, a
Limited Partner's control-based exposure, own-conduct liability, or a separately
signed guarantee.

11.3 No automatic remedy. This Agreement does not make an injunction, fee
award, no-bond order, exculpation, damage exclusion, forced sale, discounted
buyout, or forfeiture automatic.

12. DISPUTES AND GENERAL TERMS

12.1 Executive negotiation: [____] Business Days

12.2 Mediation: ☐ None ☐ Under attached Schedule G process

12.3 Arbitration: ☐ None
☐ Under a counsel-drafted addendum stating scope, administrator, rules, seat,
arbitrator qualifications, provisional relief, discovery, confidentiality,
fees, award form, court judgment, and any class or jury terms

12.4 Court route. Subject to jurisdiction and mandatory venue, courts
serving [________________________________] County, Indiana, or a federal court
with jurisdiction over that county.

12.5 Jury terms: ☐ No contractual waiver
☐ Counsel-reviewed conspicuous waiver in Schedule G

12.6 Fees and costs: ☐ Each side bears its own
☐ As stated in Schedule G

12.7 Governing law. Indiana law, subject to mandatory law and
conflict-of-laws analysis.

12.8 Notices. Schedule F identifies recipient, address, method, timing,
receipt rule, courtesy copies, and evidence.

12.9 Amendments. A signed writing using the affected-Partner approval rules
in this Agreement and the filing analysis in Schedule B.

12.10 Entire agreement. This Agreement and completed schedules supersede
prior discussions for their subject matter.

12.11 Severability: [________________________________]

12.12 Counterparts and electronic exchange. The Partners may sign
counterparts and exchange authenticated signature pages electronically after
counsel confirms transaction-specific consent, attribution, delivery, record,
notarial, filing, and retention requirements.

13. INDIANA STATUTORY GUARDRAILS

Counsel and the Partners confirm before filing or operations:

• ☐ The written Agreement satisfies IC 23-16-3-1.
• ☐ The Certificate satisfies IC 23-16-3-2 and the current filing form.

• ☐ The filing signature and effective time satisfy IC 23-0.5-2-1 and
  IC 23-0.5-2-3.

• ☐ The name satisfies IC 23-0.5-3-1 and IC 23-0.5-3-2.

• ☐ The registered agent record satisfies IC 23-0.5-4-1 and
  IC 23-0.5-4-3.

• ☐ Schedule B tracks IC 23-16-3-3 amendments and IC 23-0.5-4-6 changes.

• ☐ Schedule F tracks the IC 23-0.5-2-13 biennial report.
• ☐ Each General Partner received written advice on IC 23-16-5-3.
• ☐ Each Limited Partner's actual role was reviewed under IC 23-16-4-3.

• ☐ Schedule G uses IC 23-16-9-1, IC 23-16-9-3, and IC 23-16-9-4,
  not repealed Chapter 10.

• ☐ Schedule G assigns the IC 23-16-3-4 cancellation filing.

• ☐ Tax, title, creditor, securities, professional, licensing, data, employment,
  insurance, and regulated-industry issues have separate current advice.

14. EXECUTION

GENERAL PARTNER

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

LIMITED PARTNER 1

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

LIMITED PARTNER 2

Legal Name: [________________________________]

Authorized Signer and Capacity: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

SCHEDULE A — PARTNERS, CONTRIBUTIONS, AND INTERESTS

SCHEDULE B — CERTIFICATE AND FILING CONTROL

SCHEDULE C — MANAGEMENT, AUTHORITY, AND VOTING

SCHEDULE D — ECONOMICS, ACCOUNTING, AND TAX

Accounting method and fiscal year: [________________________________]

Allocations: [________________________________]

Distributions and reserves: [________________________________]

Partner compensation and reimbursement: [________________________________]

Partner loans and priority: [________________________________]

Tax distributions: [________________________________]

Tax elections and representative authority: [________________________________]

Withholding, reporting, and filing instructions: [________________________________]

Tax advisor and date: [________________________________]

SCHEDULE E — PROPERTY, DATA, AND INTELLECTUAL PROPERTY

SCHEDULE F — OPERATIONS, COMPLIANCE, INSURANCE, AND CALENDAR

Working-day calendar: [________________________________]

Notice process: [________________________________]

SCHEDULE G — TRANSFER, EXIT, WINDING UP, RISK, AND DISPUTES

Transfer and admission: [________________________________]

Withdrawal and valuation: [________________________________]

Dissolution event and continuation map: [________________________________]

Winding-up person and authority evidence: [________________________________]

Creditor, reserve, and distribution order: [________________________________]

Cancellation filing: [________________________________]

Data, personnel, customer, vendor, license, and IP transition: [________________________________]

Reimbursement, indemnity, caps, insurance, and remedies: [________________________________]

Mediation, arbitration, court, jury, fees, and confidentiality: [________________________________]

Severability and enforcement: [________________________________]

This limited-partnership starting point must be completed with all applicable
schedules and reviewed by qualified Indiana counsel and the Partnership's tax
advisor before filing, execution, or operations.