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Limited Partnership Agreement
(With Buy-Out Provisions)
LIMITED PARTNERSHIP AGREEMENT
THE [NAME] LIMITED PARTNERSHIP
Agreement made this [date] by and among [name], whose address
is [address], [name], whose address is [address], and [name],
whose address is [address].
WHEREAS, the parties all wish to enter into an agreement (the
Agreement) to establish a limited partnership (the Partnership) under
the Revised Uniform Limited Partnership Act of the State of [state];
WHEREAS, the parties desire that the Partnership transact certain
business and make certain investments and that they all share in the
risks, benefits, profits, and losses of these businesses and
WHEREAS, the Parties desire that [name] be the initial General
Partner and that all other Parties be Limited Partners.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
The Partnership's name is THE [name] LIMITED PARTNERSHIP.
PLACE OF BUSINESS
The Partnership's principal place of business is at [address].
The General Partner may, from time to time, change the Partnership's
principal place of business to another location and add additional
places of business.
The Partnership's principal business is owning, leasing, managing,
and selling the real property located at [address] and any other real
property that the General Partner may buy on behalf of the Partnership,
and the conduct of any other business that will be legal for a
partnership to conduct in the State of [state].
4.1. Initial Term. The Partnership begins on the date of this
Agreement and ends [number] years thereafter, unless terminated
earlier in accordance with this Agreement or by operation of law.
4.2. Extension. The Partnership may be continued beyond its
scheduled termination date by an affirmative vote of the Partners
holding a majority of the Partnership Interests. However, at any time
after the scheduled termination date, any Partner may withdraw his
capital account by written request addressed to the General Partner, who
will cause the Partnership to distribute such capital account within
[number] calendar days of the receipt of such written request.
CAPITAL AND PARTNERSHIP INTERESTS
5.1. Each Partner's Share. Each Partner owns that share of
the total Partnership Capital in proportion to his Partnership Interest.
No partner may withdraw his Capital Account.
5.2. Initial Capital Contribution. The amount of each
Partner's initial capital contribution is set forth in Schedule A
5.3. Adjustments. Each Partner's Capital Account will be
adjusted whenever necessary, to reflect:
a. His distributive share of Partnership profits and
losses, including capital gains and losses;
b. His additional contributions to the Partnership; and
c. Distributions made by the Partnership to the Partner.
A Partner's loans to the Partnership are not to be added to his Capital
5.4. No Interest Paid. No Partner will receive any interest
on his capital contributions or Partnership Interest.
PROFITS, LOSSES, AND CASH FLOW
6.1. Profits and Losses. The Partnership's net profits and
losses will be computed in accordance with generally accepted accounting
principles, consistently applied. The Partnership's net profits and
losses, and every item of income, deduction, gain, loss, and credit will
be allocated proportionately among the Partners according to their
Partnership Interests. No Partner has priority over any other Partner
as to Partnership profits. Notwithstanding any other provision of this
Section, gain and loss with respect to property contributed to the
Partnership by a Partner will be shared among the Partners so as to take
account of any variation between the basis of the property so
contributed and its fair market value at the time of contribution, in
accordance with any applicable United States Treasury Regulations.
6.2. Assignment or Death. If a Partnership Interest is
assigned or if a Partner dies, retires, or is expelled, profits and
losses will be allocated based on the number of days in the particular
year during which each Partner owned his Partnership Interest, or on any
other reasonable basis consistent with the applicable sections of the
United State Internal Revenue Code and United States Treasury Department
6.3. Cash Flow. The General Partner will cause the
Partnership to distribute its Net Cash Flow to the Partners at least
annually. All distributions of Partnership Net Cash Flow will be
distributed to the Partners in proportion to their Partnership
MANAGEMENT AND OPERATIONS
7.1 General Partner's Powers. The General Partner has the
full and exclusive power on the Partnership's behalf, in its name, to
manage, control, administrator, and operate the Partnership's business
affairs and to do or cause to be done anything he deems necessary or
appropriate for the Partnership's business, including (but not limited
to) the power and authority to:
a. Sell real or property to any person, giving any
warranties or assurances deemed appropriate;
b. Buy, lease, or otherwise acquire real or personal
property to carry on and conduct the Partnership's
c. Borrow money for the Partnership's business;
d. Issue promissory notes and other debt instruments
(negotiable or nonnegotiable), in any amounts and
secured by and encumbrance on all or any part of
the Partnership's assets;
e. Assign any debt owing to the Partnership;
f. Engage in any other means of financing;
g. Enter into joint venture agreements with any person
or entity engaging in any business or venture in which
this Partnership may engage;
h. Manage, administer, conserve, improve, develop,
operate, lease, utilize, and defend the Partnership's
assets, directly or through third parties;
i. Execute any type of agreement or instrument in
connection with any other power held by the General
j. Employ all types of agents and employees (including
lawyers and accountants) as may seem proper;
k. Buy or otherwise obtain the use of any type of
equipment or other property that may be convenient or
advisable in connection with any Partnership business;
l. Incur any reasonable expense for travel, telephone,
delivery of messages and documents, insurance, taxes,
and such other expenses that are reasonable in the
circumstances, in carrying on the Partnership's
m. Sue, be sued, complain, and defend in the
Partnership's name and on its behalf; and
n. Quitclaim, release or abandon any Partnership assets
with or without consideration.
7.2. Limited Partner's Powers. The Limited Partners shall
take no part in the management of any Partnership activities.
7.3. General Partner's Compensation. The General Partner will
be entitled to reasonable compensation for his services rendered to or
on behalf of the Partnership.
7.4. Expenses. All reasonable expenses incurred by the
General Partner in managing and conducting the Partnership's business,
including (but not limited to) overhead, administrative, and travel,
professional, technical, administrative, and other services, will be
reimbursed by the Partnership.
7.5. Tax Matters Partner. The General Partner will also be
the tax matter partner and, as such, will be solely responsible for
representing the Partnership in all dealing with the Internal Revenue
Service and with all state, local, and foreign tax authorities, but the
General Partner will keep the other Partners reasonably informed
concerning such dealings.
Books and Records
8.1. General. The Partnership's books and records will be
kept in accordance with the accrual method of accounting and in
accordance with generally accepted accounting principals, consistently
applied, and will reflect all Partnership transactions and be
appropriate and adequate for all Partnership business. The Partnership
books will be kept on a fiscal year ending December 31. The
Partnership's records will be maintained at [address].
8.2. Financial Statements. Within a reasonable period after
the close of each fiscal year, the General Partner, at the Partnership's
expense, will give a written report to each Partner indicating such
Partner's share of the Partnership income, which requirement may be
satisfied by giving each Partner a copy of any tax form that includes
All Partnership funds will be deposited in its name in such
accounts as the General Partner designates. The General Partner can
authorize other persons to draw checks on Partnership bank accounts, but
such authority must be in writing; upon the vote of at least [number]
of the Partners such persons must be bonded. Each bank in which a
Partnership account is maintained is relieved of any responsibility to
inquire into the Partners' authority to deal with such funds and is
absolved of all liability with respect to withdrawals from such
Partnership accounts by any person duly authorized by the General
No election will be made to exclude the Partnership from the
application of the provisions of subchapter K of the Internal Revenue
Code (the Code) or from any similar provisions of state tax laws. If a
Partnership Interest is transferred, a Partner dies, or Partnership
assets are distributed to a Partner, the General Partner may cause the
Partnership to elect to cause the basis of the Partnership's assets to
be adjusted for federal income tax purposes, under Code Sections 734 and
TRANSFER OR PARTNERSHIP INTERESTS
11.1. Restrictions on Transfers. The Partners do not want
Partnership Interests to be made generally available to persons other
than the present Partners. Therefore, the Partners agree that no
Partner will Encumber, Transfer, or permit to be Encumbered or
Transferred allow any portion of his Partnership Interest, whether now
or hereafter acquired, except in accordance with the terms of this
Agreement. No attempted Encumbrance or Transfer of any Partnership
Interest not in accordance with the terms of this Agreement shall be
reflected on the Partnership's books.
11.2. Encumbrances. No Partner may Encumber any of his
Partnership Interest in connection with any debt.
11.3. Voluntary Lifetime Transfers. No Partner may make any
Voluntary Lifetime Transfer other than a Transfer pursuant to a Bona
Fide Offer. Any Partner who receives and wishes to accept any Bona Fide
Offer must promptly sen a notice to each other Partner and be deemed to
have offered to sell his Partnership Interest otherwise to be
Transferred to the Partnership at the Agreement Price and on the
Agreement Terms. Such notice shall include a statement of the details
of the proposed Transfer, the name, address (both home and office), and
business or occupation of the person to whom such Partnership Interest
would be Transferred, the price to be paid and the terms and conditions
of such payment, and any other facts that are or would reasonably be
deemed material to the proposed Transfer. The following conditions
shall apply to the offer to the Partnership:
a. The Partnership shall have [number] days from the
date of the notice in which to elect to buy all or any
part of the Offered Interest.
b. If the Partnership does not elect to buy all of the
Offered Interest within the option period, such
Lifetime Transfer may be completed with regard to that
part of the Offered Interest that the Partnership has
not elected to buy. If a Lifetime Transfer is not
consummated within [number] days after the
expiration of the option period, the provisions of
this Agreement will again apply to such Offered
Interest as if no notice had been given. A Lifetime
Transfer is consummated when the Partnership has been
given notice that legal title to the Partnership
Interest has been Transferred, subject to recordation
on its books.
11.5. Transfers at Death. On the death of any Partner, his
Personal Representative will immediately be deemed to have offered to
sell to the Partnership all of the deceased Partner's Partnership
Interest at the Agreement Price and on the Agreement Terms. The
Partnership will accept such offer and buy such Offered Interest.
11.6. Agreement Price. The Agreement Price shall be . . . .
dollars ($. . .) per unit of Partnership Interest.
11.7. Agreement Terms. The Agreement Price shall be paid in
cash or by good personal check. The purchase of the Offered Interest
pursuant to this Agreement will take place at a closing, held at
[time] P.M. on the [number] day after the date on which the option
to buy expires or is exercised, or the obligation to buy becomes fixed,
at the Partnership's primary place of business, or at any other place to
which the parties agree. Each Partner appoints the General Partner as
his agent and attorney-in-fact to execute and deliver all documents
needed to convey his Partnership Interest, if such selling Partner is
not present at the closing. This power of attorney is coupled with an
interest, does not terminate upon the Partner's disability or death, and
continues for so long as this Agreement is in effect.
11.8. Allocation of the Purchase Price. . . . . . . percent
(. . .%) of the purchase price paid for a Partner's interest under this
Section shall be deemed a payment for the Transferring partner's of
unrealized receivables of the Partnership and inventory items of the
Partnership that have appreciated substantially in value, as defined for
purposes of Code Section 751(a). All of the parties agree to this
allocation, and each has had an opportunity to consult independent
counsel regarding its effects.
11.9. Life Insurance.
11.9.1. Application For Insurance. The Partnership will
apply for, own, and be the beneficiary of life insurance policies on the
life of each Partner, in amounts listed on Schedule B [omitted]. The
Partnership will take any actions required to maintain under this
Section, and will not cancel them or allow them to lapse without the
prior written consent of all Partners.
11.9.2. Additional Insurance. The Partnership may acquire
any additional policies of life insurance it deems appropriate to carry
out this Agreement, and each Partner will cooperate fully in any such
acquisition, including submitting to any physical examinations and
providing any medical information required by the insurer. All
additional policies will be listed on Schedule B [omitted].
11.9.3. Payment of Premiums. The Partnership will pay every
premium on any life insurance policies that it is required to maintain
under this Section, and give each insured Partner proof of such payment
within [number] days of the date the premium was due. If the
Partnership fails to supply such proof, any Partner may pay the premium
and be reimbursed for his payment by the Partnership. All dividends on
any such policies will be applied to the payment of premiums.
11.10. Condition Precedent to Admission of Substitute Partner.
No person to whom a Partnership Interest is properly transferred shall
be substituted as a new Partner in place of the transferring Partner
a. The transferee has agreed, in a writing delivered to
the General Partner, to assume all of the obligations
and undertakings of the transferor under this
b. The transferee has paid to the General Partner a fee
not to exceed . . . . . dollars ($. . .) to cover the
costs of preparing, executing, and recording all
11.11. Attorney's Representations. The parties all
acknowledge that the Partnership's counsel, [name], Esq., prepared
this Agreement on behalf of and in the course of his representation of
the Partnership, and that:
a. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S
COUNSEL THAT A CONFLICT EXISTS AMONG THEIR INDIVIDUAL
b. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S
COUNSEL TO SEEK THE ADVICE OF INDEPENDENT COUNSEL;
c. THE PARTIES HAVE HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT COUNSEL; and
d. THE PARTIES HAVE RECEIVED NO REPRESENTATIONS FROM
THE PARTNERSHIP'S COUNSEL ABOUT THE TAX CONSEQUENCES
OF THIS AGREEMENT; and
e. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S
COUNSEL THAT THIS AGREEMENT MAY HAVE TAX CONSEQUENCES;
f. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S
COUNSEL TO SEEK THE ADVICE OF INDEPENDENT TAX COUNSEL;
g. THE PARTIES HAVE HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT TAX COUNSEL.
This Agreement may be amended by the General Partner only with the
unanimous consent of the Limited Partners, if the amendment would change
their required contributions, their rights and interests in Partnership
profits or losses, their rights on liquidation of the Partnership, the
payment of cash flow, income tax allocations, or the requisite vote
needed to expel a member. Any other provision of this Agreement may be
amended by the affirmative vote of the Partners holding a majority of
the Partnership Interests, except that any amendments needed to correct
errors in this Agreement may be made by the unilateral act of the
ADMISSION AND EXPULSION OF LIMITED PARTNERS
13.1. Admission of New Limited Partners. A person may be
admitted as a Limited Partner by the decision of the General Partner,
provided that he or she consent in writing in a form satisfactory to the
Partners, to be bound by this Agreement.
13.2. Expulsion of Limited Partners. Any Limited Partner may
be expelled from the Partnership on the decision of the General Partner.
Upon the expulsion of any Partner, the Partnership shall be required to
pay to such Partner an amount equal to the fair market value of such
expelled Partner's Partnership Interest. The fair market value of such
expelled Partner's Partnership Interest shall be determined by an
independent appraisal performed by the Certified Public Accountant (CPA)
regularly employed to prepare the tax returns of the Partnership or, if
there is no such CPA or such CPA is unacceptable to the expelled Partner
(as indicated by such expelled Partner's written protest delivered to
the General Partner within [number] days of such expelled Partner's
knowledge of his or its expulsion), by another CPA selected by the
General Partner, whose decision in this matter shall be conclusive. The
closing on such sale and the payment for such purchased Partnership
Interest shall be the same as is required under Section 11 for a sale of
a Partnership Interest.
LIMITED PARTNER'S DEATH, INSANITY, ETC.
A Limited Partner's death or adjunction of insanity or
incompetence will not dissolve the Partnership. The committee or other
legal representatives of the estate of the insane or incompetent Limited
Partner will have the same rights (subject to the same limitations) as
the insane or incompetent Limited Partner, and shall be subject to the
provisions of Section 11 regarding the assignment of the interest of the
insane or incompetent Limited Partner.
15.1. Causes for Dissolution. The Partnership shall be
dissolved upon any of the following events:
a. The General Partner's withdrawal or adjudication of
bankruptcy, or the occurrence of any other event
causing dissolution of a Limited Partnership under
state law. However, if, within [number] days from
the General Partner's withdrawals, dissolution, or
adjudication of bankruptcy, the other Partners elect
to continue the Partnership, then:
(i) The Partnership will not be dissolved and it
will continue under this Agreement;
(ii) The remaining Limited Partners will elect
a new General Partner (and the Agreement and
certificate will be amended); and
(iii) The Partnership Interest of the former
General Partner will be converted into a
Limited Partnership Interest, and such former
General Partner (or his or its trustee in
bankruptcy, successors, or assigns, or other
personal or legal representatives) will be a
b. Whenever the General Partner and those of the
Limited Partners holding a majority of the Partnership
Interests of all Limited Partners agree in writing
that the Partnership be dissolved.
15.2. Winding Up. Upon its dissolution, the Partnership will
terminate and immediately commence to wind up its affairs. The Partners
shall continue to share in profits and losses during liquidation in the
same manner and proportions as they did before dissolution. The
Partnership's assets may be sold, if a price deemed reasonably by the
Partners may be obtained. The proceeds from liquidation of Partnership
assets shall be applied as follows;
a. First, all of the Partnership's debts and
liabilities to persons other then Partners shall be
paid and discharged in the order of priority as
provided by law;
b. Second, all debts and liabilities to Partners shall
be paid and discharged in the order of priority as
provided by law; and
c. Third, all remaining assets shall be distributed
proportionately among the Partners in the ratios of
their respective Partnership interests.
15.3. Gain or Loss. Any gain or loss on the disposition of
Partnership properties in the process of liquidation shall be credited
or charges to the Partners in proportion to their Partnership Interest
provided, however, that gain or loss with respect to property
contributed to the Partnership by a Partner shall be shared among the
Partners so as to take account of any variation between the basis of the
property so contributed and its fair market value at the time of
contribution, in accordance with any applicable United States Treasury
regulations. Any property distributed in kind in the liquidation shall
be valued and treated as though it were sold and the cash proceeds
distributed. The difference between the value of property distributed
in kind and its book value shall be treated as a gain or loss on the
sale of property and shall be credited or charged to the Partners
15.4. Partnership Assets Sole Source For Payment of Partners'
Debts. The Partners shall look solely to the Partnership's assets for
the payment of any debts or liabilities owed by the Partnership to the
Partners and for the return of their capital contributions and
liquidation amounts. If the Partnership property remaining after the
payment or discharge of all of its debts and liabilities to persons
other than Partners is insufficient to return the Partners' capital
contributions, they shall have no recourse therefor against the
Partnership or any other Partners, except to the extent that such other
Partners may have outstanding debts or obligations owing to the
15.5. Person Authorized to Liquidate Partnership. The winding
up of Partnership affairs and the liquidation and distribution of its
assets shall be conducted by the Partners, who are hereby authorized to
do any and all acts and things authorized by law in order to effect such
liquidation and distribution of the Partnership's assets.
POWER OF ATTORNEY
16.1. Power of General Partner. To facilitate the simple
operation of the Partnership's business and to avoid frustration for the
purposes of the Partnership by minority Partners refusing to cooperate
to enforce this Agreement, each Limited Partner names the General
Partner as his, or its attorney-in-fact, and gives the General Partner
full power and authority, in the place of the Limited Partner, to file
a. Any amendment to the certificate of Partnership;
b. Any documents of any kind required by any state in
which the Partnership does business;
c. Any other documents deemed advisable by the General
d. Any other documents required to continue the
Partnership, admit additional or substituted Partners,
or dissolve or terminate the Partnership or any
interest in it;
e. Any documents required to obtain or settle any loan;
f. Any documents that may be required to transfer any
16.2. Power With an Interest. The power of attorney granted
under Section 16.1:
a. Is a power coupled with an interest;
b. Is irrevocable and survives the Partner's
c. May be exercised by the General Partner by a
facsimile signature or by listing all of the Limited
Partners executing the instrument with a signature of
the General Partner as the attorney-in-fact for all of
d. Survives the assignment of a Limited Partner's
interest and empowers the General Partner to act to
the same extent for any successor Limited Partner.
17.1. "Agreement." The "Agreement" is this Limited
Partnership Agreement as the same may be amended from time to time. The
Agreement includes all schedules, as they may be amended from time to
17.2. "Agreement Price." The "Agreement Price" is the price
at which, pursuant to the terms of this Agreement, a Partner must offer
to sell all or any of his Partnership Interest.
17.3. "Agreement Terms." The "Agreement Terms" are the terms
and conditions under which the sale of a Partner's Partnership Interest
is conducted, including (but not limited to) the form of consideration
to be paid, the time of the closing, and the steps to be taken at the
17.4. "Bona Fide Offer." A "Bona Fide Offer" is an offer in
writing, signed by the offeror, who must be a person, Partnership, or
corporation financially against the offeror, and binding the offeror to
become a Partner and assume all of the obligations and undertakings of
the seller in accordance with the terms of this Agreement.
17.5. "Code". The "Code" is the Internal Revenue Code of
1986, as amended from time to time.
17.6. "Days." Any reference in this Agreement to "days" means
all calendar days, whether or not such days are legal holidays under the
laws of the United States or any State.
17.7. "Encumber" or "Encumbrances." "To Encumber" includes to
pledge, hypothecate, or otherwise secure any type of debt or obligation
with a Partnership Interest, whether incurred voluntarily or
involuntarily, and in any manner whatsoever. An "Encumbrance" is any
type of security or surety interest created by such Encumbering.
17.8. "General Partner." The "General Partner" is [name] or
any successor General Partner.
17.9. "Limited Partner." A "Limited Partner" and the "Limited
Partners" are one (1) or more of the persons whose names are listed on
Schedule A [omitted] to the Agreement as being Limited Partners.
17.10. "Net Cash Flow." Net cash flow is the Partnership's
taxable income, increased by any depreciation or depletion deductions
taken into account in computing taxable income and any nontaxable income
or receipts (other than capital contributions and the proceeds of any
Partnership borrowing); and reduced by any principal payments on any
Partnership debts and expenditures to acquire or improve Partnership
17.11. "Offered Interest." The "Offered Interest" is all of
the Partnership Interest that is offered for sale to the other Partners
or to the Partnership or that is deemed to have been so offered pursuant
to this Agreement.
17.12. "Offering Partner." The "Offering Partner" is the
Partner (or his Personal Representative) who offers or is deemed to
offer to sell some or all of his Partnership Interest to the other
Partners, pursuant to this Agreement.
17.13. "Partners." The "Partners" or a "Partner," when used
without the words "General" or "Limited," refers to both the General and
17.14. "Partnership." The "Partnership" is THE [NAME]
17.15. "Partnership Capital." The "Partnership Capital" is
the total of the Partners' capital contributions.
17.16. "Partnership Interests." The "Partnership Interests"
are the relative interests of the Partners in the Partnership, as shown
on Schedule A [omitted].
17.17. "Personal Representative." A Partner's "Personal
Representative" includes any administrator, executor, trustee, or other
personal representative who is vested with the responsibility for
administering the disposition of any Interest on account of a deceased
Partner's death, and equally any individual who holds such Interest as a
legatee, distributee, or successor in interest, or trustee where no
executor, administrator, or similar fiduciary does appointed or where
any appointed executor, administrator, or fiduciary does not have
control over any of the deceased Partner's Partnership Interest.
17.18. "Property." The "Property" is that real estate
described with greater specificity on Schedule C [omitted].
17.19. "Transfer, Etc." A "Transfer" is any sale, pledge,
Encumbrance, gift, bequest, or other transfer of any Partnership
Interest, whether or not for value and whether or not made to another
party to this Agreement. An "Involuntary Lifetime Transfer" is any
Transfer made on account of a court order or otherwise by operation of
law, including any Transfer incident to any divorce or marital property
settlement or any Transfer pursuant to applicable community property,
quasi-community property, or similar state law. A "Voluntary Lifetime
Transfer" is any Transfer made during a Partner's lifetime that is not
an Involuntary Lifetime Transfer. Unless the context indicates
otherwise, "Transfer" includes both Voluntary and Involuntary Lifetime
Transfers. A Transfer made to a trust that is wholly revocable by the
Transferor shall not be a Transfer for purposes of this Agreement, but
any subsequent Transfer by the trustee of such trust shall be deemed to
have been made by the trust's grantor.
18.1. Notices. Any notice or payment required or permitted
under this Agreement will be given and served either by personal
delivery to the party to whom it is directed, or by U.S. registered or
certified mail, return receipt requested, postage and charges prepaid,
and if it is sent to a Partner, addressed to his or her address as it
appears on the records of the Partnership. Any notice is deemed given
on the date on which it is personally delivered, or, if mailed, on the
date it is posted, addressed and sent as required by this Section 18.1.
Any Partner may change his or her address for all purposes of this
Agreement by giving notice in writing, stating his or her new address to
the General Partner. Such a change of address will be effective
[number] days after to notice is received by the General Partner.
18.2. Non-Waiver. Any party's failure to seek redress for
violation of or to insist upon the strict performance of any provision
of this Agreement will not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of an
18.3. Severability. Every provision of this Agreement is
intended to be severable. If any term or provision of this Agreement is
declared invalid for any reason whatsoever, its invalidity will not
affect the validity of the remainder of the Agreement.
18.4. Good Faith. The doing of any act or the failure to do
any act by a Partner or the Partnership, the effect of which causes any
loss or damage to the Partnership, will not subject such Partner or the
Partnership to any liability, if done pursuant to advice of the
Partnership's legal counsel or in good faith to promote the
Partnership's best interests.
18.5. Governing Law. This Agreement is to be construed
according to the laws of the State of [state].
18.6. Cumulative Rights. The rights and remedies provided in
this Agreement are cumulative, and the use of any right or remedy does
not limit a party's right to use any or all other remedies. All rights
and remedies in this Agreement are in addition to any other legal rights
the parties may have.
18.7. Other Activities. Every Partner may engage in whatever
activities he chooses without having or incurring any obligation to
offer any interest in such activities to any party hereof.
18.8. Confidentiality. No Partner may, without the General
Partner's express written consent, divulge to others any information not
already known to the public pertinent to the services, clients, or
operations of the Partnership, whether before or after the Partnership's
18.9. Counterparts. This Agreement may be executed in any
number of counterparts with the same effect as if all parties hereto had
all signed the same document. All counterparts will be construed
together and will constitute one (1) agreement.
18.10. Waiver of Partition. Each of the parties waives during
the term of the Partnership any right that he may have to maintain any
action for partition with respect to the Partnership's property or
18.11. Binding Terms. The terms of this Agreement are binding
upon and inure to the benefits of the parties and, to the extent
permitted by this Agreement, their heirs, executors, administrators,
legal representatives, successors, and assigns.
18.12. Personal Property. The interests of each Partner in
the Partnership are personal property and not real property.
18.13. Gender and Number. Unless the context requires
otherwise, the use of a masculine pronoun includes the feminine and the
neuter, and vice versa, and the use of the singular includes the plural,
and vice versa.
IN WITNESS WHEREOF, the undersigned have executed and acknowledged
this Agreement of Partnership on the date written above.