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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]; and

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 investments; 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:

Section 1

NAME

The Partnership's name is THE [name] LIMITED PARTNERSHIP.

Section 2

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.

Section 3

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].

Section 4

TERM

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.

Section 5

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 [omitted].

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 Account.

5.4. No Interest Paid. No Partner will receive any interest on his capital contributions or Partnership Interest.

Section 6

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 regulations.

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 Interests.

Section 7

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 business;

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 Partner.

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 business.

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.

Section 8

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 such information.

Section 9

BANKING

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 Partner.

Section 10

TAX ELECTIONS

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 743.

Section 11

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 until:

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 Agreement; and

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 pertinent documents.

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 INTEREST; and

b. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S COUNSEL TO SEEK THE ADVICE OF INDEPENDENT COUNSEL; and

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; and

f. THE PARTIES HAVE BEEN ADVISED BY THE PARTNERSHIP'S COUNSEL TO SEEK THE ADVICE OF INDEPENDENT TAX COUNSEL; and

g. THE PARTIES HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT TAX COUNSEL.

Section 12

AMENDMENTS

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 General Partner.

Section 13

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.

Section 14

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.

Section 15

DISSOLUTION

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 Limited Partner.

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 accordingly.

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 Partnership.

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.

Section 16

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 and record:

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 Partner.

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; and

f. Any documents that may be required to transfer any Partnership assets.

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 incompetency;

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 them; and

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.

Section 17

DEFINITIONS

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 time.

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 closing.

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 assets.

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 Limited Partners.

17.14. "Partnership." The "Partnership" is THE [NAME] LIMITED PARTNERSHIP.

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.

Section 18

MISCELLANEOUS

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 original violation.

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 dissolution.

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 assets.

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.

[signature]

[name]

[signature]

[name]

[signature]

[name]