Power of Attorney for Partnership

POWER OF ATTORNEY FOR PARTNERSHIP

This Power of Attorney for Partnership is made on this , by and between Partnership Name: , a partnership formed under the laws of with principal place of business at (hereinafter "Principal"); and Attorney-in-Fact: of (hereinafter "Agent").

RECITALS

WHEREAS, Principal is a partnership engaged in lawful business activities and requires that certain acts and transactions be carried out on its behalf by a designated attorney-in-fact to facilitate the conduct of its affairs; and

WHEREAS, Principal desires to grant Agent authority to take certain actions on behalf of Principal, subject to the terms and limitations set forth in this instrument; and

WHEREAS, Agent is willing to accept appointment and to act on behalf of Principal in accordance with the terms of this Power of Attorney.

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. APPOINTMENT

Principal hereby appoints Agent as its true and lawful attorney-in-fact, with full power and authority to act for Principal in Principal's name, place and stead to the extent permitted by law and subject to the terms of this Power of Attorney.

2. SCOPE OF AUTHORITY

Subject to the limitations set forth herein, Agent is authorized to perform any and all acts that Principal could lawfully perform through the following powers, which may be exercised separately or cumulatively:

Select specific powers granted (check all that apply): Manage and transact banking and financial accounts, endorse checks, withdraw funds, and execute agreements necessary for deposit, withdrawal or borrowing. Acquire, encumber, lease, manage, sell and convey real property and interests therein, execute deeds, leases, and closing documents. Negotiate, execute, amend and terminate contracts, agreements for services or goods, and settlement instruments on behalf of the partnership. Initiate, defend, settle or compromise litigation, claims or disputes, and retain counsel as necessary. Prepare, execute and file tax returns and related documents, and to represent Principal before tax authorities, including the authority to receive confidential tax information. Hire, terminate and manage employees and independent contractors, and execute employment agreements and related instruments. Execute documents necessary to maintain corporate formalities, file reports and make filings related to the partnership's existence and governance. Other powers as described below:

3. LIMITATIONS ON AUTHORITY

Agent shall not, without prior written consent of Principal or as otherwise provided herein: (a) admit an individual partner to the partnership or dissolve or terminate the partnership; (b) make distributions inconsistent with partnership agreements or applicable law; or (c) enter into any transaction that would create a conflict of interest without providing written disclosure to and obtaining prior consent from Principal.

4. STANDARD OF CARE; FIDUCIARY DUTY

Agent shall act in good faith, in the best interests of Principal, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Agent shall keep accurate and complete records of all transactions conducted on behalf of Principal and shall make such records available to Principal upon request.

5. THIRD-PARTY RELIANCE

Third parties dealing with Agent may rely upon a copy of this Power of Attorney and upon any representation by Agent that Agent is acting within the scope of authority granted herein. Principal hereby indemnifies and holds harmless any third party who in good faith accepts and acts under this Power of Attorney.

6. EFFECTIVE DATE AND TERM

This Power of Attorney shall become effective on , and shall continue in effect until revoked by Principal in writing termination event: , or as otherwise provided by law.

7. COMPENSATION AND EXPENSES

Agent shall be entitled to reimbursement for reasonable and documented out-of-pocket expenses incurred in the performance of Agent's duties. Compensation of Agent, if any, shall be paid only as expressly authorized in writing by Principal and in accordance with any partnership agreement or other governing document.

8. NOTICES

Any notice or demand required or permitted hereunder shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested:

9. AMENDMENT AND REVOCATION

This Power of Attorney may be amended or revoked by Principal at any time by written notice to Agent. Revocation shall not affect any action taken by Agent in good faith prior to receipt of notice of revocation by a third party who reasonably relied on this Power of Attorney.

10. WAIVER; COUNTERPARTS

No waiver of any breach of this Power of Attorney shall constitute a waiver of any prior or subsequent breach. This instrument may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

This Power of Attorney shall be governed by and construed in accordance with the laws of the jurisdiction of formation of the partnership, without regard to conflict of law principles, except to the extent preempted by controlling federal law.

12. ENTIRE AGREEMENT; SEVERABILITY

This Power of Attorney constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Power of Attorney is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

EXECUTION AND CERTIFICATION

The undersigned certify that they are authorized to execute this Power of Attorney on behalf of the partnership and that the acts and powers conferred herein are in accordance with any applicable partnership agreement and law.

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