Limited Partnership Agreement (North Carolina)

LIMITED PARTNERSHIP AGREEMENT

STATE OF NORTH CAROLINA

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of the [DAY] day of [MONTH], [YEAR] (the "Effective Date"), by and among the undersigned parties.

PARTIES

General Partner(s):

Limited Partner(s):

RECITALS

WHEREAS, the parties desire to form a limited partnership under the laws of the State of North Carolina, specifically pursuant to the North Carolina Revised Uniform Limited Partnership Act, N.C.G.S. Chapter 59 (the "Act");

WHEREAS, the General Partner(s) and Limited Partner(s) desire to set forth their respective rights, duties, and obligations with respect to the Partnership;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the North Carolina Secretary of State in accordance with N.C.G.S. § 59-201;

WHEREAS, the parties intend for this Agreement to govern the internal affairs of the Partnership and the relationships among the Partners; and

WHEREAS, the parties wish to memorialize the terms and conditions of their business relationship.

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

ARTICLE I: FORMATION AND NAME

Section 1.1 Formation

The Partners hereby form a limited partnership (the "Partnership") pursuant to the North Carolina Revised Uniform Limited Partnership Act, N.C.G.S. Chapter 59, and the terms and conditions set forth in this Agreement. The General Partner shall file a Certificate of Limited Partnership with the North Carolina Secretary of State in accordance with N.C.G.S. § 59-201, and shall take all other actions necessary to perfect and maintain the Partnership as a limited partnership under North Carolina law.

Section 1.2 Name

The name of the Partnership shall be:

[PARTNERSHIP NAME], L.P.

The Partnership may conduct business under such trade names or fictitious names as the General Partner may determine, provided that all required filings are made with the appropriate North Carolina authorities.

Section 1.3 Certificate of Limited Partnership

The General Partner shall cause to be filed with the North Carolina Secretary of State a Certificate of Limited Partnership and any amendments thereto as required by the Act. The Certificate shall contain all information required by N.C.G.S. § 59-201.

ARTICLE II: DEFINITIONS

Section 2.1 Definitions

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

"Act" means the North Carolina Revised Uniform Limited Partnership Act, N.C.G.S. Chapter 59, as amended from time to time.

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

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

"Agreement" means this Limited Partnership Agreement, as amended from time to time.

"Capital Account" means the capital account maintained for each Partner in accordance with Article IX.

"Capital Contribution" means the total amount of cash and the fair market value of property contributed to the Partnership by a Partner.

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

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

"Distributable Cash" means the cash of the Partnership available for distribution, as determined by the General Partner in its reasonable discretion.

"Distribution" means a distribution of cash or property by the Partnership to the Partners.

"Fiscal Year" means the fiscal year of the Partnership as determined under Section 19.1.

"General Partner" means any Person designated as a General Partner in this Agreement and any Person admitted as a successor or additional General Partner.

"Interest" or "Partnership Interest"** means the entire ownership interest of a Partner in the Partnership.

"Limited Partner" means any Person designated as a Limited Partner in this Agreement and any Person admitted as a successor or additional Limited Partner.

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

"Partner" means any General Partner or Limited Partner.

"Percentage Interest" means the percentage interest of each Partner as set forth in Schedule A.

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

"Tax Matters Partner" means the Partner designated pursuant to Article XX.

"Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other disposition.

ARTICLE III: BUSINESS PURPOSE

Section 3.1 Purpose

The purpose of the Partnership shall be to engage in the following business activities:

[DESCRIBE PRIMARY BUSINESS PURPOSE]

Section 3.2 Permitted Activities

The Partnership may engage in any lawful business activity permitted under North Carolina law that is related to or incidental to the primary purpose set forth in Section 3.1, including but not limited to:

(a) Acquiring, owning, holding, managing, operating, leasing, developing, improving, and disposing of real and personal property;

(b) Entering into contracts, agreements, and other arrangements necessary or appropriate for the conduct of the Partnership's business;

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

(d) Investing funds of the Partnership pending use in the Partnership's business;

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

(f) Conducting any other lawful business in any state or jurisdiction as the General Partner may determine.

ARTICLE IV: PRINCIPAL OFFICE AND REGISTERED AGENT

Section 4.1 Principal Office

The principal office of the Partnership shall be located at:

[STREET ADDRESS]
[CITY], North Carolina [ZIP CODE]

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

Section 4.2 Registered Office and Agent

The registered office of the Partnership in North Carolina and the registered agent at such address, as required by N.C.G.S. § 59-201, shall be:

Registered Agent: [REGISTERED AGENT NAME]
Registered Office: [STREET ADDRESS], [CITY], North Carolina [ZIP CODE]

The General Partner may change the registered office and registered agent by filing the appropriate documents with the North Carolina Secretary of State.

Section 4.3 Other Offices

The Partnership may maintain offices at such other places as the General Partner may determine.

ARTICLE V: TERM OF PARTNERSHIP

Section 5.1 Commencement

The Partnership shall commence upon the filing of the Certificate of Limited Partnership with the North Carolina Secretary of State.

Section 5.2 Term

The Partnership shall continue until [SPECIFY: a specific date, perpetual, or upon the occurrence of specified events], unless earlier dissolved in accordance with Article XVIII of this Agreement or as otherwise provided by law.

Section 5.3 Continuity

The death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Limited Partner shall not cause a dissolution of the Partnership.

ARTICLE VI: CAPITAL CONTRIBUTIONS

Section 6.1 Initial Capital Contributions

(a) General Partner Contributions. Each General Partner shall contribute to the capital of the Partnership the amount set forth opposite such General Partner's name in Schedule A attached hereto, payable in cash or property as specified therein.

(b) Limited Partner Contributions. Each Limited Partner shall contribute to the capital of the Partnership the amount set forth opposite such Limited Partner's name in Schedule A attached hereto, payable in cash or property as specified therein.

Section 6.2 Timing of Contributions

All initial Capital Contributions shall be made on or before [DATE] or as otherwise agreed by the General Partner.

Section 6.3 Additional Capital Contributions

(a) No Partner shall be required to make any additional Capital Contributions to the Partnership beyond the initial Capital Contribution set forth in Schedule A.

(b) The General Partner may call for additional Capital Contributions from all Partners on a pro rata basis in accordance with their Percentage Interests upon not less than thirty (30) days' prior written notice.

(c) A Limited Partner who fails to make a required additional Capital Contribution within the time specified shall be subject to the remedies set forth in Section 6.5.

Section 6.4 Valuation of Non-Cash Contributions

Property contributed to the Partnership other than cash shall be valued at its fair market value as of the date of contribution, as determined by the General Partner in good faith.

Section 6.5 Default in Contributions

If any Partner fails to make a required Capital Contribution when due, the General Partner may pursue any or all of the following remedies:

(a) Treat the defaulting Partner's Interest as subject to forfeiture;
(b) Reduce the defaulting Partner's Percentage Interest proportionally;
(c) Charge interest on the unpaid amount at the rate of [RATE]% per annum; or
(d) Pursue any other remedy available at law or in equity.

Section 6.6 No Interest on Capital

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

Section 6.7 Return of Capital

No Partner shall have the right to demand or receive the return of any Capital Contribution, except upon dissolution and winding up of the Partnership or as otherwise expressly provided in this Agreement.

ARTICLE VII: CAPITAL ACCOUNTS

Section 7.1 Maintenance of Capital Accounts

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

Section 7.2 Credits to Capital Accounts

Each Partner's Capital Account shall be credited with:

(a) The amount of cash contributed by such Partner;
(b) The fair market value of property contributed by such Partner (net of liabilities);
(c) The Partner's allocable share of Net Profits and items of income and gain; and
(d) Any other amounts required by applicable Treasury Regulations.

Section 7.3 Debits to Capital Accounts

Each Partner's Capital Account shall be debited with:

(a) The amount of cash distributed to such Partner;
(b) The fair market value of property distributed to such Partner (net of liabilities);
(c) The Partner's allocable share of Net Losses and items of deduction and loss; and
(d) Any other amounts required by applicable Treasury Regulations.

Section 7.4 Transfer of Capital Accounts

Upon a Transfer of a Partnership Interest, the transferee shall succeed to the Capital Account of the transferor to the extent of the Interest transferred.

ARTICLE VIII: ALLOCATIONS OF PROFITS AND LOSSES

Section 8.1 Allocation of Net Profits

Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

Section 8.2 Allocation of Net Losses

Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall reduce any Limited Partner's Capital Account below zero.

Section 8.3 Special Allocations

Notwithstanding Sections 8.1 and 8.2, the following special allocations shall be made in the following order:

(a) Qualified Income Offset. If any 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 the deficit balance in such Partner's Adjusted Capital Account 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 an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, as required by Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such deductions are attributable.

Section 8.4 Tax Allocations

For income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated in the same manner as the corresponding item of "book" income, gain, loss, deduction, or credit, except as otherwise required by Code Section 704(c).

ARTICLE IX: DISTRIBUTIONS

Section 9.1 Distributions of Distributable Cash

Subject to the provisions of this Article IX, the General Partner may distribute Distributable Cash to the Partners from time to time as the General Partner determines in its sole discretion.

Section 9.2 Priority of Distributions

Distributions shall be made to the Partners in the following order of priority:

(a) First, to the Partners in proportion to any unpaid Preferred Return, if applicable;
(b) Second, to the Partners in proportion to any unreturned Capital Contributions, if applicable; and
(c) Third, to the Partners in proportion to their respective Percentage Interests.

Section 9.3 Tax Distributions

The General Partner shall use reasonable efforts to distribute to each Partner, prior to the due date for payment of estimated taxes, an amount of cash sufficient to enable such Partner to satisfy any federal and state income tax liability arising from allocations of Partnership income to such Partner.

Section 9.4 Distributions in Kind

The General Partner may make distributions in kind. Any non-cash distribution shall be valued at its fair market value as determined by the General Partner in good faith.

Section 9.5 Limitations on Distributions

(a) The Partnership shall not make any distribution to the extent that such distribution would violate the Act or any other applicable law.

(b) No distribution shall be made if, after giving effect thereto, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

Section 9.6 Withholding

The Partnership may withhold from any distribution to a Partner any amounts required to be withheld by applicable federal, state, or local tax law.

ARTICLE X: MANAGEMENT

Section 10.1 General Partner Authority

(a) Except as otherwise provided in this Agreement, the General Partner shall have full, exclusive, and complete authority to manage the business and affairs of the Partnership.

(b) The General Partner shall have all rights and powers of a general partner under the Act.

(c) Without limiting the generality of the foregoing, the General Partner shall have the authority to:

(i) Execute contracts and agreements on behalf of the Partnership;
(ii) Open and maintain bank accounts;
(iii) Borrow money and pledge Partnership assets as security;
(iv) Hire and terminate employees and independent contractors;
(v) Institute, prosecute, defend, and settle legal actions;
(vi) Acquire, hold, and dispose of real and personal property;
(vii) Make tax elections on behalf of the Partnership; and
(viii) Take any other action necessary or appropriate for the conduct of Partnership business.

Section 10.2 Limitations on General Partner Authority

Notwithstanding Section 10.1, the General Partner shall not take any of the following actions without the prior written consent of a Majority in Interest of the Limited Partners:

(a) Sell, exchange, or otherwise dispose of all or substantially all of the Partnership's assets;
(b) Merge or consolidate the Partnership with another entity;
(c) Amend this Agreement;
(d) Admit a new General Partner;
(e) Dissolve the Partnership voluntarily;
(f) Approve any transaction between the Partnership and the General Partner or an Affiliate thereof;
(g) Make any capital expenditure in excess of $[AMOUNT] in any Fiscal Year;
(h) Incur indebtedness in excess of $[AMOUNT]; or
(i) Guarantee any obligation of any Person.

Section 10.3 Standard of Care

The General Partner shall manage the affairs of the Partnership in good faith and with that degree of care which an ordinarily prudent person in a like position would use under similar circumstances.

Section 10.4 Compensation of General Partner

The General Partner shall be entitled to receive from the Partnership the following compensation:

(a) A management fee equal to [PERCENTAGE]% of gross revenues per [PERIOD];
(b) Reimbursement for all reasonable out-of-pocket expenses incurred in connection with Partnership business; and
(c) Such other compensation as may be approved by a Majority in Interest of the Limited Partners.

Section 10.5 Devotion of Time

The General Partner shall devote such time to the Partnership's business as is reasonably necessary for the efficient conduct thereof. The General Partner may engage in other business activities.

Section 10.6 Reliance on Others

The General Partner may rely upon the advice of legal counsel, accountants, appraisers, and other professionals in making business decisions.

ARTICLE XI: LIMITED PARTNER RIGHTS AND RESTRICTIONS

Section 11.1 Rights of Limited Partners

Limited Partners shall have the following rights:

(a) To receive allocations of profits and losses and distributions in accordance with this Agreement;
(b) To inspect and copy Partnership records as provided in Article XIX;
(c) To vote on matters requiring Limited Partner approval as provided in this Agreement;
(d) To assign or transfer their Partnership Interests in accordance with Article XV;
(e) To receive information regarding the Partnership as required by the Act; and
(f) To bring derivative actions on behalf of the Partnership as permitted by law.

Section 11.2 Restrictions on Limited Partners

(a) No Management Rights. Limited Partners shall not take part in the management or control of the Partnership's business or transact any business on behalf of the Partnership.

(b) No Agency. Limited Partners shall have no authority to act as agents of the Partnership or to bind the Partnership.

(c) Liability Limited. Except as otherwise provided by law, the liability of each Limited Partner shall be limited to the amount of such Limited Partner's Capital Contribution as set forth in Schedule A, and such Limited Partner shall not be personally liable for any debts, obligations, or liabilities of the Partnership.

Section 11.3 Limited Partner Participation

The following activities shall not constitute participation in the management or control of the Partnership's business:

(a) Consulting with or advising the General Partner;
(b) Voting on matters specifically reserved to Limited Partners in this Agreement;
(c) Acting as an officer, director, or shareholder of a General Partner that is a corporation;
(d) Guaranteeing Partnership obligations; or
(e) Any other activity permitted by N.C.G.S. § 59-303.

ARTICLE XII: MEETINGS AND VOTING

Section 12.1 Meetings of Partners

(a) An annual meeting of Partners shall be held at such time and place as designated by the General Partner.

(b) Special meetings of Partners may be called by the General Partner or by Limited Partners holding at least [25]% of the total Percentage Interests.

Section 12.2 Notice of Meetings

Written notice of any meeting of Partners shall be given not less than ten (10) nor more than sixty (60) days before the meeting to each Partner entitled to vote.

Section 12.3 Quorum

A quorum for any meeting of Partners shall consist of Partners holding a majority of the total Percentage Interests.

Section 12.4 Voting Rights

(a) Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest.

(b) Unless otherwise required by this Agreement or the Act, all matters requiring Partner approval shall be decided by a Majority in Interest of the Partners.

Section 12.5 Action Without Meeting

Any action that may be taken at a meeting of Partners may be taken without a meeting if a written consent setting forth the action is signed by Partners having not less than the minimum Percentage Interests that would be necessary to authorize such action at a meeting.

Section 12.6 Proxies

Any Partner may vote in person or by written proxy signed by the Partner and delivered to the General Partner prior to the meeting.

ARTICLE XIII: TRANSFER OF PARTNERSHIP INTERESTS

Section 13.1 Restrictions on Transfer

No Partner may Transfer all or any portion of such Partner's Interest except in accordance with this Article XV.

Section 13.2 Permitted Transfers

Subject to Section 13.3, a Partner may Transfer all or any portion of such Partner's Interest:

(a) To a Family Member or an Affiliate of such Partner;
(b) To a trust for the benefit of such Partner or such Partner's Family Members;
(c) With the prior written consent of the General Partner (which consent may be withheld in the General Partner's sole discretion); or
(d) Upon compliance with the right of first refusal provisions of Section 13.4.

Section 13.3 Conditions to Transfer

Any Transfer of a Partnership Interest shall be subject to the following conditions:

(a) The transferee shall agree in writing to be bound by this Agreement;
(b) The Transfer shall not violate any applicable securities laws;
(c) The Transfer shall not cause the Partnership to be classified as a publicly traded partnership under Code Section 7704;
(d) The transferor shall pay all reasonable expenses incurred by the Partnership in connection with the Transfer; and
(e) The Transfer shall comply with all applicable provisions of the Act.

Section 13.4 Right of First Refusal

(a) Prior to any Transfer of a Partnership Interest (other than Permitted Transfers), the transferring Partner shall give written notice to the Partnership and all other Partners specifying the Interest to be transferred, the proposed transferee, and the terms of the proposed Transfer.

(b) The Partnership and the other Partners shall have thirty (30) days from receipt of such notice to elect to purchase the Interest on the same terms offered by the proposed transferee.

(c) If the right of first refusal is not exercised, the transferring Partner may complete the Transfer on the terms specified in the notice within sixty (60) days.

Section 13.5 Effect of Transfer

A transferee of a Partnership Interest who is not admitted as a Partner shall be entitled only to receive allocations and distributions attributable to the transferred Interest, and shall have no right to vote or participate in Partnership management.

ARTICLE XIV: ADMISSION OF NEW PARTNERS

Section 14.1 Admission of Additional Limited Partners

The General Partner may admit additional Limited Partners with the consent of a Majority in Interest of the existing Limited Partners.

Section 14.2 Admission of Additional General Partners

Additional General Partners may be admitted only with the unanimous written consent of all existing Partners.

Section 14.3 Conditions to Admission

As a condition to admission, any new Partner shall:

(a) Execute this Agreement or a counterpart thereof;
(b) Agree to be bound by all terms and conditions of this Agreement;
(c) Make any required Capital Contribution; and
(d) Provide such other documents as the General Partner may reasonably require.

Section 14.4 Amendment of Schedules

Upon admission of a new Partner, the General Partner shall amend Schedule A and Schedule B to reflect the new Partner's Capital Contribution and Percentage Interest.

ARTICLE XV: WITHDRAWAL AND REMOVAL

Section 15.1 Withdrawal of General Partner

(a) A General Partner may withdraw from the Partnership upon not less than ninety (90) days' prior written notice to all other Partners.

(b) A withdrawing General Partner shall remain liable for all obligations and liabilities incurred during such General Partner's tenure as General Partner.

Section 15.2 Removal of General Partner

A General Partner may be removed by the affirmative vote of Limited Partners holding at least [67]% of the total Percentage Interests of all Limited Partners, with or without cause.

Section 15.3 Withdrawal of Limited Partner

(a) A Limited Partner may not withdraw from the Partnership prior to [SPECIFY DATE OR EVENT] without the consent of the General Partner.

(b) Upon any permitted withdrawal, the withdrawing Limited Partner shall be entitled to receive the fair market value of such Limited Partner's Interest as determined in good faith by the General Partner.

Section 15.4 Effect of Withdrawal or Removal

Upon the withdrawal or removal of a General Partner:

(a) If there is at least one remaining General Partner, the Partnership shall continue under the management of the remaining General Partner(s);

(b) If there is no remaining General Partner, the Limited Partners may, within ninety (90) days, elect to continue the Partnership by appointing a new General Partner; or

(c) If no new General Partner is appointed, the Partnership shall dissolve.

ARTICLE XVI: DISSOLUTION AND WINDING UP

Section 16.1 Events Causing Dissolution

The Partnership shall be dissolved upon the first to occur of the following:

(a) The expiration of the term specified in Section 5.2;
(b) The unanimous written consent of all Partners;
(c) The withdrawal, removal, death, bankruptcy, or dissolution of the last remaining General Partner, unless a new General Partner is appointed pursuant to Section 15.4;
(d) The entry of a decree of judicial dissolution under N.C.G.S. § 59-801; or
(e) Any other event causing dissolution under the Act.

Section 16.2 Winding Up

Upon dissolution, the General Partner (or a liquidating trustee appointed by a Majority in Interest of the Partners) shall wind up the Partnership's affairs, including:

(a) Completing any pending transactions;
(b) Collecting all debts and receivables;
(c) Paying or providing for all debts, obligations, and liabilities of the Partnership;
(d) Liquidating Partnership assets; and
(e) Distributing remaining assets to the Partners.

Section 16.3 Distribution of Assets Upon Liquidation

After payment of all debts and obligations of the Partnership, the remaining assets shall be distributed to the Partners in the following order:

(a) First, to the Partners in proportion to any positive Capital Account balances (after adjustment for all allocations for the final Fiscal Year); and

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

Section 16.4 Deficit Capital Accounts

No Partner with a deficit Capital Account balance shall be required to restore such deficit, except as otherwise provided in this Agreement or required by law.

Section 16.5 Certificate of Cancellation

Upon completion of the winding up, the General Partner or liquidating trustee shall file a Certificate of Cancellation with the North Carolina Secretary of State in accordance with N.C.G.S. § 59-203.

ARTICLE XVII: BOOKS, RECORDS, AND REPORTS

Section 17.1 Books and Records

The Partnership shall maintain at its principal office the following books and records:

(a) A current list of Partners with their addresses and Percentage Interests;
(b) Copies of the Certificate of Limited Partnership and all amendments;
(c) Copies of this Agreement and all amendments;
(d) Copies of federal, state, and local income tax returns for the three most recent Fiscal Years;
(e) Financial statements for the three most recent Fiscal Years;
(f) Books of account and other financial records; and
(g) Minutes of all Partner meetings and written consents.

Section 17.2 Inspection Rights

Any Partner may, upon reasonable request and at such Partner's expense, inspect and copy Partnership books and records during normal business hours.

Section 17.3 Annual Reports

Within ninety (90) days after the close of each Fiscal Year, the General Partner shall furnish to each Partner:

(a) An annual report containing a balance sheet and income statement for the Fiscal Year;
(b) Schedule K-1 or other tax information necessary for Partners to prepare their income tax returns; and
(c) Such other information as the General Partner deems appropriate.

Section 17.4 Confidentiality

(a) Each Partner agrees to hold in confidence all non-public information concerning the Partnership and its business, including information that would be protected as a trade secret under the North Carolina Trade Secrets Protection Act (N.C.G.S. § 66-152 et seq.).

(b) No Partner shall disclose such information to any third party without the prior written consent of the General Partner, except as required by law or in connection with the enforcement of such Partner's rights under this Agreement.

ARTICLE XVIII: TAX MATTERS

Section 18.1 Tax Classification

The Partners intend that the Partnership shall be treated as a partnership for federal and state income tax purposes and not as an association taxable as a corporation.

Section 18.2 Tax Matters Partner

The General Partner shall serve as the "Tax Matters Partner" (or "Partnership Representative" if applicable under the Centralized Partnership Audit Rules) and shall have all powers and responsibilities assigned to such role under the Code.

Section 18.3 Tax Elections

The Tax Matters Partner may make any tax election permitted under the Code or applicable state tax law, including:

(a) Elections under Code Sections 754, 743, and 734 regarding adjustments to basis;
(b) Elections regarding depreciation methods and recovery periods;
(c) Elections under Code Section 108 regarding discharge of indebtedness; and
(d) Any elections available under the Centralized Partnership Audit Rules.

Section 18.4 Fiscal Year

The Fiscal Year of the Partnership shall be the calendar year or such other fiscal year as may be required by the Code.

Section 18.5 Tax Returns

The Tax Matters Partner shall cause to be prepared and filed all federal, state, and local income tax returns of the Partnership.

Section 18.6 Tax Audits

The Tax Matters Partner shall have the authority to represent the Partnership in all tax audits, administrative proceedings, and judicial proceedings with respect to Partnership tax matters.

ARTICLE XIX: INDEMNIFICATION

Section 19.1 Indemnification of General Partner

(a) The Partnership shall indemnify the General Partner and its officers, directors, employees, and agents (each, an "Indemnitee") against any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of any claim, action, or proceeding relating to the Partnership's business or this Agreement, provided that the Indemnitee acted in good faith and in a manner reasonably believed to be in the best interests of the Partnership.

(b) No indemnification shall be made with respect to:
(i) Any matter for which the Indemnitee is finally adjudged liable for gross negligence, willful misconduct, or breach of fiduciary duty;
(ii) Any transaction for which the Indemnitee received an improper personal benefit; or
(iii) Any claim brought by the Partnership against the Indemnitee.

Section 19.2 Advancement of Expenses

The Partnership may advance expenses to an Indemnitee prior to final disposition of a claim upon receipt of an undertaking to repay such amounts if the Indemnitee is ultimately determined not to be entitled to indemnification.

Section 19.3 Insurance

The Partnership may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against such Indemnitee in such capacity.

Section 19.4 Indemnification by Partners

Each Partner agrees to indemnify and hold harmless the Partnership and the other Partners from any loss, liability, or expense arising from any breach of this Agreement by such Partner or any misrepresentation made by such Partner.

ARTICLE XX: DISPUTE RESOLUTION

Section 20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts of law principles.

Section 20.2 Mediation

Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation in [COUNTY] County, North Carolina. The mediation shall be conducted by a mutually agreed mediator. The costs of mediation shall be shared equally by the parties.

Section 20.3 Arbitration

If mediation is unsuccessful within sixty (60) days, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in [COUNTY] County, North Carolina, by a single arbitrator mutually selected by the parties. The arbitrator's decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.

Section 20.4 Jurisdiction and Venue

For any dispute not subject to arbitration, or for enforcement of arbitration awards, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY] County, North Carolina.

Section 20.5 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Section 20.6 Waiver of Jury Trial

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

ARTICLE XXI: GENERAL PROVISIONS

Section 21.1 Entire Agreement

This Agreement, including all Schedules hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

Section 21.2 Amendments

This Agreement may be amended only by a written instrument signed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that no amendment shall:

(a) Modify the limited liability of any Limited Partner without such Limited Partner's consent;
(b) Reduce any Partner's Percentage Interest without such Partner's consent; or
(c) Modify the rights to receive distributions without the consent of affected Partners.

Section 21.3 Severability

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

Section 21.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by certified mail, return receipt requested, postage prepaid;
(c) Sent by overnight courier; or
(d) Sent by email with confirmation of receipt.

Notices shall be sent to the addresses set forth in the Partnership records.

Section 21.5 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing signed by the waiving party. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

Section 21.6 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

Section 21.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 21.8 Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 21.9 Construction

This Agreement shall be construed without regard to any presumption against the party causing it to be drafted.

Section 21.10 Further Assurances

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

EXECUTION

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

GENERAL PARTNER(S):

[GENERAL PARTNER NAME]

Signature: _________________________________

Printed Name: _____________________________

Title (if entity): ___________________________

Date: ____________________________________

[GENERAL PARTNER NAME 2 - if applicable]

Signature: _________________________________

Printed Name: _____________________________

Title (if entity): ___________________________

Date: ____________________________________

LIMITED PARTNER(S):

[LIMITED PARTNER NAME]

Signature: _________________________________

Printed Name: _____________________________

Title (if entity): ___________________________

Date: ____________________________________

[LIMITED PARTNER NAME 2]

Signature: _________________________________

Printed Name: _____________________________

Title (if entity): ___________________________

Date: ____________________________________

[ADDITIONAL LIMITED PARTNERS - ADD SIGNATURE BLOCKS AS NEEDED]

SCHEDULE A: CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS

SCHEDULE B: PERCENTAGE INTERESTS AND VOTING RIGHTS

SCHEDULE C: DESCRIPTION OF CONTRIBUTED PROPERTY (if applicable)

EXHIBIT A: CERTIFICATE OF LIMITED PARTNERSHIP

[ATTACH FILED CERTIFICATE OF LIMITED PARTNERSHIP FROM NORTH CAROLINA SECRETARY OF STATE]

This Limited Partnership Agreement template is designed for use in the State of North Carolina and incorporates provisions of the North Carolina Revised Uniform Limited Partnership Act (N.C.G.S. Chapter 59). This document should be reviewed and customized by a qualified North Carolina attorney before execution.