Limited Partnership Agreement Create Limited Partnership Agreement

Limited Partnership Agreement

Updated Mar 27, 2026 0 Downloads

A Limited Partnership Agreement details the relationship between general and limited partners, outlining roles, responsibilities, and profit-sharing.

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What is a Limited Partnership Agreement?

A Limited Partnership Agreement (LPA) is a legally binding contract that establishes the terms and conditions governing a limited partnership. This foundational document outlines the rights, responsibilities, and financial contributions of both general partners and limited partners within the business entity. It serves as the primary governing instrument, defining operational procedures, profit and loss allocations, management structure, and dissolution protocols. Typically utilized by ventures seeking capital from passive investors, the LPA ensures clarity and legal enforceability for all parties involved.

Legal Requirements

The validity and enforceability of a Limited Partnership Agreement depend significantly on its adherence to state statutory requirements. While the core purpose of an LPA is to define the internal operations of a limited partnership, its formation must align with the Uniform Limited Partnership Act (ULPA) or the Revised Uniform Limited Partnership Act (RULPA), which have been adopted in various forms by most U.S. states. Proper execution involves more than just drafting the document; it requires specific filings with the relevant state authority, typically the Secretary of State.

Key requirements for legal validity often include:

  • Certificate of Limited Partnership Filing - A formal document, separate from the LPA, that must be filed with the state to officially establish the limited partnership's legal existence. This filing typically includes the partnership's name, registered agent, and address (e.g., Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-201).
  • Written Agreement - While some aspects of partnership law allow for oral agreements, a Limited Partnership Agreement must be in writing to be fully enforceable and to delineate the complex rights and liabilities of its distinct partner classes.
  • Identification of Partners - The agreement must clearly identify all general partners and limited partners, along with their respective capital contributions and ownership percentages.
  • Signatures of All Partners - All general and limited partners must sign the agreement to signify their consent to its terms and conditions.
  • Compliance with State Statutes - The LPA's provisions must not contradict mandatory provisions of the state's limited partnership statutes, which govern aspects like partner liability, dissolution procedures, and fiduciary duties.

Rights and Obligations of Parties Involved

A Limited Partnership Agreement distinctly outlines the roles, rights, and obligations of two primary types of partners: general partners and limited partners. This distinction is fundamental to the limited partnership structure, offering different levels of control, liability, and involvement.

General partners typically have:

  • Management Control - Full authority and responsibility for the day-to-day operations and strategic decisions of the partnership.
  • Unlimited Liability - Personal liability for the partnership's debts and obligations, extending beyond their capital contribution.
  • Fiduciary Duties - An obligation to act in the best interest of the partnership and other partners, including duties of loyalty and care.
  • Capital Contribution - An obligation to contribute capital, services, or property as agreed upon in the LPA.
  • Profit and Loss Sharing - A share in the partnership's profits and losses, often disproportionate to their capital contribution due to their management role and liability.

Limited partners typically have:

  • Limited Liability - Liability for partnership debts and obligations is restricted to the amount of their capital contribution. They are not personally liable beyond their investment.
  • No Management Control - Generally prohibited from participating in the active management or control of the partnership's business to maintain their limited liability status. Excessive involvement can lead to reclassification as a general partner.
  • Capital Contribution - An obligation to contribute capital (cash, property, or services) as specified in the LPA.
  • Profit and Loss Sharing - A share in the partnership's profits and losses, typically proportionate to their capital contribution.
  • Information Rights - The right to inspect partnership books and records and obtain information regarding the partnership's financial condition and operations.
  • Voting Rights (Limited) - May have specific voting rights on major partnership decisions, such as admitting new partners, amending the LPA, or dissolving the partnership, as defined in the agreement.

How to Complete a Limited Partnership Agreement

Drafting and finalizing a Limited Partnership Agreement requires careful consideration of legal requirements and the specific operational needs of the partnership. The process involves several key steps to ensure the document is comprehensive and legally sound.

  1. Conduct Initial Discussions and Define Partner Roles - Before drafting, all prospective partners should thoroughly discuss their expectations, roles (general or limited), capital contributions, and the overall business objectives. This initial alignment is crucial for translating intentions into clear contractual terms, ensuring a shared understanding of responsibilities and liabilities from the outset.
  2. Outline Capital Contributions and Profit/Loss Allocations - Specify the exact nature and amount of capital each partner will contribute, whether cash, property, or services. Clearly define how profits and losses will be allocated among general and limited partners, including any preferred returns or distribution waterfalls. This section often dictates the financial incentives and risks for each partner type.
  3. Establish Management Structure and Decision-Making Authority - Detail the management responsibilities of the general partner(s), including their authority to make operational decisions, enter into contracts, and manage assets. Outline any specific decisions that require the consent or vote of limited partners, ensuring that the boundaries of limited partner involvement are clearly drawn to preserve their limited liability status.
  4. Address Transferability, Withdrawal, and Dissolution Provisions - Include clauses that dictate the conditions under which a partner may transfer their interest, withdraw from the partnership, or be expelled. Crucially, define the events that trigger the dissolution of the partnership and the process for winding up its affairs, including asset distribution and liability settlement. These provisions provide clarity for future contingencies.
  5. Review and Execute the Agreement - Once drafted, the Limited Partnership Agreement should be thoroughly reviewed by all partners, preferably with independent legal counsel. This step ensures that all parties understand and agree to the terms. After review, all general and limited partners must sign the agreement, and it should be properly attested or notarized if required by state law, making it a legally binding document.
  6. File the Certificate of Limited Partnership with the State - While the LPA governs internal operations, the partnership's legal existence is established by filing a Certificate of Limited Partnership with the appropriate state authority, typically the Secretary of State. This public filing officially forms the limited partnership and makes it recognizable as a legal entity.

Required Elements

To be effective and legally sound, a Limited Partnership Agreement must contain several essential components that clearly define the structure, operations, and relationships within the partnership:

  • Partnership Name and Principal Place of Business - The official name of the limited partnership and its primary operational address.
  • Identification of General and Limited Partners - Clear listing of all individuals or entities serving as general partners and limited partners.
  • Capital Contributions - A detailed description of each partner's initial and any subsequent capital contributions, including the form (cash, property, services) and value.
  • Profit and Loss Allocation - The method and percentages by which profits and losses will be distributed among all partners.
  • Management Rights and Responsibilities of General Partners - Specific delineation of the authority, duties, and scope of management for the general partner(s).
  • Limitations on Limited Partner Participation - Provisions explicitly stating the limited role of limited partners in management to preserve their limited liability.
  • Distributions - Rules governing the timing and method of cash or property distributions to partners.
  • Admission of New Partners - The process and requirements for bringing new general or limited partners into the partnership.
  • Transferability of Partnership Interests - Conditions and restrictions on the ability of partners to sell, assign, or transfer their partnership interests.
  • Withdrawal or Removal of Partners - Procedures and consequences for a partner's voluntary withdrawal, involuntary removal, or death/disability.
  • Dissolution and Liquidation Procedures - The events that trigger the dissolution of the partnership and the orderly process for winding up its affairs, paying creditors, and distributing remaining assets.
  • Amendments to the Agreement - The process and voting requirements for modifying the terms of the Limited Partnership Agreement.
  • Governing Law - Specification of the state laws that will govern the interpretation and enforcement of the agreement.

Applicable Federal Laws

While Limited Partnership Agreements are primarily governed by state law, several federal statutes indirectly or directly impact their formation, operation, and tax treatment:

  • Internal Revenue Code (IRC) - Dictates the tax classification and treatment of limited partnerships. Partnerships are generally treated as pass-through entities, meaning profits and losses are passed through to the partners' individual tax returns (26 U.S.C. § 701 et seq.).
  • Securities Act of 1933 and Securities Exchange Act of 1934 - If interests in a limited partnership are offered to the public, they may be considered "securities" and subject to federal registration and disclosure requirements. This is particularly relevant for private equity funds or other investment vehicles structured as limited partnerships (15 U.S.C. § 77a et seq. and 15 U.S.C. § 78a et seq.).
  • Investment Company Act of 1940 - Limited partnerships that invest in securities may be subject to regulation under this act if they meet the definition of an "investment company," potentially requiring registration with the Securities and Exchange Commission (SEC) (15 U.S.C. § 80a-1 et seq.).
  • Employee Retirement Income Security Act of 1974 (ERISA) - If a limited partnership accepts investments from employee benefit plans, it may become subject to ERISA's fiduciary responsibility provisions, particularly if the partnership's assets are considered "plan assets" (29 U.S.C. § 1001 et seq.).

Applicable State Laws

State laws form the primary legal framework for Limited Partnership Agreements, largely through the adoption of uniform acts:

  • Uniform Limited Partnership Act (ULPA) and Revised Uniform Limited Partnership Act (RULPA) - These model acts, adopted in various forms by virtually all U.S. states, provide the statutory foundation for limited partnerships. They define the legal characteristics, formation requirements, partner liability, and operational rules (e.g., Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq.; California Corporations Code § 15900 et seq.).
  • Uniform Commercial Code (UCC) - While not directly governing limited partnerships, certain articles of the UCC, such as those related to secured transactions (Article 9) or negotiable instruments (Article 3), may apply to specific transactions entered into by the limited partnership.
  • State Business Organization Statutes - Beyond the specific limited partnership acts, states have general business organization laws that may impose requirements for names, registered agents, and annual report filings that apply to limited partnerships.
  • State Securities Laws (Blue Sky Laws) - Even if federal securities exemptions apply, states have their own securities regulations that may require registration or specific disclosures for the offering of limited partnership interests within their borders.

Penalties for Non-Compliance

Non-compliance with the terms of a Limited Partnership Agreement or the governing state statutes can lead to significant legal and financial repercussions for the partnership and its partners. These penalties aim to ensure adherence to contractual obligations and statutory requirements.

Potential penalties and consequences include:

  • Loss of Limited Liability Status - For a limited partner, actively participating in the management or control of the partnership's business beyond statutory allowances can result in the loss of their limited liability protection, making them personally liable for partnership debts (e.g., RULPA § 303).
  • Breach of Contract Claims - Any partner who fails to fulfill their obligations as defined in the LPA (e.g., failing to make required capital contributions) can face a lawsuit for breach of contract, potentially leading to damages awards.
  • Fiduciary Duty Violations - General partners, who owe fiduciary duties to the partnership and limited partners, can be held personally liable for breaches of these duties, such as self-dealing or gross negligence, which may result in significant monetary damages.
  • Dissolution of the Partnership - Persistent non-compliance with statutory requirements or fundamental breaches of the LPA can lead to a court-ordered dissolution of the limited partnership, forcing liquidation of assets.
  • Administrative Fines and Penalties - Failure to file required annual reports, maintain a registered agent, or meet other state administrative obligations can result in monetary fines and, eventually, administrative dissolution by the state.
  • Tax Consequences - Incorrectly structuring or operating a limited partnership in violation of federal tax laws can result in adverse tax treatment, including penalties, interest, and recharacterization of income.
  • Loss of Credibility and Investor Trust - Beyond legal penalties, non-compliance can severely damage the partnership's reputation, making it difficult to attract future investors or secure financing.

Frequently Asked Questions

A general partner has unlimited personal liability for the partnership's debts and typically manages the business, while a limited partner's liability is capped at their investment, and they usually do not participate in management.
While the Certificate of Limited Partnership is filed with the state to legally form the entity, a comprehensive written Limited Partnership Agreement is highly recommended and often implicitly required by state statutes to define the internal governance, rights, and obligations of partners clearly.
Yes, a limited partner can lose their limited liability if they actively participate in the management or control of the partnership's business in a manner that leads third parties to reasonably believe they are a general partner. State statutes, like RULPA, define the extent of permissible limited partner involvement.
Although some states may recognize an oral limited partnership, a written agreement is crucial for clarity, enforceability, and to clearly delineate the distinct rights and liabilities of general and limited partners. Without a written LPA, disputes are harder to resolve, and default state statutory provisions will govern, which may not align with the partners' intentions.
Yes, a Limited Partnership Agreement can be amended. The agreement itself typically outlines the process for amendments, usually requiring the consent or a specific vote of both general and limited partners, often a supermajority, to ensure significant changes are agreed upon by all parties.
A limited partnership is typically taxed as a pass-through entity for federal income tax purposes. This means the partnership itself does not pay federal income tax; instead, profits and losses are passed through to the individual partners, who report them on their personal tax returns.
A Limited Partnership Agreement is typically drafted by legal counsel experienced in business and partnership law. This ensures the agreement complies with applicable state and federal laws, accurately reflects the partners' intentions, and protects the interests of all parties involved.
The Certificate of Limited Partnership is a public document filed with the state (e.g., Secretary of State) to officially register and legally form the limited partnership. It establishes the partnership's legal existence and provides basic information to the public, separate from the internal governance details found in the LPA.

Limited Partnership Agreement Sample

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LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement (this "Agreement") is made and entered into on this , by and among the parties identified below.

I. PARTIES

This Agreement is entered into by and between:

A. General Partner(s):

Name:
Street Address:
Unit Number (if applicable):
City:
State:
Zip Code:
Email:
Phone:

B. Limited Partner(s):

Name:
Street Address:
Unit Number (if applicable):
City:
State:
Zip Code:
Email:
Phone:

(Each a "Partner" and collectively, the "Partners")

II. RECITALS

WHEREAS, the Partners desire to form a limited partnership (the "Partnership") under the laws of the State of , for the purpose of ; and
WHEREAS, the Partners desire to set forth their respective rights, duties, and obligations with respect to the Partnership and its business operations;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

III. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

  • "Agreement" means this Limited Partnership Agreement, as it may be amended from time to time.
  • "Capital Account" means, for each Partner, the account maintained for such Partner in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
  • "Capital Contribution" means any cash, property, or services contributed by a Partner to the Partnership.
  • "General Partner" means the Partner(s) identified in Section I.A. above, who shall have unlimited liability for the obligations of the Partnership and full management authority.
  • "Limited Partner" means the Partner(s) identified in Section I.B. above, whose liability for the obligations of the Partnership shall be limited to their Capital Contributions.
  • "Partnership" means the limited partnership formed under this Agreement.
  • "Profits and Losses" means, for each fiscal year or other period, the Partnership's taxable income or loss determined in accordance with Section 703(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder, with certain adjustments as provided herein.

IV. FORMATION OF PARTNERSHIP

A. Name: The name of the Partnership shall be .

B. Purpose: The purpose of the Partnership is: .

C. Principal Place of Business: The principal place of business of the Partnership shall be located at:
Street Address:
Unit Number (if applicable):
City:
State:
Zip Code:

D. State of Formation: The Partnership shall be formed and operated under the laws of the State of . The General Partner shall cause a Certificate of Limited Partnership or equivalent document to be filed with the appropriate governmental authority of the State of _______________.

V. TERM OF PARTNERSHIP

The Partnership shall commence on the date of this Agreement and shall continue until the day of , , unless sooner dissolved in accordance with the provisions of this Agreement or by operation of law.

VI. CAPITAL CONTRIBUTIONS

A. Initial Capital Contributions:

1. General Partner(s): The General Partner(s) shall contribute to the Partnership the following initial Capital Contribution:

2. Limited Partner(s): The Limited Partner(s) shall contribute to the Partnership the following initial Capital Contribution:

B. Additional Capital Contributions: No Partner shall be required to make any additional Capital Contributions to the Partnership beyond their initial Capital Contribution, except as unanimously agreed upon by all Partners in writing.

C. Capital Accounts: A Capital Account shall be maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be credited with (i) the amount of money contributed by such Partner to the Partnership, (ii) the fair market value of property contributed by such Partner to the Partnership (net of liabilities assumed by the Partnership or to which such property is subject), and (iii) allocations to such Partner of Partnership income and gain. Each Partner's Capital Account shall be debited with (i) the amount of money distributed to such Partner by the Partnership, (ii) the fair market value of property distributed to such Partner by the Partnership (net of liabilities assumed by such Partner or to which such property is subject), and (iii) allocations to such Partner of Partnership deductions and losses.

VII. ALLOCATION OF PROFITS AND LOSSES

A. Profits: Net Profits of the Partnership shall be allocated among the Partners in the following percentages:
1. General Partner(s): %
2. Limited Partner(s): %

B. Losses: Net Losses of the Partnership shall be allocated among the Partners in the following percentages:
1. General Partner(s): %
2. Limited Partner(s): %

C. Regulatory Allocations: Notwithstanding the foregoing, if any Partner has a deficit balance in their Capital Account at the end of any Partnership taxable year, such Partner shall not be allocated any additional losses or deductions if such allocation would cause or increase a deficit balance in their Capital Account that exceeds the amount such Partner is obligated to restore.

VIII. DISTRIBUTIONS

A. Timing: Distributions of available cash or other property of the Partnership shall be made at such times and in such amounts as the General Partner, in its sole discretion, deems appropriate, subject to the availability of funds and the needs of the Partnership's business.

B. Priority: Distributions shall be made to the Partners in proportion to their respective percentages for the allocation of Profits as set forth in Section VII.A.

C. Limitations: No distribution shall be made if, after giving effect to the distribution, the liabilities of the Partnership would exceed the fair value of the Partnership assets.

IX. MANAGEMENT AND CONTROL (GENERAL PARTNER)

A. Authority: The General Partner shall have the sole and exclusive right to manage, control, and operate the business and affairs of the Partnership. The General Partner shall have all powers necessary or appropriate to carry out the purposes of the Partnership, including, but not limited to, the power to:
1. Enter into contracts and agreements on behalf of the Partnership.
2. Borrow money and incur indebtedness for Partnership purposes.
3. Purchase, sell, lease, or otherwise acquire or dispose of Partnership property.
4. Employ and dismiss employees, agents, and consultants.
5. Open and maintain bank accounts and other financial accounts.
6. Make all decisions regarding the day-to-day operations of the Partnership.

B. Compensation: The General Partner shall receive compensation for its services to the Partnership as follows:

C. Standard of Care: The General Partner shall manage the Partnership's business and affairs with the care that an ordinarily prudent person in a like position would exercise under similar circumstances.

D. Indemnification: The Partnership shall indemnify and hold harmless the General Partner from and against any and all claims, demands, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) incurred by the General Partner in connection with the Partnership's business, except for those arising from the General Partner's gross negligence, willful misconduct, or breach of this Agreement.

X. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

A. Limited Liability: The liability of each Limited Partner for the debts, obligations, and liabilities of the Partnership shall be limited to the amount of their Capital Contribution and any undistributed share of profits. No Limited Partner shall be personally liable for any debts or obligations of the Partnership beyond such amounts.

B. No Management Authority: Limited Partners shall not participate in the management or control of the Partnership's business, nor shall they have the power to bind the Partnership. Any such participation may result in the loss of their limited liability status.

C. Inspection Rights: Limited Partners shall have the right, upon reasonable notice, to inspect the books and records of the Partnership during normal business hours.

D. Right to Information: Limited Partners shall be entitled to receive such information regarding the business and financial condition of the Partnership as is reasonable and necessary for the proper exercise of their rights as Limited Partners.

E. Assignment of Interest: A Limited Partner may assign their interest in the Partnership only with the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole discretion. Any assignee shall only receive the economic rights of the assigning Limited Partner and shall not become a substituted Limited Partner without the General Partner's consent.

XI. ADMISSION OF NEW PARTNERS

A. New General Partners: No new General Partner may be admitted to the Partnership without the unanimous written consent of all existing Partners.

B. New Limited Partners: New Limited Partners may be admitted to the Partnership upon the written consent of the General Partner, who shall determine the terms and conditions of such admission, including Capital Contributions and profit/loss allocations.

XII. WITHDRAWAL, RETIREMENT, OR DEATH OF PARTNERS

A. General Partner:

1. Withdrawal/Retirement: The General Partner may not voluntarily withdraw or retire from the Partnership without the unanimous written consent of all Limited Partners. Any unauthorized withdrawal shall be a breach of this Agreement.

2. Death/Incapacity: Upon the death, legal incapacity, or bankruptcy of the sole General Partner, the Partnership shall dissolve unless the remaining Limited Partners unanimously agree in writing to continue the Partnership and appoint a new General Partner within days.

B. Limited Partner:

1. Withdrawal: A Limited Partner may not withdraw from the Partnership prior to the expiration of the Partnership's term without the prior written consent of the General Partner.

2. Death/Incapacity: Upon the death or legal incapacity of a Limited Partner, their legal representative shall succeed to the rights of the Limited Partner for the purpose of settling the estate, but shall not become a substituted Limited Partner without the consent of the General Partner. The Partnership shall not dissolve upon the death or incapacity of a Limited Partner.

XIII. DISSOLUTION AND LIQUIDATION

A. Events of Dissolution: The Partnership shall be dissolved upon the occurrence of any of the following events:

  1. The expiration of the Partnership's term as set forth in Section V.
  2. The unanimous written agreement of all Partners.
  3. The withdrawal, retirement, death, or bankruptcy of the sole General Partner, unless the Partnership is continued as provided in Section XII.A.2.
  4. The sale or other disposition of all or substantially all of the Partnership's assets.
  5. By order of a court of competent jurisdiction.

B. Liquidation: Upon dissolution, the General Partner (or, if no General Partner, a liquidator appointed by the Limited Partners) shall proceed with the liquidation of the Partnership's assets. The proceeds of liquidation shall be applied and distributed in the following order of priority:

  1. To the payment of debts and liabilities of the Partnership to creditors, including Partners who are creditors, in the order of priority as provided by law.
  2. To the establishment of reserves for contingent liabilities and expenses of liquidation.
  3. To the Partners in satisfaction of any outstanding loans or advances made by them to the Partnership.
  4. To the Partners in proportion to their positive Capital Account balances.

C. Certificate of Cancellation: Upon completion of the liquidation, the General Partner or liquidator shall cause a Certificate of Cancellation of the Certificate of Limited Partnership to be filed with the appropriate governmental authority.

XIV. INDEMNIFICATION

The Partnership shall indemnify and hold harmless the General Partner and its officers, directors, employees, and agents from and against any and all claims, demands, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Partnership's business, except for those arising from the indemnified party's gross negligence, willful misconduct, or breach of this Agreement.

XV. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of , without regard to its conflict of laws principles.

XVI. ARBITRATION

Any dispute or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in , State of .

XVII. MISCELLANEOUS PROVISIONS

A. Entire Agreement: This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

B. Amendments: This Agreement may be amended only by a written instrument executed by all Partners.

C. Notices: All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by recognized overnight courier service, to the addresses set forth in Section I, or to such other address as a Partner may designate by written notice to the other Partners.

D. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

E. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

F. Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Partner against whom such waiver is sought to be enforced. The failure of any Partner to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision at a later time.

G. Headings: The headings of the sections and subsections of this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

H. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

I. Construction: This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing an instrument to be drafted.

SIGNATURES

IN WITNESS WHEREOF, the Partners have executed this Limited Partnership Agreement as of the date first written above.

GENERAL PARTNER
Signature: _________________________
Print Name: _______________
Date:
Address: _______________

LIMITED PARTNER
Signature: _________________________
Print Name: _______________
Date:
Address: _______________

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