LIMITED PARTNERSHIP AGREEMENT
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
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