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Power of Attorney for Partnership

admin — Fri, 06 Mar 2009 01:22:45 +0000

Power of Attorney for Partnership

STATE OF ________
COUNTY OF _______

The undersigned constituting all of the general partners of the _________________ limited partnership, appoint _________________ to act as their attorney in fact for the special purpose of filing any and all documents which may be required to be filed by the laws of the State of _________ related to the ________________________________________ limited partnership.

Dated: __________________________

____________________ __________________
General Partner General Partner (if more than one; each must sign)

Power of Attorney for Partnership
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This power of attorney is within the power of most General Partners to appoint. This document can be adapted to other appointments such as for auditors, consultants, and similar parties. Good legal well care suggests this is a good practice to do and maintain orderly records for the doing of it. It is further suggested that these documents be entered into the formal annual meetings of the Partnership.

1. Make multiple copies. Keep a set in the partnership records. Give one to the service provider.

Offer to Purchase Partnership Interest, Small Business

admin — Fri, 06 Mar 2009 01:20:13 +0000

Offer to Purchase Partnership Interest, Small Business

I, __________________, (“Buyer”) a partner, have made an Offer to Purchase another partnership interest owned by _________________ (“Seller”). Buyer offers to buy ____ (Percentage, units, or other suitable measurement) of Seller’s partnership interest (“Partnership Interest”) in the partnership (the “Partnership”) carrying on the business of Partnership from the premises of Partnership under the name Partnership Name, upon the following terms and conditions:

I. The purchase price for the Partnership Interest will be Purchase Price of Partnership Interest, $________, which will be payable by cash or by certified check on the Closing Date (as defined below), or by an installment payout plan as indicated in Exhibit 1. The Buyer will also assume all liabilities of the Partnership on the Closing Date.

2. Time shall be of the essence of this Offer. The closing of this transaction shall take place at ______ p.m. on _______________ (Date) or such earlier or later date as may be mutually acceptable to the parties hereto (the “Closing Date” or “Closing”).

3. This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, administrators and assigns of each of the parties hereto.

4. After acceptance of this Offer, the business of the Partnership shall be carried on in the normal course.

5. This Offer shall be irrevocable by the Buyer until 5:00 PM on ________ (Date) until which date and time offer will be open for acceptance, after which time and date, if not accepted, this Offer shall be null and void.

6. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Buyer: _____________________________________________________.

If to the Seller: ___________________________________________________.

7. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

8. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

9. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

10. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

11. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Buyer, I hereby agree to all terms of this Agreement Seller
___________________
Witness or Notary
___________________
Date
Exhibit 1: Payout Plan, if one is used.

Offer to Purchase Partnership Interest, Small Business
Review List

This review list is provided to inform you about the document in question and assist you in its preparation. This Agreement is relatively straightforward and is usually used for small business situations such as one partner in a small enterprise buying out the other party. The real questions relate to whether to do it or not, what the terms and conditions are, and not to burden the enterprise unduly after the sale due to the pressure to make added payments plus the loss of the contributions of the other owner or owners.

1. Make multiple copies and give each party one. Using a notary to witness the Agreement is a good idea because the parties are so close to each other and the Agreement needs to stand without any later dispute as to oral conditions, and so on and so on.

2. You should at least consider having a financial planner review your projected cash flows related to how the pay out or pay off will work and whether the business can stand the added financial pressures of new payments coupled with the loss of a partner’s contribution. This concern assumes the payout will be on a schedule. If cash up front, not based on the proceeds taken from the business, then the Agreement has a much better chance of working for the Buyer.

General Partner Business Opportunities

admin — Thu, 12 Feb 2009 17:17:19 +0000

General Partner Business Opportunities

________________________________, constituting all of the limited partners of _______________, and ________________________________ ____________, constituting all of the general partners of the __________________ limited partnership agree:

That the general partners of this partnership shall not be required to refer all business opportunities similar to that of limited partnership to the limited partnership.

Dated: __________________________

____________________ ______________________
General Partner General Partner (if more than one; each one must sign)

Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures

____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number

Note: Include as many more lines as there are Limited Partners.

General Partner Business Opportunities
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This is a business decision for the limiteds. In most corporate situations, it is assumed the CEO, in a partnership organization this is the General Partner, will refer all new opportunities to the corporation. Not to do so is usually considered a breach of good faith. In partnership situations, especially in real estate, this is not usually the case. Each deal is considered a “new” and “separate” one. Therefore, as a limited, you must determine your position on this very important matter.

As Joe Wilson, the CEO of Haloid, which became Xerox, said, “You have a business for what comes through the door.” Xerography came through his door and he pounced on it. He would not have seen the opportunity unless he was CEO of Haloid, a small printing company in Rochester, New York where the inventor of Xerography lived. Be guided accordingly in your own thoughts on this matter.

1. Make multiple copies. Give one to each related party. Keep one in the partnership records.

JOINT VENTURE AGREEMENT

admin — Tue, 03 Feb 2009 18:54:50 +0000

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the “Agreement”), made and entered into as of
this _________(1)___________ day of ______________(2)______, _________(3)___________,
by and between _______(4)_______ of _____(5)_____ (hereinafter “____________”) and
___________(6)____________________ of ___________(7)______________ (hereinafter
“____________________”).

ARTICLE I

GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall be as follows:
(Describe Business Purpose)

1.02 Term of the Agreement. This Joint Venture shall commence on the date first above
written and shall continue in existence until terminated, liquidated, or dissolved by law or as
hereinafter provided.

ARTICLE II

GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:

2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or
more intermediaries, controls, is controlled by or is under common control of such entity.

2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made
by the parties, including property, cash and any additional capital contributions made.

2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax
purposes determined by the Partnership’s fiscal year, including, without limitation, each item of
Partnership income, gain, loss or deduction.

ARTICLE III

OBLIGATIONS OF THE JOINT VENTURERS

______(8)________ is responsible for all operations and decisions of the Joint Venture
and will be compensated for providing various services.

ARTICLE IV

ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination
of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture
shall be allocated as follows at the conclusion of each fiscal year:

_____________ . . . . . . . . ________(9)_________%
_____________ . . . . . . . . . __________ (10)______%

ARTICLE V

RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture. _______________(11)____________________
shall have full, exclusive and complete authority and discretion in the management and control of
the business of the Joint Venture for the purposes herein stated and shall make all decisions
affecting the business of the Joint Venture. At such, any action taken shall constitute the act of,
and serve to bind, the Joint Venture. _______________(12)______________ shall manage and
control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry
out the business of the Joint Venture. ___________(13)______________ shall not participate in
or have any control over the Joint Venture business nor shall it have any authority or right to act
for or bind the Joint Venture.

ARTICLE VI

AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged
to perform services for the Joint Venture. The validity of any transaction, agreement or payment
involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted
by the terms of this Agreement shall not be affected by reason of the relationship between them
and such Affiliates or the approval of said transactions, agreement or payment.

6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and
their respective Affiliates may have interests in businesses other than the Joint Venture business.
The Joint Venture shall not have the right to the income or proceeds derived from such other
business interests and, even if they are competitive with the Partnership business, such business
interests shall not be deemed wrongful or improper.

ARTICLE VII

PAYMENT OF EXPENSES

All expenses of the Joint Venture shall be paid by _______________(14)___________
and shall be reimbursed by the Joint Venture.

ARTICLE VIII

INDEMNIFICATION OF THE JOINT VENTURERS

The parties to this Agreement shall have no liability to the other for any loss suffered
which arises out of any action or inaction if, in good faith, it is determined that such course of
conduct was in the best interests of the Joint Venture and such course of conduct did not
constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by
the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with the Joint Venture.

ARTICLE IX

DISSOLUTION

9.01 Events of the Joint Ventures. The Joint Venture shall be dissolved upon the
happening of any of the following events:

(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the
Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.

(b) The sale or other disposition, not including an exchange of all, or substantially all, of
the Joint Venture assets.

(c) Mutual agreement of the parties.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at
its place of business, setting forth a true and accurate account of all business transactions arising
out of and in connection with the conduct of the Joint Venture.

10.02 Validity. In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this
Agreement.

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof, and there are no
agreements, understandings, restrictions or warranties among the parties other than those set
forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any provision hereof.

10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, certified or registered mail, return
receipt requested, addressed to the parties at their respective addresses set forth in this
Agreement or at such other addresses as may be subsequently specified by written notice.

10.06 Applicable Law and Venue. This Agreement shall be construed and enforced
under the laws of the State of __________________(15)____.

10.07 Other Instruments. The parties hereto covenant and agree that they will execute
each such other and further instruments and documents as are or may become reasonably
necessary or convenient to effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. Signed, sealed and delivered in the presence of:

____________(16)_______________ ____________(17)______________
____________(16)_______________
____________(16)_______________ ____________(18)______________
____________(16)_______________

General Partner Agreement to be Full Time

admin — Thu, 08 Jan 2009 16:45:32 +0000

General Partner Agreement to be Full Time

__________________________________________, constituting all of the limited partners of ___________________, a limited partnership, and _________________________________, constituting all of the general partners of ___________________, agree:

That the following general partners shall devote full time to the affairs of the partnership:
_____________________________________________________________

Dated: ________________________________

__________________ _______________
General Partner General Partner (if more than one; all must sign)

Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures

____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number

Note: Include as many more lines as there are Limited Partners.

General Partner Agreement to be Full Time
Review List

This review list is provided to inform you about this document in question and assist in its preparation. This is a standard approval for a General Partner to become full time. This is often done under crisis conditions when a partnership is not doing well and the limited work out an arrangement with the General Partner to go full time to attempt to save the partnership, either in a cooperative manner or under the threat of the General Partner being sued if he does not undertake this full time responsibility.

You can add more specific duties, pay schedules, and the like to this agreement if you believe it appropriate.

1. Make multiple copies. Give one to each related party. Keep one in a home or office safe.

General Partner Limitation of Liability

admin — Sat, 27 Dec 2008 00:08:33 +0000

General Partner Limitation of Liability

__________, constituting all of the general partners of the _______________________ limited partnership and ___________ ________________, constituting all of the limited partners of _______________________, agree:

The general partners shall be indemnified by the partnership from all liability related to their actions taken on behalf of the limited partnership, provided that the actions to be indemnified were undertaken in good faith, and do not constitute criminal acts or any act of intentional misconduct.

In the event that a dispute occurs between the limited partnership and a partner as to whether or not an action is properly subject to this indemnity the dispute shall be submitted to arbitration before a single arbitrator under the rules of the American Arbitration Association. Any decision rendered by the arbitrator shall be final and may be entered as a judgment in any court having jurisdiction.

Dated: ________________________________

________________________ ____________________
General Partner General Partner (if more than one; all must sign)

Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures

____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number

Note: Include as many more lines as there are Limited Partners.

General Partner Limitation of Liability
Review List

This review list is provided to inform you about this document in question and assist in its preparation. This limitation of liability document usually comes up when the partnership has hit some rocky spots and the General Partner wants specific notice of relief in order to continue. The Limiteds must decide whether this is appropriate or not. As a practical matter, once a Partnership or emerging enterprise gets into trouble, usually only the leader can get it out. If the Limiteds believe otherwise, they should replace the General Partner and move on. If not, they should probably go along with this approach since litigation is generally long, expensive, and unproductive. However, if the Limiteds believe they can recover in court, then they should not sign this document.

In any event, the request for this kind of signature of a Limited always makes sense for a General Partner to acquire and not always wise for the Limited to give.

1. Make multiple copies. Give one to each related party. Keep one with the Partnership records.

Tax Matters Partner Designated

admin — Fri, 19 Dec 2008 16:46:23 +0000

Tax Matters Partner Designated

STATE OF ______________
COUNTY OF _____________

_________________, a limited partnership, with its principal place of business at ___________, __________, designates ______________, a general partner of the partnership, as the tax matters partner for _________________.

______________ is duly appointed as the attorney in fact for ________________ to act for ______________ in regards to the audit, negotiation, settlement and payment of taxes assessed by any and all taxing authorities including the Internal Revenue Service and the taxing authorities of the state of ____________.

Dated: ______________________________________

_______________________________________________________
________________, a limited partnership, by a General Partner

_____________________
Witness

Tax Matters Partner Designation
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This document is required for a General Partner or other party to represent the partnership in front of the IRS or state tax authority. It is also the proper designation of the party most able to handle this matter, especially if a partnership has more than one general partner.

1. Make multiple copies. Get the action approved formally according to the partnership agreement. Keep a copy in your home safe.
2. Note the same individual may approve the form for his or her own action as the designed partner. Therefore, be sure to have the document witnessed in this event. The above form provides for a witness signature.

Partnership Agreement

admin — Sun, 14 Dec 2008 18:25:57 +0000

Partnership Agreement

This Partnership Agreement (“Agreement”) made and effective this ___________ (Date), by and between the following individuals, referred to in this Agreement as the “Partners”:
_____________________________________________________________________.

The Partners wish to set forth in this written agreement, the terms and conditions by which they will be governed in this Partnership.

Therefore, in consideration of the promises contained in this Agreement, the Partners affirm in writing their association as a partnership in accordance with the following provisions:

1. Name and Place of Business.

The name of the partnership shall be called ____________________ (“Partnership”). Its principal place of business shall be __________________, until changed by agreement of the Partners, but the Partnership may own property and transact business in any and all other places as may be agreed upon by the Partners.

2. Purpose.

The general purpose of the Partnership shall be to ______________________. The Partnership may also engage in any and every other kind or type of business, whether or not pertaining to the foregoing, upon which the Partners may at any time agree.

3. Term.

The Partnership shall commence as of the date of this Agreement and shall continue until terminated as provided herein.

4. Capital Accounts.

A. The Partners shall make an initial investment of capital, contemporaneously with the execution of this Agreement, as follows:
______________________________________________________________.

In addition to each Partner’s share of the profits and losses of the Partnership, as set forth in Section 5, each Partner is entitled to an interest in the assets of the Partnership.

B. The amount credited to the capital account of the Partners at any time shall be such amount as set forth in this Section 4 above, plus the Partner’s share of the net profits of the Partnership and any additional capital contributions made by the Partner and minus the Partner’s share of the losses of the Partnership and any distributions to or withdrawals made by the Partner. For all purposes of this Agreement, the Partnership net profits and each Partner’s capital account shall be computed in accordance with generally accepted accounting principles, consistently applied, and each Partner’s capital account, as reflected on the Partnership federal income tax return as of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection in writing is made by any Partner and delivered to the accountant or accounting firm preparing the income tax return within one (1) year after the same has been filed with the Internal Revenue Service. If an objection is so filed, the validity of the objection shall be conclusively determined by an independent CPA or accounting firm mutually acceptable to the Partners.

5. Profits and Losses.

Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following proportions:

_____________________________________________________________________.

6. Books and Records of Account.

The Partnership books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.

7. Future Projects.

The Partners recognize that future projects for the Partnership depend upon many factors beyond present control, but the Partners wish to set forth in writing and to mutually acknowledge their joint understanding, intentions, and expectations that the relationship among the Partners will continue to flourish in future projects on similar terms and conditions as set forth in this Agreement, but there shall be no legal obligations among the Partners to so continue such relationship in connection with future projects.

8. Time and Salary.

Until and unless otherwise decided by unanimous agreement of the Partners, time and salary per partner shall be as follows: _______________________________________. Each Partner shall nonetheless be expected to devote such time and attention to Partnership affairs as shall be determined by agreement of the Partners. No Partner shall be entitled to any salary or to any compensation for services rendered to the Partnership or to another Partner, unless specifically stipulated in writing.

9. Transfer of Partnership Interests.

A. Restrictions on Transfer. None of the Partners shall sell, assign, transfer, mortgage,
encumber, or otherwise dispose of the whole or part of that Partner’s interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.

B. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership, whether or not permitted under this Agreement, shall dissolve the Partnership. No transfer, except as permitted under Subsection 9.A. above, shall entitle the transferee, during the continuance of the Partnership, to participate in the management of the business or affairs of the Partnership, to require any information or account of Partnership transactions, or to inspect the books of account of the Partnership; but it shall merely entitle the transferee to receive the profits to which the assigning Partner would otherwise be entitled and, in case of dissolution of the Partnership, to receive the interest of the assigning Partner and to require an account from the date only of the last account agreed to by the Partners.

10. Death, Incompetency, Withdrawal, or Bankruptcy.

Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership shall continue as set forth in Section 3, subject, however, to the following terms and conditions:

A. Death or Incompetency. In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the successors in interest of that Partner shall succeed to the partnership interest of that Partner and shall have the rights, duties, privileges, disabilities, and obligations with respect to this Partnership, the same as if the successors in interest were parties to this Agreement, including, but not limited to, the right of the successors to share in the profits or the burden to share in the losses of this Partnership, in the same manner and to the same extent as the deceased or incompetent Partner; the right of the successors in interest to continue in this Partnership and all such further rights and duties as are set forth in this Agreement with respect to the Partners, the same as if the words “or his or her successors in interest” followed each reference to a Partner; provided, however, that no successor in interest shall be obligated to devote any service to this Partnership and, provided further, that such successors in interest shall be treated as holding a passive, rather than active, ownership investment.

B. Payments Upon Retirement or Withdrawal of Partner.
(1) Amount of Payments. Upon the retirement or withdrawal of a Partner, that Partner or, in the case of death or incompetency, that Partner’s legal representative shall be entitled to receive the amount of the Partner’s capital account (as of the end of the fiscal year of the Partnership next preceding the day on which the retirement or withdrawal occurs) adjusted for the following:
_____________________________________________________________.

(a) Any additional capital contributions made by the Partner and any distributions to or withdrawals made by the Partner during the period from the end of the preceding fiscal year to the day on which the retirement or withdrawal occurs;

(b) The Partner’s share of profits and losses of the Partnership from the end of the preceding fiscal year of the Partnership to the day on which the retirement or withdrawal occurs, determined in accordance with generally accepted accounting principles, consistently applied; and

(c) The difference between the Partner’s share of the book value of all of the Partnership assets and the fair market value of all Partnership assets, as determined by a fair market value appraisal of all assets. Unless the retiring or withdrawing Partner and the Partnership can agree on one appraiser, three (3) appraisers shall be appointed–one by the Partnership, one by the retiring or withdrawing Partner, and one by the two appraisers thus appointed. All appraisers shall be appointed within fifteen (I 5) days of the date of retirement or withdrawal. The average of the three appraisals shall be binding on all Partners.

(2) Time of Payments. Subject to a different agreement among the Partners or successors thereto, the amount specified above shall be paid in cash, in full, but without interest, no later than twelve (I 2) months following the date of the retirement or withdrawal.

(3) Alternate Procedure. In lieu of purchasing the interest of the retiring or withdrawing Partner as provided in subparagraph (1) and (2) above, the remaining Partners may elect to dissolve, liquidate and terminate the Partnership. Such election shall be made, if at all, within thirty (30) days following receipt of the appraisal referred to above.

11. Procedure on Dissolution of Partnership.

Except as provided in Section 10.B. (3) above, this Partnership may be dissolved only by a unanimous agreement of the Partners. Upon dissolution, the Partners shall proceed with reasonable promptness to liquidate the Partnership business and assets and wind-up its business by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their capital accounts, as computed after reflecting all losses or gains from such liquidation in accordance with each Partner’s share of the net profits and losses as determined under Section 5.

12. Title to Partnership Property.

If for purposes of confidentiality, title to Partnership property is taken in the name of a nominee or of any individual Partner, the assets shall be considered to be owned by the Partnership and all beneficial interests shall accrue to the Partners in the percentages set forth in this Agreement.

13. Leases.

All leases of Partnership assets shall be in writing and on forms approved by all the Partners.

14. Controlling Law.

This Agreement and the rights of the Partners under this Agreement shall be governed by the laws of the State of _______________________.

15. Notices.

Any written notice required by this Agreement shall be sufficient if sent to the Partner or other party to be served by registered or certified mail, return receipt requested, addressed to the Partner or other party at the last known home or office address, in which event the date of the notice shall be the date of deposit in the United States mails, postage prepaid.

16. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

17. Entirety of Agreement.

18. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

19. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

20. Severability.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
First Party Second Party

_________________________ _______________________
Others as Required Date

Partnership Agreement
Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

1. The Partnership Agreement is used to form a general partnership. This form cannot be used to from any type of entity except a general partnership. Partnerships are the organizational form most subject to problems because people assume they are more informal than they are. On many occasions, partners expect their partners to concede on points they know they would not do in a standard corporate setting. So beware of this organizational form for that reason. Having said this, it is far wiser to use this agreement for even the smallest of partnership ventures to ensure equitable treatment to all parties and to yourself in particular.

2. Unlike other types of organizational entities (e.g., corporations), it takes at least two parties to form a partnership. If only one person desires to form a partnership, the maker will need to use some other business entity, for example a corporation.

3. State or local law may require that the partners make a “fictitious name” filing. Check requirements in your locale to see if such a filing is required.

4. Laws vary from state to state and change over time, especially on the subject of partnerships. Before using this document, have a lawyer review it.

5. Multiple copies of this document should be prepared and signed so that each partner can have an original signed copy. Keep an extra copy in your office or home.

Limited Partnership Agreement

admin — Sun, 14 Dec 2008 18:06:25 +0000

Limited Partnership Agreement

_______________________, referred to as GENERAL PARTNERS, and _______________________, referred to as LIMITED PARTNERS, agree:

That they herewith form a limited partnership under the laws of the state of ________, under the name of ___________________.

The purpose of the partnership is to engage in the business of ___________________ and to have all powers necessary or useful to engage in business described. Without limitation this shall include the power to own, sell or lease property.

The principal place of business shall be ________________.

The partnership term begins on the date of this Agreement and shall continue until _______________, when it shall dissolve under the terms of this Agreement.

Each partner has contributed, or will contribute by __________ the amount shown next to their signature to this Agreement.

Limited partners shall not be required to contribute additional capital.

Each partner shall have a capital account that includes invested capital plus that partner’s allocations of net income, minus that partner’s allocations of net loss and share of distributions.

Net income and net loss shall be allocated as follows:
a. ____ percent to the General Partner.
b. _____ percent to the Limited Partners, according to their respective percentage ownership interests.

Except as otherwise expressed stated in this Agreement, the General Partner shall manage the partnership business and have exclusive control over the partnership business, including the power to sign deeds, notes, mortgages, deeds of trust, contracts, leases, and direction of business operations.

The limited partners shall have all powers which may lawfully be granted to limited partners under the laws of the State of Delaware.
Accounting

The partnership’s tax or fiscal year shall be a calendar year. The General Partner shall make any tax election necessary for completion of the partnership tax return.

A limited partner may assign his or her rights to receive distributions, net income and net loss to any person without causing a dissolution of this partnership. No assignment will be effective until the general partner is notified in writing of the same.

This agreement may only be amended by the written agreement of all Partners.

1. Notices.

See Exhibit 1 for the name and addresses for each partner.

2. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

3. Entirety of Agreement.

4. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

5. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

6. Severability.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

Dated: ________________________________________

___________________
General Partner

Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures

____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number

Note: Include as many more lines as there are Limited Partners.

Limited Partnership Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. Limited partnership agreements provide certain tax benefits for the general partner and the limiteds. Consider it as a different form of a corporation when entering into such a deal. Consult your accountant and lawyer about the technical aspects of such an enterprise.

1. Make multiple copies. Keep one in a home safe or safety deposit box. Give one to each general and limited partner. Be sure to get all limiteds to sign the Exhibit or counter original copies.

Payment Methods & Requirements Regarding Partnership

admin — Tue, 09 Dec 2008 17:01:52 +0000

Payment Methods & Requirements Regarding Partnership

This is written to inform you as a prospective Limited Partner about the financial terms of the Partnership. This is an informal notice. The Partnership document itself governs all such matters.

Capital contributions listed in the LIMITED PARTNERSHIP agreement may be paid in the following installments:

____% at time of signing, balance in ____ days, with 12% interest per annum.

Limited partners shall be required to make additional capital contributions in the discretion of the majority of the general partners, not to exceed ____ percent of their original capital contribution. Should any limited partner fail to make an additional capital contribution when required to do so, then the partnership may debit any share of profit of the partner then due or due to be paid in the future, or may in its discretion either:

(1) reduce the percentage ownership of the partner by that proportion as their contribution was not made; or,

(2) sue the limited partner for the required contribution; or;

(3) obtain a substitute limited partner who shall receive the defaulting partners full interest in the partnership.

Dated:

__________________
General Partner

__________________
Witness

Payment Methods & Requirements Regarding Partnership
Review List

This review list is provided to inform you about this document in question and assist in its preparation. This is a reasonably standard approach to partnership contributions and additional contributions if required. Most business enterprises require follow on investments. Partnerships often require founding limiteds to contribute a preset amount. If you are a prospective limited, be sure you can live up to the terms of the additional capital call, should it be made.

1. Make multiple copies. Give one to each related party. Keep one in the related file.