Liimited Partnership Agreement

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					                            LIMITED PARTNERSHIP AGREEMENT
                                                OF
                              _______________________________,
                                 a California Limited Partnership




       THIS LIMITED PARTNERSHIP AGREEMENT is entered into as of

________________, 19__, among ___________________________, as General Partner (the

"General Partner") and ___________________ as Limited Partners (individually, a "Limited

Partner" and collectively, the "Limited Partners"). The General Partner and Limited Partners are

collectively referred to as the Partners, and individually as a Partner.

       The Partners hereby join together to form a limited partnership under the California

Revised Limited Partnership Act, on the terms and conditions set forth below.

1.              Name. The name of the Partnership is _______________, a California Limited

Partnership. The General Partner may cause the Partnership to conduct business under any other

or substitute name as the General Partner deems appropriate. The General Partner shall give the

Limited Partners at least thirty days' notice before using any such other or substitute name.

2.              Place of Business. The principal place of business of the Partnership shall be the

office of the General Partner at ____________________________________, or at such other

place as the General Partner may determine. The General Partner shall give the Limited Partners

at least thirty days' notice of any change in the principal place of business of the Partnership.

3.              Purpose. The purpose of the Partnership is to ______

______________________________________, and to do all things necessary or incidental to

such purpose.
4.             Term. The Partnership term shall begin on the date of filing the Partnership's

Certificate of Limited Partnership with the Office of the Secretary of State of California. The

Partnership term shall end on ___________________, unless sooner terminated under Section 16

of this Agreement.

5.             Control in General Partner. Subject to the voting rights of Limited Partners as

provided in Section 14, the General Partner shall have exclusive and complete control over the

business of the Partnership, including the power to assign duties, to sign deeds, notes, deeds of

trust, contracts and leases, and to assume direction of business operations, and shall have all

rights, power, and authority generally conferred by law or necessary, advisable, or consistent

with accomplishing the purpose of the Partnership.

6.             Limitation on Partners' Obligations. The General Partner is not obligated to

devote full time to the affairs of the Partnership. The General Partner may become involved in

other businesses and occupations and other partnerships. The General Partner shall devote to the

Partnership business the amount of time reasonably necessary to manage the business and affairs

of the Partnership and to perform the duties of the General Partner.

               A Partner shall have no obligation to present any investment opportunity to the

Partnership, even if the opportunity is of a character consistent with the purpose of the

Partnership and which, if presented to the Partnership, could be taken by the Partnership. Each

Partner shall have the right to take for the Partner's own account or to recommend to others any

investment opportunity. The Partners shall have no duties or obligations to one another except

those expressly stated in this Agreement.

7.             Indemnification of General Partner. The Partnership, its successors and assigns,

shall indemnify, hold harmless, and pay all judgments and claims against the General Partner, its
agents and assigns, arising from or in connection with any liability, loss, or damage incurred by

any of them by reason of any act performed or omitted to be performed with respect to the

business of the Partnership, including costs and attorneys' fees and any amounts expended in the

settlement of any such claims, unless the loss, liability, or damage was caused by the gross

negligence, fraud or willful misconduct of the indemnified person.

8.             Capital Contributions and Accounts. Each Partner shall contribute as invested

capital the amount shown opposite the Partner's name on the signature page of this Agreement.

No Partner shall be required or permitted to make any additional contribution to the capital of the

Partnership except with the unanimous consent of the Partners. If anyone is admitted as a new

Partner to the Partnership, the Partners agree to make appropriate revisions to this Agreement,

including revisions to the terms governing capital contributions and allocations, as may be

appropriate. The admission of a new Partner shall not terminate the Partnership. Each Partner

shall have a capital account equal to that Partner's capital contributions plus allocations of net

income and minus distributions and allocations of net loss.

9.             Compensation of the General Partner. The Partnership shall pay the General

Partner a monthly partnership management fee of ________________________ Dollars

($_____________). The General Partner shall also receive reasonable compensation for any

goods or services the General Partner provides to the Partnership. The compensation shall be

paid on terms no less favorable to the Partnership than it could obtain for goods or services of

comparable quality from independent third parties in the area where the property is located. The

Partnership shall pay or reimburse the General Partner for all expenses of the Partnership and its


				
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Description: California Liimited Partnership Agreement
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