Limited partnership for brokerage of real estate.

Agreement of limited partnership made on this _________ day of _________, 19__, by and among _________ BROKERS, INC., A _________ Corporation, as General Partner, and _________ as Limited Partners.

The above named parties agree to form a limited partnership under the Uniform Limited Partnership Law of the State of _________ on the following terms and conditions.

I. Name of Partnership

The name of the Partnership shall be _________ Associates, Ltd. referred to as the "Partnership."

II. Business of Partnership

The Partnership shall be formed for the purpose of engaging in the business of purchasing, owning, managing, leasing, selling and brokering real property, with a particular emphasis to brokering motels, hotels, commercial and multifamily real property for the benefit of the general public and in any other related matters as may be agreed on by the Partners.

III. Certificate of Limited Partnership

The parties to this agreement shall immediately execute a certificate of limited partnership and shall cause the certificate to be filed with the State of _________ Department of State, a certified copy of which shall be filed with the clerk of the circuit court of _________ County, _________. The amended certificates as may be required by the laws of the State of _________ shall be executed and filed by the partners as necessary.

IV. Place of Business

The principal place of business of the Partnership shall be _________ and in those other place or places as may be agreed on by the partners.

V. Contributions-General Partner

(a). Contribution to Capital. The general partner, as its respective share, shall contribute to the capital of the Partnership as follows:

.................................................

Services or Other Property:

Agreed Value of Service or Other Property:

 

Brokers, Inc.

Cash: _________

.................................................

.................................................

 

(b). When Contribution Is To Be Made. The contribution to the capital of the Partnership of the General Partner shall be made on or before _________.

(c). Effect of Failure To Make Contribution. If the General Partner fails to make its entire contribution to the capital of the Partnership on or before _________, this agreement shall be void and of no effect. In the event the General Partner fails to make its capital contribution, any contributions to the capital of the Partnership previously made by the Limited Partners shall be returned to the partners who have made these contributions.

VI. Contributions-Limited Partners

(a). Contribution to Capital. Each Limited Partner, as his or her respective share, shall contribute to the capital of the Partnership as follows:

Other Property:

Agreed Value of Other Property:

 

Name: _________

Cash: _________

.................................................

.................................................

 

(b). Receipt of Contributions. Receipt of one-half of the capital contributions of each of the Limited Partners as above specified is acknowledged by the Partnership and its members.

(c). Additional Contributions. Each Limited Partner has agreed to contribute as capital the additional one-half balance of their contribution in cash within fifteen days after the initial subscription has been completed.

VII. Duties and Rights of Partners

(a). General Partner: Time To Be Devoted To Business. The General Partner shall devote to the business of the Partnership the following amount of time:

Name	Time to Be Devoted

 

_________ Brokers, Inc.

"Full Time"

 

(b). General Partner: Conflicting Business Activities. The General Partner, during the continuance of the Partnership, shall not pursue, or become directly or indirectly interested in, any business or occupation which is in conflict either with the business of the Partnership or with the duties and responsibilities of the General Partner to the Partnership.

(c). Limited Partners: Participation in Conduct of Business. No Limited Partner shall have any right to be active in the conduct of the partnership's business or have power to bind the Partnership in any contract, agreement, promise or undertaking.

VIII. Distribution of Profits

(a). Determination. The General Partner or successor General Partner shall have the right, except as provided, to determine whether Partnership profits from time to time shall be distributed in cash or shall be left in the business, in which event the capital account of all Partners shall be increased.

(b). Restrictions. Available distributable funds (net profits) shall be distributed, upon the approval of the General Partner, annually on a non-cumulative basis as follows: 100% to the Limited Partners until the Limited Partners have received a noncumulative annual return of 20% on their original Capital Contribution (the "Priority Distribution"). Annually, cash distributions shall be made 60% to the Limited Partners as a class and 40% to the General Partner. The General Partner shall distribute funds in a timely manner and shall not allow net profits to accumulate excessively.

(c). Distribution of Cash from Sale or Refinancing. Cash distributions from sale or refinancing shall first be distributed to the Partners in proportion to their Capital Contributions to the Partnership until such time as the Partners have received a return of their Capital Contributions (exclusive of the Priority Distributions). Thereafter, distributions shall be 60% to the Limited Partners as a class and 40% to the General Partner.

IX. Profit and Loss Sharing by Limited Partners.

(a). Net Profits. The Limited Partners shall receive the following shares of the net profits of the Partnership:

The Partners' taxable income (and loss) will be allocated with respect to operations in accordance with the distribution of available cash to the Partners. Taxable income for sale or refinancing will be allocated to the Partners in proportion to the amounts of those proceeds to which they are entitled, subject to the Partners for tax allocation purposes only making up any negative basis in their Partnership capital account with respect to the allocation of income.

(b). Losses; Share. Each Limited Partner shall bear a share of the losses of the Partnership equal to the share of the profits to which he or she is entitled. The share of the losses of each Limited Partner shall be charged against his or her contribution to the capital of the Partnership.

(c). Losses; Maximum Liability. No Limited Partner shall at any time become liable for any obligations or losses of the Partnership beyond the amount of his or her respective capital contribution.

X. Profit and Loss Sharing by General Partners

(a). Expenses and fees. Expenses and fees incurred in connection with the formation of the business will be reimbursed by the Partnership.

(b). Profits. After provision has been made for the share of profits of the Limited Partners as provided, all remaining profits of the Partnership business shall be distributed between the General Partner in the following proportion:

_________ Brokers, Inc.: _____%

In addition to the above distribution, the General Partner shall receive, on a per-deal basis, an override of 10% of the Partnership gross commissions payable at each closing. The aggregate of these override commissions shall be credited against the 40% due to the General Partner as described above. In no event shall the General Partner receive a total annual compensation greater than 40% of the available distributable income of the Partnership.

The General Partner shall be reimbursed for the following expenses as reflected in Exhibit II to the Agreement to enter into partnership: Travel, auto (gas and oil), entertainment. Each of these expenses, in order to entitle the General Partner to reimbursement, shall be business-related, shall be validated to the satisfaction of the Partnership's accountant, and shall in no event exceed _________ dollars in any year.

(c). Losses. After giving effect to the share of losses chargeable against the capital contributions of Limited Partners, the remaining Partnership losses shall be borne by the General Partner.

XI. Accounting

(a). Books of Account To Be Kept. It is agreed that there shall be kept, at all times during the continuance of this Partnership, good and accurate books of account of all transactions, assets, and liabilities of the Partnership. The books shall be balanced and closed at the end of each fiscal year, and at any other time on reasonable request of any General Partner.

(b). Method of Accounting. All accounts of the Partnership shall be kept on a cash basis. All matters of accounting for which there is no provision in this agreement are to be governed by generally accepted methods of accounting.

(c). Calendar Year Basis. The profits and losses of the Partnership and its books of account shall be maintained on a calendar year basis until otherwise determined by the General Partner.

(d). Place Where Books To Be Kept; Inspection. The Partnership books of account shall be kept at the office of the General Partner, and shall be open for inspection by any Partner at all reasonable times.

(e). Capital Accounts. A capital account shall be maintained on the Partnership books on behalf of each Partner. The account shall be credited with that Partner's contribution to the capital of the Partnership and shall be debited and credited in the manner prescribed by Article XI(f).

(f). Income Accounts. An income account shall be maintained on the Partnership books on behalf of each Partner. The account shall be closed to the capital account of each Partner at the close of each fiscal year.

As soon as practicable after the close of each fiscal year, and at such other times as the Partners may decide, the income account of each partner shall be credited with that partner's distributive share of profits or debited with his or her share of losses.

Any losses to be debited to a Partner's income account that exceed the credit balance of the account shall be debited to that Partner's individual capital account. If, as a result of the debiting a Partner's individual capital account with the excess losses, his or her capital account is depleted, future profits of that Partner shall be credited to his or her capital account until the depletion has been eliminated.

(g). The General Partner shall distribute to the Limited Partners a P&L quarterly statement, which shall be delivered in a timely fashion.

XII. Substitution, Assignments, and Admission of Additional Partners

(a). Substitution for Limited Partners; Sale or Assignment of Interest. No Limited Partner may, without the written consent of all the other Partners, substitute a Partner in his or her stead.

(b). Additional General or Limited Partners. Additional General or Limited Partners may be admitted to the partnership on terms as may be agreed on in writing between all the Partners and the new Partners. The terms so agreed on shall constitute an amendment of this Partnership agreement.

XIII. Termination of Interest of Limited Partner; Return of Capital Contribution

(a). Termination of Interest. The interest of any Limited Partner may be terminated by:

(1). Dissolution of the Partnership for any reason provided.

(2). Agreement of 90% of the Partners.

(3). Consent of the personal representative of a deceased Limited Partner and all of the remaining Partners.

(b). Payment on Termination. On the termination of the interest of a Limited Partner, there shall be payable to the Limited Partner, or to his or her estate, the value of his or her interest, as determined by Article XIII(c), as of the date of termination. The payment shall be made within three (3) months of the termination of the Limited Partner's interest, provided that all funds due have actually been received by the Partnership.

(c). Value of Limited Partner's Interest. The value of a Limited Partner's interest in the Partnership shall be computed by (1) adding the total of (a) the Limited Partner's capital account, (b) his or her income account, and (c) any other amounts owed to him or her by the partnership; and (2) subtracting from the sum of the above totals the sum of the total of all amounts owed by that Limited Partner to the Partnership. For the purposes of valuation, it is agreed that the good will of the partnership business, as well as other intangible items, is not to be valued.

XIV. Term of Partnership; Dissolution

(a). Term; Dissolution. The Partnership term shall commence on _________ at 5:00 P.M., and continue for ten years unless terminated earlier according to the terms of this agreement in one of the following ways:

(1). On the dissolution of the Partnership by law.

(2). On dissolution at the close of the month following the qualification and appointment of the personal replacement having been agreed upon by the Limited Partners in accordance with the terms of this agreement.

(b). Right To Continue Business on Death, Retirement, or Insanity of General Partner. On the death, retirement, or insanity of any General Partner, the remaining Partners shall have the right to elect to continue the business of the Partnership under the same name, by themselves, or with any additional persons they may choose. In the event of death of the General Partner, _________[one of the Limited Partners] shall serve as the General Partner and _________ Brokers Inc. shall revert to a limited partnership status. If the Partners remaining desire to continue the business, but not together, the Partnership shall be liquidated.

(c). Payment if Partnership Continued. If the remaining Partners elect to continue the business under Article XIV(b), they shall pay to the Retiring partner, the estate of a deceased General Partner, or the legal representative of an insane General Partner, the value of the Partner's interest as determined by Article XIV(d), as of the date of the Partner's death or withdrawal from the Partnership. The payment must be made within three (3) months after the General Partner's death or withdrawal, provided that all funds have actually been received by the Partnership.

(d). Value of General Partner's Interest. The value of a General Partner's interest in the Partnership shall be computed by (1) adding the totals of (a) the General Partner's capital account, (b) his or her income account, and (c) any other amounts owed to him or her by the partnership, and (2) subtracting from the sum of the above totals the sum of the total of (a) his or her drawing account, and (b) any amount owed by him or her to the partnership. For the purposes of valuation, it is agreed that the good will of the Partnership business, as well as other intangible items, not be valued.

XV. Amendments

This agreement, except with respect to vested rights of the Partners, may be amended at any time by a majority vote of the Partners.

XVI. Binding Effect of Agreement

This agreement shall be binding on the parties and their respective heirs, executors, administrators, successors and assigns.

In Witness the parties have executed this agreement on the date first written above.

[Signatures and acknowledgement.]