Limited Partnership Agreement (Montana)

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A MONTANA LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, each of whom is identified herein as either a General Partner or a Limited Partner of the Partnership formed under the laws of the State of Montana.

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under and pursuant to the Montana Uniform Limited Partnership Act, Mont. Code Ann. Section 35-12-501 et seq. (the "Act"), for the purposes and upon the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to file a Certificate of Limited Partnership with the Office of the Montana Secretary of State in accordance with Mont. Code Ann. Section 35-12-601;

WHEREAS, the parties have agreed to the respective capital contributions, profit and loss sharing ratios, and management responsibilities as set forth herein;

WHEREAS, the General Partner(s) shall have full and exclusive authority for the management of the Partnership's business and affairs, and the Limited Partner(s) shall have no right to participate in or control the management of the Partnership's business and affairs, except as expressly provided by the Act or this Agreement;

WHEREAS, the parties wish to establish and memorialize their respective rights, duties, liabilities, and obligations with respect to the Partnership and its business and affairs;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Montana Uniform Limited Partnership Act, Mont. Code Ann. Section 35-12-501 et seq., as amended from time to time.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

(c) "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.

(d) "Assignee" means a Person who has acquired a Transferable Interest but has not been admitted as a Partner.

(e) "Available Cash" means, with respect to any fiscal period, all cash receipts of the Partnership from any source during such period, less (i) all cash disbursements of the Partnership during such period, and (ii) all amounts set aside as reserves established by the General Partner in its reasonable discretion for working capital, capital expenditures, replacements, contingencies, debt service, and other legitimate Partnership purposes.

(f) "Bankruptcy" means, with respect to any Person, the occurrence of any of the following: (i) such Person commences a voluntary case under any federal or state bankruptcy, insolvency, or similar law; (ii) an involuntary case is commenced against such Person under any federal or state bankruptcy, insolvency, or similar law and is not dismissed within ninety (90) days; (iii) such Person makes a general assignment for the benefit of creditors; (iv) such Person consents to the appointment of a receiver, trustee, or liquidator of such Person or all or any substantial part of such Person's assets; or (v) a court of competent jurisdiction enters an order appointing a receiver, trustee, or liquidator of such Person and such order is not dismissed within ninety (90) days.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Article V and the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

(h) "Capital Contribution" means the total amount of cash and the agreed fair market value of any other property contributed or agreed to be contributed by a Partner to the capital of the Partnership.

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Montana Secretary of State pursuant to Mont. Code Ann. Section 35-12-601, as amended, supplemented, or restated from time to time.

(j) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

(k) "Dissociation" means the dissociation of a Partner from the Partnership as provided in Mont. Code Ann. Sections 35-12-1001 through 35-12-1005.

(l) "Distribution" means a transfer of money or other property from the Partnership to a Partner in the Partner's capacity as a Partner, or to an Assignee in the Assignee's capacity as an Assignee, but does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business.

(m) "Effective Date" means the date first set forth above in this Agreement.

(n) "Fiscal Year" means the fiscal year of the Partnership as set forth in Section 16.1.

(o) "General Partner" means any Person who has been admitted to the Partnership as a general partner in accordance with this Agreement and the Act and who has not dissociated as a general partner.

(p) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the Partner's Transferable Interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the Partnership.

(q) "Limited Partner" means any Person who has been admitted to the Partnership as a limited partner in accordance with this Agreement and the Act and who has not dissociated as a limited partner.

(r) "Majority in Interest" means Partners holding, in the aggregate, more than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to vote on the matter at issue.

(s) "Montana Department of Revenue" means the Montana Department of Revenue, the state agency responsible for administering Montana tax laws.

(t) "Net Profits" and "Net Losses" mean, respectively, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a), with appropriate adjustments as provided in this Agreement.

(u) "Partner" means a General Partner or a Limited Partner.

(v) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Exhibit A, as amended from time to time.

(w) "Person" means an individual, corporation, limited liability company, partnership, limited partnership, association, trust, estate, or any other entity or organization.

(x) "Principal Office" means the principal office of the Partnership as set forth in Section 2.4.

(y) "Secretary of State" means the Secretary of State of the State of Montana.

(z) "Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other disposition of all or any portion of a Partnership Interest, whether voluntary, involuntary, or by operation of law.

(aa) "Transferable Interest" means a Partner's right to receive distributions from the Partnership, as described in Mont. Code Ann. Section 35-12-1101.

(bb) "Treasury Regulations" means the federal income tax regulations, including temporary regulations, promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to and in accordance with the Act. The General Partner shall execute and deliver to the Montana Secretary of State for filing the Certificate of Limited Partnership in accordance with Mont. Code Ann. Section 35-12-601. The Certificate shall set forth: (a) the name of the limited partnership; (b) the street and mailing address of the initial designated office; (c) the name and street and mailing address of the initial agent for service of process; (d) the name and the street and mailing address of each general partner; and (e) whether the limited partnership is a limited liability limited partnership.

Section 2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name of the Partnership shall comply with the requirements of Mont. Code Ann. Section 35-12-505 and shall contain the words "limited partnership" or the abbreviation "L.P." or "LP." The name shall be distinguishable on the records of the Secretary of State from the name of any other entity organized, registered, or reserved under Montana law.

Section 2.3 Registered Agent and Office. The registered agent and registered office of the Partnership in the State of Montana shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], Montana [____]

The registered agent must be an individual who is a resident of Montana and whose business office is identical with the registered office, or a domestic or foreign entity authorized to do business in Montana, in accordance with Mont. Code Ann. Section 35-12-514. The General Partner may change the registered agent or registered office from time to time by filing the appropriate documents with the Secretary of State.

Section 2.4 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]

[________________________________], Montana [____]

The General Partner may change the principal office from time to time upon written notice to all Partners.

Section 2.5 Term. The Partnership shall commence upon the filing of the Certificate of Limited Partnership with the Montana Secretary of State (or such later date as specified in the Certificate) and shall continue in perpetuity until dissolved in accordance with Article XV of this Agreement and the provisions of the Act.

Section 2.6 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental or related thereto, and to engage in any other lawful business or activity in which a limited partnership may engage under the laws of the State of Montana, consistent with Mont. Code Ann. Section 35-12-504.

Section 2.7 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to qualify, register, or be organized under the laws of any other jurisdiction in which the Partnership transacts business and to execute, deliver, and file any certificates or documents necessary or desirable to effectuate such qualification, registration, or organization.

Section 2.8 Title to Partnership Property. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in such property. A Partner is not a co-owner of Partnership property and has no interest in Partnership property that can be transferred, either voluntarily or involuntarily.

ARTICLE III: PARTNERS

Section 3.1 General Partner(s). The name(s) and address(es) of the General Partner(s) of the Partnership are as follows:

No.	Name of General Partner	Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.2 Limited Partner(s). The name(s) and address(es) of the Limited Partner(s) of the Partnership are as follows:

No.	Name of Limited Partner	Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.3 Representations and Warranties. Each Partner, by executing this Agreement, represents and warrants to the Partnership and to all other Partners that:

(a) Such Partner has full legal capacity and authority to enter into and perform this Agreement and to make the Capital Contributions required hereunder;

(b) This Agreement constitutes a legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms;

(c) Such Partner is acquiring the Partnership Interest for investment purposes and for such Partner's own account and not with a view to the distribution or resale thereof in violation of applicable securities laws;

(d) Such Partner has been furnished with, or has had access to, all information regarding the Partnership and its proposed business activities that such Partner has requested;

(e) Such Partner acknowledges that the Partnership Interest has not been registered under the Securities Act of 1933, as amended, or under the Montana Securities Act (Mont. Code Ann. Title 30, Chapter 10), and may not be transferred except in compliance with all applicable securities laws;

(f) If such Partner is an entity, such Partner is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and

(g) The execution, delivery, and performance of this Agreement by such Partner will not conflict with or result in a breach of any agreement, instrument, order, judgment, or decree to which such Partner is a party or by which such Partner is bound.

ARTICLE IV: PARTNERSHIP PURPOSE AND BUSINESS

Section 4.1 Business of the Partnership. The business of the Partnership (the "Business") shall consist of:

(a) [________________________________];

(b) [________________________________];

(d) Such other lawful business activities as may be approved from time to time by the General Partner, subject to any limitations set forth in this Agreement.

Section 4.2 Powers of the Partnership. Subject to the limitations set forth in this Agreement and the Act, the Partnership shall have all powers necessary, convenient, or incidental to accomplish the purposes of the Partnership, including, without limitation:

(a) Acquiring, holding, managing, operating, improving, financing, refinancing, encumbering, selling, exchanging, leasing, and otherwise dealing with real and personal property of every kind and description;

(b) Entering into contracts, agreements, and other instruments of every kind and description;

(c) Borrowing money, issuing evidences of indebtedness, and securing the same by mortgage, pledge, deed of trust, or other encumbrance of the assets of the Partnership;

(d) Opening and maintaining bank accounts and investment accounts at financial institutions located in Montana or elsewhere;

(e) Employing or retaining agents, employees, managers, accountants, attorneys, and other professionals;

(f) Filing tax returns, annual reports, and other required documents with the Montana Secretary of State, Montana Department of Revenue, Internal Revenue Service, and other governmental agencies;

(g) Commencing, prosecuting, settling, or defending any proceeding in the Partnership's name in the courts of the State of Montana or elsewhere;

(h) Purchasing liability, property, and other insurance policies; and

(i) Doing any and all other acts and things necessary, desirable, or convenient to carry out the purposes of the Partnership.

Section 4.3 Restrictions on Business Activities. The Partnership shall not engage in any business activity that is not consistent with the purposes set forth in this Article IV without the prior written consent of a Majority in Interest of all Partners.

ARTICLE V: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name in Sections 3.1 and 3.2, as applicable, and as further detailed in Exhibit A, on or before [__/__/____] (the "Initial Contribution Date"). Capital Contributions may consist of cash, property, services rendered, promissory notes, or other obligations to contribute cash or property or to perform services, as permitted by Mont. Code Ann. Section 35-12-901.

Section 5.2 Additional Capital Contributions.

(a) No Partner shall be required to make any additional Capital Contributions to the Partnership beyond the initial Capital Contribution, unless otherwise agreed in writing by such Partner.

(b) If the General Partner determines that additional Capital Contributions are necessary or desirable for the business of the Partnership, the General Partner shall deliver written notice (the "Capital Call Notice") to all Partners specifying: (i) the total amount of additional Capital Contributions required; (ii) each Partner's proportionate share based on such Partner's Percentage Interest; (iii) the purpose for which the additional Capital Contributions are needed; and (iv) the date by which such additional Capital Contributions must be made (the "Capital Call Due Date"), which shall not be less than thirty (30) days from the date of such notice.

(c) If any Partner fails to make a required additional Capital Contribution by the Capital Call Due Date (a "Defaulting Partner"), the non-defaulting Partners may elect one or more of the following remedies:

☐ Make the additional Capital Contribution on behalf of the Defaulting Partner, which amount shall be treated as a loan to the Defaulting Partner bearing interest at the rate of [____]% per annum, compounded [☐ monthly / ☐ quarterly / ☐ annually];

☐ Reduce the Defaulting Partner's Percentage Interest in proportion to the shortfall, with a corresponding increase in the Percentage Interests of the non-defaulting Partners who funded the shortfall;

☐ Treat the non-defaulting Partners' additional contributions as additional Capital Contributions, thereby diluting the Defaulting Partner's Percentage Interest;

☐ Exercise any other remedy available under this Agreement, at equity, or under Montana law.

Section 5.3 Capital Accounts.

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

(i) Credited with the amount of cash and the fair market value of property (net of any liabilities secured by such property that the Partnership assumes or takes subject to) contributed by such Partner to the Partnership;

(ii) Credited with such Partner's distributive share of Net Profits and any items of income or gain specially allocated to such Partner pursuant to this Agreement;

(iii) Debited with the amount of cash and the fair market value of property (net of any liabilities secured by such property that the Partner assumes or takes subject to) distributed to such Partner by the Partnership; and

(iv) Debited with such Partner's distributive share of Net Losses and any items of loss or deduction specially allocated to such Partner pursuant to this Agreement.

(b) In the event of a Transfer of all or a portion of a Partnership Interest, the Capital Account of the transferor shall be transferred to the transferee to the extent it is attributable to the Partnership Interest transferred.

(c) The Capital Accounts shall be adjusted as necessary to comply with Treasury Regulations Section 1.704-1(b)(2)(iv) and the principles thereunder.

Section 5.4 Return of Capital Contributions. Except as otherwise provided in this Agreement or required by law, no Partner shall have the right to demand or receive the return of such Partner's Capital Contribution or any portion thereof. No Partner shall receive interest on any Capital Contribution or Capital Account balance unless otherwise expressly provided in this Agreement. No Partner shall be personally liable for the return of any other Partner's Capital Contribution.

Section 5.5 Loans by Partners. Any Partner may, with the prior written consent of the General Partner, make loans to the Partnership. Such loans shall not constitute Capital Contributions and shall not increase the lending Partner's Capital Account or Percentage Interest. Loans by Partners shall bear interest at a rate determined by the lending Partner and the General Partner and shall be repaid in accordance with terms agreed upon between the parties, subject to any limitations imposed by Montana usury laws.

ARTICLE VI: ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Allocation of Net Profits. Except as otherwise provided in Section 6.3, Net Profits for each Fiscal Year (or other applicable period) shall be allocated among the Partners in the following order of priority:

(a) First, to each Partner in proportion to and to the extent of the cumulative Net Losses previously allocated to such Partner under Section 6.2 that have not been offset by prior allocations of Net Profits under this Section 6.1(a) (the "Loss Recapture Allocation");

(b) Second, to the Partners in proportion to their respective Percentage Interests.

Section 6.2 Allocation of Net Losses. Except as otherwise provided in Section 6.3, Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in the following order of priority:

(a) First, to each Partner in proportion to and to the extent of the cumulative Net Profits previously allocated to such Partner under Section 6.1 that have not been offset by prior allocations of Net Losses under this Section 6.2(a);

(b) Second, to the Partners in proportion to their respective Percentage Interests; provided, however, that Net Losses shall not be allocated to any Limited Partner to the extent such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of the Fiscal Year. Any Net Losses in excess of this limitation shall be allocated entirely to the General Partner(s) in proportion to their respective Percentage Interests among General Partners.

Section 6.3 Special Allocations.

(a) Qualified Income Offset. If any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

(b) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year in accordance with Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any Fiscal Year, each Partner who has a share of such minimum gain shall be specially allocated items of Partnership income and gain for such year in accordance with Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss with respect to the partner nonrecourse debt to which such deductions are attributable, in accordance with Treasury Regulations Section 1.704-2(i)(1).

(f) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain or loss, as applicable, and allocated consistently with the Capital Account adjustments required by Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 6.4 Tax Allocations.

(a) Except as otherwise provided in this Section 6.4, each item of income, gain, loss, and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as the corresponding item of Net Profits or Net Losses is allocated under this Article VI.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property for federal income tax purposes and its initial fair market value.

(c) The General Partner shall select any reasonable method permitted under Treasury Regulations Section 1.704-3 for making allocations under Code Section 704(c).

ARTICLE VII: DISTRIBUTIONS

Section 7.1 Distributions of Available Cash. Subject to Section 7.3, Available Cash shall be distributed to the Partners at such times and in such amounts as determined by the General Partner in its reasonable discretion, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually], in the following order of priority:

(a) First, to the Partners in proportion to and to the extent of any accrued and unpaid preferred return (if applicable);

(b) Second, to the Partners in proportion to their respective Percentage Interests.

Section 7.2 Tax Distributions. Notwithstanding any other provision of this Article VII, prior to making any other Distributions, the Partnership shall distribute to each Partner, at such times as determined by the General Partner but no later than fifteen (15) days before each estimated tax payment date, an amount equal to such Partner's estimated tax liability arising from such Partner's share of Partnership income for the applicable period, calculated at the highest combined marginal federal and Montana state income tax rate applicable to individuals.

Section 7.3 Limitations on Distributions.

(a) No Distribution shall be made if, after giving effect to such Distribution, all liabilities of the Partnership (other than liabilities to Partners on account of their Partnership Interests and liabilities for which recourse is limited to specific Partnership assets) would exceed the fair value of the Partnership's assets.

(b) The General Partner may withhold from any Distribution to any Partner any amounts required to be withheld under the Code, Montana state tax law, or any other applicable law and shall remit such amounts to the appropriate taxing authorities. Any amounts so withheld shall be treated as Distributions to such Partner for all purposes of this Agreement.

Section 7.4 Distributions in Kind. No Partner may demand or receive Distributions in kind. The General Partner may, in its sole discretion, make Distributions in kind to the Partners. Any property distributed in kind shall be valued at its fair market value as determined by the General Partner in good faith, and the Capital Accounts shall be adjusted as if the property had been sold at fair market value.

ARTICLE VIII: MANAGEMENT AND VOTING RIGHTS

Section 8.1 Management by General Partner. The management, control, and conduct of the Partnership and its business and affairs shall be vested exclusively in the General Partner, as provided in Mont. Code Ann. Section 35-12-806. The General Partner shall have the full, exclusive, and complete right, power, and authority to manage the business and affairs of the Partnership and to do or cause to be done any and all acts deemed by the General Partner to be necessary, appropriate, or desirable in furtherance of the business and purposes of the Partnership.

Section 8.2 Specific Authority of General Partner. Without limiting the generality of Section 8.1, the General Partner shall have the authority, on behalf of the Partnership and without the consent or approval of any Limited Partner (except as otherwise expressly provided in this Agreement), to:

(a) Execute, deliver, and perform contracts, leases, agreements, and all other instruments of every kind;

(b) Open, maintain, and close bank and investment accounts and draw checks, drafts, or other orders for payment of money;

(c) Borrow money on behalf of the Partnership and issue evidences of indebtedness and secure the payment thereof by mortgage, deed of trust, pledge, or encumbrance of Partnership assets;

(d) Employ, retain, and dismiss employees, contractors, agents, attorneys, accountants, managers, and other professionals;

(e) Acquire, hold, manage, improve, lease, sell, exchange, and dispose of real and personal property, including Montana real estate;

(f) Purchase or obtain insurance for the Partnership, its assets, and the Partners;

(g) Commence, prosecute, settle, or defend any claims, actions, or proceedings in the name of the Partnership in the Montana District Courts, the Montana Supreme Court, federal courts, or any other court of competent jurisdiction;

(h) Make Distributions to Partners in accordance with this Agreement;

(i) Pay all taxes, assessments, fees, and other charges payable by the Partnership;

(j) Establish appropriate reserves for the Partnership;

(k) Make all elections and filings required or permitted under applicable tax laws;

(l) File the Partnership's annual report with the Montana Secretary of State; and

(m) Take all other actions that the General Partner deems necessary, desirable, or convenient in furtherance of the Partnership's purposes.

Section 8.3 Actions Requiring Consent of Limited Partners. Notwithstanding Section 8.2, the General Partner shall not take any of the following actions without the prior written consent of Partners holding at least [____]% of the aggregate Percentage Interests of the Limited Partners:

(a) The sale, exchange, or other disposition of all or substantially all of the assets of the Partnership outside the ordinary course of business;

(b) The merger, conversion, domestication, or consolidation of the Partnership with or into another entity;

(c) Any amendment to this Agreement or the Certificate that materially and adversely affects the rights of the Limited Partners;

(d) The admission of a new General Partner;

(e) Any transaction between the Partnership and the General Partner or any Affiliate of the General Partner that is not on arm's-length terms;

(f) The incurrence of Partnership indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;

(g) The commencement of a voluntary bankruptcy, insolvency, or similar proceeding;

(h) Any change in the principal purpose or nature of the Partnership's business;

(i) The issuance of additional Partnership Interests or the creation of new classes of Partnership Interests; and

(j) Any action that would make it impossible to carry on the ordinary business of the Partnership.

Section 8.4 Voting Rights of Limited Partners. Each Limited Partner shall be entitled to vote on those matters specified in Section 8.3 and on such other matters as are expressly provided in this Agreement or required by the Act. Each Limited Partner's voting power shall be proportional to such Limited Partner's Percentage Interest.

Section 8.5 Meetings of Partners.

(a) Meetings of the Partners may be called at any time by the General Partner or by Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners.

(b) Written notice of any meeting shall be delivered to each Partner not less than fifteen (15) days nor more than sixty (60) days prior to the date of the meeting, specifying the time, place, and purposes of the meeting.

(c) Partners may participate in meetings by telephone, video conference, or other electronic means of communication that allows all participants to hear and communicate with each other simultaneously.

(d) Any action that may be taken at a meeting of Partners may be taken without a meeting by written consent signed by Partners holding at least the minimum Percentage Interests required to authorize such action at a meeting.

Section 8.6 No Participation by Limited Partners in Management. Except as expressly provided in this Agreement or required by the Act, no Limited Partner shall take part in the management or control of the Partnership's business, transact any business in the Partnership's name, or have the power to sign documents for or otherwise bind the Partnership, as provided in Mont. Code Ann. Section 35-12-702.

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 General Duties. The General Partner shall devote such time and effort to the business and affairs of the Partnership as the General Partner reasonably determines is necessary for the proper management and operation thereof. The General Partner shall exercise the powers and duties granted to it under this Agreement and the Act in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, consistent with Mont. Code Ann. Section 35-12-803.

Section 9.2 Duty of Care. The General Partner's duty of care to the Partnership and the other Partners in the conduct and winding up of the Partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law, as provided in the Act.

Section 9.3 Duty of Loyalty. The General Partner's duty of loyalty to the Partnership and the other Partners includes:

(a) To account to the Partnership and hold as trustee for it any property, profit, or benefit derived by the General Partner in the conduct and winding up of the Partnership's activities or from a use by the General Partner of Partnership property, including appropriation of a Partnership opportunity;

(b) To refrain from dealing with the Partnership in the conduct or winding up of the Partnership's activities as or on behalf of a Person having an interest adverse to the Partnership; and

(c) To refrain from competing with the Partnership in the conduct of the Partnership's activities before the dissolution of the Partnership.

Section 9.4 Compensation of General Partner. The General Partner shall be entitled to receive the following compensation:

(a) An annual management fee equal to [____]% of [☐ gross revenues / ☐ net revenues / ☐ total capital contributions / ☐ net asset value] of the Partnership, payable [☐ monthly / ☐ quarterly / ☐ annually] in arrears;

(b) Reimbursement for all reasonable, documented out-of-pocket expenses incurred by the General Partner in connection with the Partnership's business; and

Section 9.5 Other Business Activities. Subject to Section 9.3:

☐ Option A: The General Partner shall devote substantially all of the General Partner's business time and efforts to the Partnership and shall not engage in any business activity that competes with the Partnership's Business without the prior written consent of a Majority in Interest of the Limited Partners.

☐ Option B: The General Partner may engage in other business activities and ventures of any nature, including businesses that compete with the Partnership, and neither the Partnership nor any Partner shall have any right to participate in or receive any benefit from such activities.

Section 9.6 Limitation of Liability. To the fullest extent permitted by law, the General Partner shall not be liable to the Partnership or to any Partner for any act or omission performed or omitted by the General Partner in good faith and in a manner reasonably believed to be in the best interest of the Partnership, unless such act or omission constitutes fraud, willful misconduct, gross negligence, or a material breach of this Agreement.

ARTICLE X: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limited Liability. In accordance with Mont. Code Ann. Section 35-12-703, a Limited Partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for any debt, obligation, or other liability of the Partnership solely by reason of being or acting as a Limited Partner, even if the Limited Partner participates in the management and control of the Partnership.

Section 10.2 Rights of Limited Partners. Each Limited Partner shall have the following rights:

(a) To receive Distributions as provided in this Agreement;

(b) To receive allocations of Net Profits and Net Losses as provided in this Agreement;

(c) To inspect and copy the books and records of the Partnership at the Limited Partner's expense during normal business hours, as provided in Mont. Code Ann. Section 35-12-704;

(d) To vote on those matters specified in Section 8.3 and on such other matters as are required by this Agreement or the Act;

(e) To bring a derivative action on behalf of the Partnership in accordance with Mont. Code Ann. Sections 35-12-1301 through 35-12-1306;

(f) To Transfer such Limited Partner's Transferable Interest, subject to the provisions of Article XII;

(g) To receive a formal account of Partnership affairs whenever circumstances render it just and reasonable; and

(h) To obtain from the General Partner, upon reasonable demand and for a purpose reasonably related to the Limited Partner's interest, true and full information regarding the state of the business and financial condition of the Partnership.

Section 10.3 Obligations of Limited Partners. Each Limited Partner shall:

(a) Make the Capital Contributions required under this Agreement;

(b) Comply with all terms and provisions of this Agreement;

(d) Maintain the confidentiality of the Partnership's confidential and proprietary information.

Section 10.4 No Right to Manage. Except as expressly provided in this Agreement, no Limited Partner shall have any right or authority to act for, bind, or otherwise obligate the Partnership in any manner.

ARTICLE XI: BOOKS, RECORDS, AND ACCOUNTING

Section 11.1 Books and Records. The Partnership shall maintain at its Principal Office (or such other location as the General Partner may designate) the following books and records:

(a) A current list showing the full name and last-known business or residential mailing address of each Partner, separately identifying General Partners and Limited Partners in alphabetical order;

(b) A copy of the Certificate and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate or any amendment thereto has been executed;

(c) Copies of the Partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years;

(d) Copies of this Agreement, including all amendments, and copies of any prior partnership agreements no longer in effect;

(e) Copies of the Partnership's financial statements for the three (3) most recent Fiscal Years;

(f) Minutes of every meeting of Partners and records of all actions taken by Partners without a meeting;

(g) A record of the Capital Contributions made by each Partner and the dates thereof;

(h) A record of all Distributions made to each Partner and the dates thereof; and

(i) Such other books and records as the General Partner deems appropriate or as required by the Act.

Section 11.2 Inspection Rights. Each Partner and such Partner's designated representatives shall have the right, upon reasonable advance written notice to the General Partner, during normal business hours at the Principal Office, to inspect and copy, at such Partner's own expense, the books and records described in Section 11.1, subject to Mont. Code Ann. Section 35-12-704.

Section 11.3 Financial Reporting. The General Partner shall cause to be prepared and furnished to each Partner:

(a) Within ninety (90) days after the end of each Fiscal Year, annual financial statements of the Partnership, consisting of a balance sheet, statement of income and expenses, statement of cash flows, and a statement of each Partner's Capital Account;

(b) Within seventy-five (75) days after the end of each Fiscal Year, all information necessary for the preparation of each Partner's federal and state income tax returns, including IRS Schedule K-1 and Montana Schedule K-1;

(d) Such other reports and financial information as any Partner may reasonably request.

Section 11.4 Accounting Method. The books and records of the Partnership shall be maintained on the [☐ cash / ☐ accrual] basis of accounting in accordance with generally accepted accounting principles (GAAP) consistently applied, or such other basis as the General Partner may determine to be appropriate and consistent with the Code and Treasury Regulations.

Section 11.5 Bank Accounts. All funds of the Partnership shall be deposited in the Partnership's name in accounts at one or more banks or financial institutions designated by the General Partner. All withdrawals from such accounts shall be made only by Persons authorized by the General Partner.

Section 11.6 Independent Accountants. The General Partner may retain a firm of independent certified public accountants to audit or review the books and accounts of the Partnership and to prepare tax returns. The costs of such services shall be expenses of the Partnership.

ARTICLE XII: TRANSFER OF PARTNERSHIP INTERESTS

Section 12.1 Restrictions on Transfer. No Partner may Transfer all or any portion of such Partner's Partnership Interest except in strict compliance with this Article XII, the Act, and all applicable federal and state securities laws. Any attempted Transfer that does not comply with this Article XII shall be void ab initio and of no force or effect.

Section 12.2 Transfer by General Partner. A General Partner may not Transfer all or any portion of the General Partner's Partnership Interest without the prior written consent of all Limited Partners.

Section 12.3 Transfer by Limited Partner.

(a) Right of First Refusal. Prior to any Transfer of a Partnership Interest by a Limited Partner (the "Offering Partner") to any Person who is not a Partner (a "Proposed Transferee"), the Offering Partner must first offer the Partnership Interest to the Partnership and the other Partners as follows:

(i) The Offering Partner shall deliver to the General Partner a written offer (the "Offer Notice") setting forth: the identity and address of the Proposed Transferee; the number and percentage of Partnership Interests to be transferred; the proposed purchase price and payment terms; and all other material terms and conditions of the proposed Transfer.

(ii) The Partnership shall have thirty (30) days from receipt of the Offer Notice (the "Partnership Option Period") to elect to purchase all (but not less than all) of the offered Partnership Interest on the terms stated in the Offer Notice.

(iii) If the Partnership does not exercise its option, the remaining Partners (excluding the Offering Partner) shall have an additional thirty (30) days (the "Partner Option Period") to elect to purchase, on a pro rata basis according to their respective Percentage Interests, all (but not less than all) of the offered Partnership Interest.

(iv) If neither the Partnership nor the remaining Partners purchase the offered Partnership Interest, the Offering Partner may complete the Transfer to the Proposed Transferee on terms no more favorable to the Proposed Transferee than those described in the Offer Notice, provided the Transfer is completed within ninety (90) days after expiration of the Partner Option Period.

(b) Conditions Precedent to Transfer. Any Transfer of a Partnership Interest shall be subject to the following conditions:

(i) Compliance with all applicable federal and state securities laws, including the Montana Securities Act (Mont. Code Ann. Title 30, Chapter 10);

(ii) The transferee shall execute a written instrument in form satisfactory to the General Partner agreeing to be bound by this Agreement;

(iii) The Transfer shall not cause the Partnership to be treated as a publicly traded partnership under Code Section 7704;

(iv) The Transfer shall not cause a termination of the Partnership under Code Section 708;

(v) The Offering Partner shall pay all reasonable costs and expenses incurred by the Partnership in connection with the Transfer, including attorneys' fees; and

(vi) The General Partner shall consent in writing, which consent shall not be unreasonably withheld.

Section 12.4 Effect of Transfer. A Transfer of a Transferable Interest does not entitle the transferee to participate in the management or conduct of the Partnership's activities or to inspect or copy the Partnership's records. A transferee of a Transferable Interest has only the rights of an Assignee as set forth in Mont. Code Ann. Section 35-12-1102.

Section 12.5 Admission as Substitute Partner. An Assignee may be admitted as a substitute Partner only with the written consent of all Partners and upon compliance with the requirements of Article XIII.

ARTICLE XIII: ADMISSION OF NEW PARTNERS

Section 13.1 Admission of New General Partner. A new General Partner may be admitted to the Partnership only upon:

(a) The unanimous written consent of all existing Partners;

(b) The new General Partner's execution of this Agreement or a joinder hereto;

(d) Compliance with all other applicable provisions of this Agreement and the Act.

Section 13.2 Admission of New Limited Partner. A new Limited Partner may be admitted to the Partnership upon:

(a) The prior written consent of the General Partner and a Majority in Interest of the existing Limited Partners;

(b) The new Limited Partner's execution of this Agreement or a joinder hereto;

(d) Compliance with all other applicable provisions of this Agreement and the Act.

Section 13.3 Amendment of Records. Upon the admission of any new Partner, this Agreement and the Certificate shall be amended as necessary to reflect the admission, and the General Partner is hereby authorized to execute and file such amendments.

ARTICLE XIV: WITHDRAWAL AND DISSOCIATION

Section 14.1 Dissociation of Limited Partner. A person is dissociated as a Limited Partner upon the occurrence of any event specified in Mont. Code Ann. Section 35-12-1001, including:

(a) The Partnership's having notice of the Limited Partner's express will to withdraw, effective on a date specified in the notice or, if no date is specified, on the date the Partnership receives the notice;

(b) An event agreed to in this Agreement as causing the Limited Partner's dissociation;

(d) Expulsion of the Limited Partner by unanimous consent of the other Partners if it is unlawful to carry on the Partnership's activities with that person as a Limited Partner;

(e) A judicial determination that the Limited Partner has engaged in conduct that makes it not reasonably practicable to carry on the Partnership's activities with such Limited Partner;

(f) The Limited Partner becoming a debtor in bankruptcy;

(g) In the case of an individual, the Limited Partner's death or the entry of an order by a court adjudging the Limited Partner incapacitated; and

(h) In the case of an entity, the termination or dissolution of such entity.

Section 14.2 Dissociation of General Partner. A person is dissociated as a General Partner upon the occurrence of any event specified in Mont. Code Ann. Section 35-12-1003, including:

(a) The Partnership's having notice of the General Partner's express will to withdraw as General Partner;

(b) An event agreed to in this Agreement;

(d) Expulsion by unanimous consent of the other Partners for specified cause;

(e) A judicial determination for specified cause;

(f) The General Partner becoming a debtor in bankruptcy;

(g) In the case of an individual, the General Partner's death or incapacity; and

(h) In the case of an entity, the termination, dissolution, or merger of such entity unless the surviving entity assumes the obligations of the dissociating General Partner.

Section 14.3 Effect of Dissociation of General Partner. Upon the dissociation of a General Partner:

(a) The dissociated General Partner's right to participate in the management and conduct of the Partnership's activities terminates immediately;

(b) The dissociated General Partner's duties of loyalty and care continue only with regard to matters arising and events occurring before the dissociation;

(c) The dissociated General Partner is entitled to receive, within a reasonable time, the fair value of the dissociated General Partner's Transferable Interest as of the date of dissociation; and

(d) If the Partnership has at least one remaining General Partner, the Partnership shall continue under the management of the remaining General Partner(s).

Section 14.4 Voluntary Withdrawal Restrictions.

(a) A Limited Partner may not voluntarily withdraw from the Partnership before its dissolution except upon [____] days' prior written notice to the General Partner and with the General Partner's written consent, which may be withheld in the General Partner's sole discretion.

(b) A General Partner may not voluntarily withdraw from the Partnership before its dissolution except upon [____] days' prior written notice to all Partners and with the prior written consent of a Majority in Interest of the Limited Partners.

(c) A Partner who wrongfully dissociates from the Partnership shall be liable to the Partnership and to the other Partners for damages caused by the wrongful dissociation.

ARTICLE XV: DISSOLUTION AND WINDING UP

Section 15.1 Events Causing Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, in accordance with Mont. Code Ann. Section 35-12-1201:

(a) The happening of an event specified in this Agreement, including the expiration of the term of the Partnership (if any);

(b) The consent of all Partners to dissolve;

(i) If the Partnership has at least one remaining General Partner, the consent to dissolve given within ninety (90) days after the dissociation by Partners owning a majority of the rights to receive distributions as Partners at the time of consent; or

(ii) If the Partnership does not have a remaining General Partner, the passage of ninety (90) days after the dissociation, unless before the end of that period Partners or transferees owning a majority of the rights to receive distributions as Partners consent to continue the activities of the Partnership and admit at least one General Partner;

(d) The entry of a decree of judicial dissolution under Mont. Code Ann. Section 35-12-1202; or

(e) Administrative dissolution by the Montana Secretary of State for failure to file annual reports or maintain a registered agent.

Section 15.2 Winding Up. Upon dissolution, the General Partner (or, if there is no remaining General Partner, a person appointed by a majority of the remaining Partners) shall wind up the Partnership's affairs in accordance with Mont. Code Ann. Section 35-12-1203 and shall:

(a) Collect, sell, and liquidate all of the Partnership's assets at the best prices reasonably obtainable;

(b) Apply and distribute the proceeds of such liquidation in the following order of priority:

(i) First, to the payment of all debts and obligations of the Partnership to creditors, including Partners who are creditors (to the extent otherwise permitted by law), in the order of priority as provided by law;

(ii) Second, to the establishment of reserves that the person winding up the Partnership deems reasonably necessary for contingent or unforeseen liabilities or obligations of the Partnership;

(iii) Third, to the repayment of any outstanding loans made by Partners to the Partnership; and

(iv) Fourth, to the Partners in accordance with the positive balances in their respective Capital Accounts, after giving effect to all allocations of Net Profits and Net Losses and all Distributions for the Fiscal Year in which the dissolution occurs;

(d) File a statement of termination with the Montana Secretary of State upon completion of winding up.

Section 15.3 Deficit Capital Accounts. Upon dissolution and winding up, no Partner shall be required to restore a deficit balance in such Partner's Capital Account, except as may be required by applicable law or a separate written agreement.

Section 15.4 Distribution in Kind. Upon dissolution, the person winding up the Partnership may distribute Partnership assets in kind if it reasonably determines that liquidation of such assets would be impractical or would cause undue loss to the Partners. Assets distributed in kind shall be valued at their fair market value as determined in good faith.

Section 15.5 Termination. The Partnership shall terminate when all assets have been distributed and the statement of termination has been filed with the Montana Secretary of State.

ARTICLE XVI: TAX MATTERS

Section 16.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall be the calendar year, unless the General Partner selects a different fiscal year permitted under the Code.

Section 16.2 Tax Elections. The General Partner shall have the authority to make all tax elections on behalf of the Partnership, including:

(a) An election under Code Section 754 to adjust the basis of Partnership property;

(b) An election to use any permissible method of depreciation or amortization;

(d) Any other election permitted by the Code, Treasury Regulations, or Montana tax law that the General Partner deems advisable.

Section 16.3 Tax Matters Partner / Partnership Representative.

(a) The General Partner is hereby designated as the "Partnership Representative" (as defined in Code Section 6223) for purposes of the Bipartisan Budget Act of 2015 and shall also serve as the "Tax Matters Partner" for any year to which such designation applies.

(b) The Partnership Representative shall have full authority to:

(i) Receive and respond to all communications from the Internal Revenue Service and the Montana Department of Revenue;

(ii) Represent the Partnership in tax audits, examinations, and administrative or judicial proceedings;

(iii) Make any election under Code Section 6226 to push out adjustments to the Partners;

(iv) Extend the statute of limitations for Partnership tax matters;

(v) Settle or compromise any tax matter on behalf of the Partnership; and

(vi) Take any other action authorized by the Code, Treasury Regulations, or Montana tax law.

(c) The Partnership Representative shall keep all Partners reasonably informed of any tax audits, examinations, or proceedings and shall not settle or compromise any tax matter that would have a material adverse effect on any Partner without consulting with such Partner in advance.

Section 16.4 Tax Returns. The General Partner shall cause the Partnership's federal, Montana state, and other applicable tax returns to be prepared and timely filed. Each Partner shall furnish all pertinent information in such Partner's possession necessary for the preparation of Partnership tax returns.

Section 16.5 Montana State Tax Matters. The Partnership shall comply with all applicable Montana tax requirements, including:

(a) Filing the Montana Partnership Information and Composite Tax Return (Form PR-1) with the Montana Department of Revenue;

(b) Providing each Partner with Montana Schedule K-1 reflecting such Partner's distributive share of Partnership income, deductions, and credits for Montana tax purposes;

(d) Filing any other returns, reports, or information required by the Montana Department of Revenue.

ARTICLE XVII: INDEMNIFICATION AND LIABILITY

Section 17.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and the General Partner's officers, directors, managers, members, partners, shareholders, employees, agents, and representatives (each, an "Indemnified Person") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or in connection with the management and conduct of the Partnership's business and affairs; provided, however, that no Indemnified Person shall be entitled to indemnification to the extent such claims, losses, or liabilities resulted from such Indemnified Person's fraud, willful misconduct, gross negligence, or material breach of this Agreement.

Section 17.2 Advancement of Expenses. The Partnership shall advance to any Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any proceeding for which indemnification may be sought under Section 17.1, upon receipt of a written undertaking by such Indemnified Person to repay such advances if it is ultimately determined that the Indemnified Person is not entitled to indemnification.

Section 17.3 Limitation of Liability of Limited Partners. No Limited Partner shall be personally liable for any debt, obligation, or other liability of the Partnership solely by reason of being a Limited Partner, as provided in Mont. Code Ann. Section 35-12-703. The liability of each Limited Partner shall be limited to such Limited Partner's Capital Contributions made or required to be made, plus such Limited Partner's share of any undistributed profits and assets of the Partnership.

Section 17.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of the Indemnified Persons and the Partnership against any liability asserted against them or incurred by them in their respective capacities.

Section 17.5 Survival. The indemnification and advancement obligations set forth in this Article XVII shall survive the dissolution and termination of the Partnership and the dissociation of any Partner.

ARTICLE XVIII: DISPUTE RESOLUTION

Section 18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, including the Montana Uniform Limited Partnership Act, Mont. Code Ann. Section 35-12-501 et seq., without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.

Section 18.2 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute"), the parties shall first attempt in good faith to resolve the Dispute by direct negotiation. Either party may initiate negotiation by delivering written notice to the other parties describing the Dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to resolve the Dispute through negotiation.

Section 18.3 Mediation. If a Dispute is not resolved through negotiation within thirty (30) days, any party may submit the Dispute to mediation. The mediation shall be conducted by a mediator mutually agreed upon by the parties, or if the parties cannot agree, by a mediator appointed by the [________________________________] County Montana District Court. The mediation shall be held in [________________________________], Montana. The costs of the mediator shall be shared equally among the parties to the Dispute.

Section 18.4 Arbitration or Litigation. If a Dispute is not resolved through mediation within sixty (60) days after initiation of mediation:

☐ Option A: Binding Arbitration. The Dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by [☐ one / ☐ three] arbitrator(s) in [________________________________], Montana. The arbitrator(s) shall apply Montana substantive law. Judgment upon the award may be entered in any Montana District Court or any court of competent jurisdiction, including the United States District Court for the District of Montana.

☐ Option B: Litigation. Any Dispute not resolved through mediation shall be submitted to the exclusive jurisdiction of the Montana District Court for [________________________________] County, Montana, or the United States District Court for the District of Montana, and each party hereby irrevocably submits to the jurisdiction of such courts.

Section 18.5 Attorneys' Fees. In any arbitration, mediation, or court proceeding arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs and expenses from the non-prevailing party.

Section 18.6 Equitable Relief. Notwithstanding any other provision of this Article XVIII, any party may seek temporary or preliminary injunctive relief or other equitable relief from any court of competent jurisdiction in Montana to prevent irreparable harm.

Section 18.7 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY MONTANA LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE XIX: AMENDMENTS

Section 19.1 Amendments to Agreement. This Agreement may be amended or modified only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that:

(a) No amendment shall modify the limited liability of any Limited Partner without such Limited Partner's written consent;

(b) No amendment shall alter any Partner's interest in Net Profits, Net Losses, or Distributions without such Partner's written consent;

(d) No amendment to this Section 19.1 shall be effective without the unanimous written consent of all Partners; and

(e) No amendment shall impose upon any Partner any obligation to make additional Capital Contributions without such Partner's written consent.

Section 19.2 Amendments to Certificate. The General Partner is authorized to amend the Certificate as necessary to reflect changes required by the Act, amendments to this Agreement, or other matters the General Partner deems appropriate, in accordance with Mont. Code Ann. Section 35-12-602.

ARTICLE XX: GENERAL PROVISIONS

Section 20.1 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given or delivered:

(a) When delivered personally to the party to whom directed;

(b) Three (3) business days after deposit in the United States mail, certified or registered, postage prepaid, return receipt requested;

(d) On the date of transmission, if sent by email with written confirmation of receipt;

in each case addressed to the party at the address set forth in Section 3.1 or Section 3.2 (or at such other address as such party may designate by written notice to the other parties).

Section 20.2 Entire Agreement. This Agreement, together with the Certificate, the Exhibits hereto, and any documents executed in connection herewith, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Partners relating thereto.

Section 20.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect.

Section 20.4 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

Section 20.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF copies shall be deemed original signatures.

Section 20.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No single waiver shall constitute a continuing waiver or a waiver of any other provision.

Section 20.7 Headings. The headings and captions in this Agreement are included for convenience of reference only and shall not be given any substantive effect.

Section 20.8 Construction. In this Agreement: (a) words in the singular include the plural and vice versa; (b) "herein," "hereof," "hereunder," and similar words refer to this Agreement as a whole; (c) "including" means "including, without limitation"; and (d) references to Sections, Articles, and Exhibits mean the Sections, Articles, and Exhibits of this Agreement.

Section 20.9 Further Assurances. Each Partner shall execute and deliver such further documents, instruments, and agreements, and take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement.

Section 20.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Partners, the Partnership, and their respective successors and permitted assigns. Nothing in this Agreement shall be construed to create any rights in favor of any creditor or other third party.

Section 20.11 Confidentiality. Each Partner agrees to maintain in confidence all confidential information regarding the Partnership's business, operations, financial condition, strategies, and affairs, and shall not disclose such information to any Person who is not a Partner or authorized representative of the Partnership, except as required by law, governmental regulation, or court order.

Section 20.12 Force Majeure. No Partner shall be liable for any failure or delay in performance under this Agreement resulting from causes beyond such Partner's reasonable control, including acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil disturbance, governmental action, or labor disputes.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned parties have executed this Limited Partnership Agreement as of the Effective Date first set forth above.

GENERAL PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

NOTARY ACKNOWLEDGMENT

STATE OF MONTANA

COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, a Notary Public in and for the State of Montana, personally appeared:

☐ [________________________________], as General Partner

☐ [________________________________], as Limited Partner

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.

Notary Public Signature: [________________________________]

Printed Name of Notary: [________________________________]

My Commission Expires: [__/__/____]

Notary Public for the State of Montana

Residing at: [________________________________]

[NOTARIAL SEAL]

EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

No.	Partner Name	Type	Cash Contribution	Property Description	FMV of Property	Total Contribution	Percentage Interest
1.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
6.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
7.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
TOTAL						$[________________________________]	100%

EXHIBIT B: CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The following information is required for the Certificate of Limited Partnership to be filed with the Montana Secretary of State pursuant to Mont. Code Ann. Section 35-12-601:

1. Name of Limited Partnership: [________________________________], L.P.

2. Street and Mailing Address of Designated Office:

[________________________________]

[________________________________], Montana [____]

3. Name and Street and Mailing Address of Agent for Service of Process:

Name: [________________________________]

Address: [________________________________]

[________________________________], Montana [____]

4. Name and Street and Mailing Address of Each General Partner:

General Partner 1: [________________________________]

Address: [________________________________]

[________________________________], Montana [____]

General Partner 2: [________________________________]

Address: [________________________________]

[________________________________], Montana [____]

5. Limited Liability Limited Partnership Election:

☐ This limited partnership elects to be a limited liability limited partnership (LLLP) pursuant to Mont. Code Ann. Section 35-12-601(a)(5).

☐ This limited partnership does NOT elect to be a limited liability limited partnership.

6. Effective Date:

☐ Upon filing with the Secretary of State

☐ Delayed effective date: [__/__/____] (not more than 90 days after date of filing)

Filing Information:

Filing Office: Montana Secretary of State, Business Services Division
Address: P.O. Box 202801, Helena, Montana 59620-2801
Physical Address: Montana State Capitol, Room 260, Helena, Montana 59601
Phone: (406) 444-3665
Website: sosmt.gov
Filing Fee for Certificate of Limited Partnership: $20.00
Annual Report Fee: $20.00

EXHIBIT C: CONSENT OF REGISTERED AGENT

The undersigned, [________________________________], hereby consents to serve as the registered agent in the State of Montana for [________________________________], L.P., a Montana limited partnership, in accordance with Mont. Code Ann. Section 35-12-514.

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Montana [____]

Sources and References

Montana Uniform Limited Partnership Act: Mont. Code Ann. Section 35-12-501 et seq.
Montana Secretary of State, Business Services: https://sosmt.gov
Montana Code Annotated, Title 35, Chapter 12: https://leg.mt.gov/bills/mca/title_0350/chapter_0120/parts_index.html
Montana Department of Revenue: https://mtrevenue.gov
Montana Securities Act: Mont. Code Ann. Title 30, Chapter 10
Internal Revenue Code Section 704 (Partner's Distributive Share): 26 U.S.C. Section 704
Treasury Regulations Section 1.704-1(b) (Capital Account Maintenance)
Uniform Limited Partnership Act (2001) (Last Amended 2013), Uniform Law Commission

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Last updated: March 2026

Limited Partnership Agreement (Montana)