Fill and Sign the Limited Liability Company 497329111 Form

Limited Partnership Agreement Between Limited Liability Company and Limited Partner Limited Partnership Agreement made on the ___ day of __________, 20___, between ____________________ of ____________________________________ (street address, city, county, state, zip code) , referred to herein as Limited Partner, and ____________________ , a limited liability company organized and existing under the laws of the state of ______________, with its principal office located at ________________________________ (street address, city, county, state, zip code) , referred to herein as General Partner. ____________ and ______________ do hereby form a limited partnership (the Partnership) under the provisions of ( the Uniform Limited Partnership Act or the Revised Uniform Limited Partnership Act) of the State of ____________, to conduct the business of (briefly describe business), and any other lawful activity that General Partner deems advisable, under the business name of ____________________. 1. General Provisions The Partnership is organized pursuant to the provisions of (cite statute) of the State of __________________, and the rights and liabilities of the general and limited partners shall be as provided in that statute, except as otherwise stated in this Agreement. 2. Name of Partnership The name of the partnership shall be __________________. 3. Business of Partnership The purpose of Partnership is to engage in the business of (describe). 4. Principal Place of Business The principal place of business of Partnership shall be at _________________________ (street address, city, county, state, zip code). Partnership shall also have other places of business as from time to time shall be determined by General Partner. 5. Capital Contribution of General Partnership General Partner shall contribute $______________ to the original capital of the Partnership. The contribution of General Partner shall be made on or before _____________ (date) . If General Partner does not make its entire contribution to the capital of the General Partner on or before that date, this Agreement shall be void. 6. Capital Contribution of Limited Partner The capital contributions of Limited Partner shall be $________________. Receipt of the capital contribution from Limited Partner is hereby acknowledged by Partnership. No limited partner has agreed to contribute any additional cash or property as capital for use of the Partnership. 7. Duties and Rights of Partners General Partner shall diligently and exclusively apply itself in and about the business of Partnership to the utmost of its skill. General Partner shall not engage directly or indirectly in any business similar to the business of the Partnership at any time during the term of this Agreement. Limited Partner shall have no right to be active in the conduct of Partnership's business, nor have power to bind Partnership in any contract, agreement, promise, or undertaking. 8. Limitation of Distribution of Profits General Partner shall have the right, except as provided below, to determine whether from time to time Partnership profits shall be distributed in cash or shall be left in the business, in which event the capital account of all partners shall be increased in accordance with their initial investment. 9. Profits and Losses for Limited Partner Limited Partner shall be entitled to receive a share of the annual net profits equivalent to his share in the capital account of Partnership. Limited Partners shall bear a share of the losses of the Partnership equal to the percentage share of profits to which Limited Partner is entitled. The share of losses of Limited Partner shall be charged against Limited Partner's capital contribution. Limited Partner shall at no time become liable for any obligations or losses of Partnership beyond the amount of his respective capital contributions. 10. Profits and Losses for General Partner After provisions have been made for the shares of profits of Limited Partner, all remaining profits of Partnership shall be paid to General Partner. After giving effect to the share of losses chargeable against the capital contributions of Limited Partner, the remaining Partnership losses shall be borne by General Partner. 11. Books of Account There shall be maintained during the continuance of Partnership an accurate set of books of account of all transactions, assets, and liabilities of Partnership. The books shall be balanced and closed at the end of each year, and at any other time on reasonable request of the General Partner. The books are to be kept at the principal place of business of P artnership and are to be open for inspection by any partner at all reasonable times. The profits and losses of Partnership and its books of account shall be maintained on a fiscal year basis, terminating annually on ( month and day) , unless otherwise determined by General Partner. 12. Substitutions, Assignments, and Admission of Additional Partners General Partner shall not substitute a partner in its place, or sell or assign all or any part of General Partner's interest in the Partnership business without the written consent of Limited Partner. Additional limited partners may be admitted to Partnership on terms that may be agreed on in writing between General Partner and Limited Partner . The terms so stipulated shall constitute an amendment to this Partnership Agreement. Limited Partner may not substitute an assignee as a limited partner in his place; but the person or persons entitled by rule or by intestate laws, as the case may be, shall succeed to all the rights of Limited Partner as a substituted limited partner. 13. Termination of Interest of Limited Partner; Return of Capital Contribution The interest of Limited Partner may be terminated by (1) dissolution of Partnership for any reason provided in this Agreement; (2) the agreement of all partners; or (3) the consent of the personal representative of a deceased Limited Partner and the Partnership. On the termination of the interest of Limited Partner there shall be payable to Limited Partner , or Limited Partner's estate, as the case may be, a sum to be determined by General Partners, which sum shall not be less than ___times the capital account of Limited Partner as shown on the books at the time of the termination, including profits or losses from the last closing of the books of the Partnership to the date of the termination, when the interest in profits and losses terminated. The amount payable shall be an obligation payable only out of Partnership assets, and at the option of the Partnership, may be paid within ___years after the termination of the interest, provided that interest at the rate of ____% shall be paid on the unpaid balance. 14. Borrowing by Partners Partners shall not borrow money from Partnership. 15. Term of Partnership and Dissolution This Partnership Agreement commences on (date) , and shall end on (1) the dissolution of Partnership by operation of law; (2) the dissolution of Partnership at any time designated by General Partner; or (3) the dissolution of Partnership at the close of the month following the qualification and appointment of the personal representative of deceased General Partner. 16. Payment for Interest if Deceased General Partner In the event of the death of General Partner there shall be paid, out of Partnership's assets to decedent's personal representative for decedent's interest in the Partnership, a sum equal to the capital account of decedent as shown on the books at the time of the decedent's death, adjusted to reflect profits or losses from the last closing of the books of the Partnership to the day of the decedent's death. 17. Amendments This Agreement, except with respect to vested rights of partners, may be amended at any time by a majority vote as measured by the interest and the sharing of profits and losses. 18. Binding Effect of Agreement This Agreement shall be binding on the parties to the Agreement and their respective heirs, executors, administrators, successors, and assigns. WITNESS our signatures as of the day and date first above stated. ______________________, LLC ________________________ By_______________________ Limited Partner (Name and Office in Company)