General form.

This agreement made _________, 19__, between _________ of _________ and _________ of _________, referred to as the general partners, and _________ and _________, of _________, referred to as the limited partners.

The parties mutually agree to become partners in the business of _________ for the period and upon the terms below:

1. The partnership shall commence on _________ and shall continue until _________.

2. _________ and _________ shall be general partners and _________ and _________ shall be special partners.

3. The firm name under which the business of the partnership shall be conducted shall be _________.

4. The general nature of the business to be transacted by the partnership shall be _________.

5. The parties shall execute a certificate (and an affidavit) and cause the certificate to be recorded and published, with proof of publication to be filed and do all other things requisite for the formation of a limited partnership in conformity to the statutes of the state of _________.

6. The business shall be carried on at _________.

7. The special partner shall not take part in the management of the business or transact any business for the partnership and shall have no power to sign for or to bind the firm.

8. The capital of the partnership shall be _________ dollars. _________ as general partner shall contribute _________ dollars. _________ as special partner shall contribute in actual cash _________ dollars. Each partner shall before the _________ day of _________, 19__, pay into the _________ bank, to the credit of the partnership, their share of the capital.

9. On the death of a special partner, his or her rights shall devolve on his or her personal representatives, and the partnership shall continue as a limited partnership until the expiration of the period for its continuance as limited.

10. Neither special partner shall during the continuance of the partnership be entitled to draw out or receive back any part of his or her share of the capital.

11. The profits of the partnership shall be divided as follows: _________[state what proportion of the profits each general partner and each special partner is to receive].

12. Any losses of the partnership in connection with its business shall be borne by each partner in the following proportion: _________[state proportion of losses each general and each special partner is to bear].

13. Neither special partner shall be entitled to draw any moneys in advance on account of his or her share of profits, but the general partners may draw monthly the sum of _________ dollars.

14. Proper books of account shall be kept, etc.

15. Special partners shall be entitled to terminate this partnership in case of _________.

16. Special partners shall also be entitled to terminate this partnership if at any time during its continuance the share of profits payable to each shall not amount to _________ percent on the capital invested by them respectively.

17. The general partners shall devote their whole time to the business of the partnership and render to the limited partners an account of all their dealings in relation to the business whenever reasonably required to do so by either of the limited partners.

18. On the termination of this partnership whether by lapse of time or other cause the assets realized after winding up shall be applied first in payment to special partners of the amount of capital contributed by them respectively, and in case of deficiency ratably in proportion to those amounts, and the balance shall belong to the general partners.