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Limited Partnership Agreement

Limited Partner - 2 Parties

Two Parties Limited Partnership Agreement (a general partnership) will be established under local law. It provides a basic Limited Partnership framework only. This agreement is drafted in favour of the Limited Partner.

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Two Parties Limited Partnership Agreement (a general partnership) will be established under local law. It provides a basic Limited Partnership framework only. This agreement is drafted in favour of the Limited Partner.

LP1 (the "Limited Partner") wishes to establish a partnership with the General Partner (each a “Partner”, together with the “Partners”) in [Territory] under the name of [name] (the Partnership) for the purpose of [business].

The Partners wish to regulate their relationship as partners in the Partnership and the management of the Partnership in accordance with the terms of this Agreement.

The Business shall be conducted in the best interests of the Partnership on sound commercial profit-making principles in accordance with the Business Plan. The Partners shall use all reasonable endeavours to procure its prompt and effective implementation.

The Partners shall respectively make initial contributions to the capital of the Partnership as follows:

(a) General Partner: [describe or refer to a commitment to providing initial contribution: cash, assets, transfer of property etc.]

(b) LP1: [describe or refer to a commitment to providing initial contribution: cash, assets, transfer of property etc.]

The Percentage Shares of the Partners shall accordingly be X per cent for General Partner and Y per cent for LP1 (or such other percentages as may from time to time be a consequence of any sale, assignment, transfer or disposal of the whole or part of a Partner's Partnership Interest pursuant to or as permitted by this Agreement).

Each Partner undertakes that it will during the term of this Agreement contribute its Percentage Share of all funding required by any relevant Budget or as agreed by the General Partner.

All capital contributed by General Partner and LP1 to meet funding shall (unless otherwise agreed by the Partners) be treated as a capital contribution and credited to its respective Capital Account.

The Partners are not obliged to provide guarantees to support the Partnership's financing commitments. If they do so, such guarantees shall be given in proportion to each Partner's Percentage Share. The liabilities of the Partners under such guarantees (so far as possible) shall be several and not joint and several. If a claim is made under any such guarantee against a Partner, it is entitled to such a contribution from the other Partner as will ensure that the aggregate liability is borne by the Partners in their respective Percentage Shares.

The amount of profits and losses in respect of any Accounting Period shall be determined from the Accounts of the Partnership. All profits and losses of the Partnership for any Accounting Period shall be allocated to the Partners in proportion to their Percentage Shares unless the Partners agree otherwise.

All profits and losses allocated shall be respectively credited or debited to the Partners' current accounts.

Any cash available to the Partnership which the General Partner determines is surplus to the requirements of the Partnership shall, at the request of any Partner, be distributed to General Partner and LP1 in accordance with their respective Percentage Shares.

Overall supervision of the Business is the responsibility of the General Partner. The General Partner has authority to act on behalf of the Partnership in all matters in connection with the Business and will carry out its duties in such manner as the General Partner considers to be in the best interests of the Partnership.

Subject to any other provision of this Agreement, a person may be admitted as a General Partner after the registration with the Companies House is filed only with the written consent of each General Partner and the vote or written consent of fifty-one percent (51%) of all Partners.

Subject to the provisions governing transfers of Partnership interests, a person may acquire an interest in the Partnership directly from the Partnership and be admitted as an Additional Limited Partner only with the approval of the General Partner and fifty-one percent (51%) of all Partners. Each Partner's interest will be proportionally reduced to admit the new Limited Partner.

The Limited Partner shall not participate in the management or operation of the business of the Partnership. The General Partner may not be removed by the Limited Partner.

The Partnership shall pay reasonable fees to the General Partner for services rendered to the Partnership, as determined by the Partners.

Other than his share of profits and losses, the General Partner shall not be entitled to any additional compensation for services rendered as General Partner.

The General Partner shall have the power and authority to take such reasonable action from time to time as necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation the power to:

Acquire property, including real or personal property, for the use of the Partnership upon such terms and conditions advantageous to the Partnership;

Finance the Partnership's activities by borrowing money from third parties on such terms and under such conditions as reasonably appropriate at the most favourable rate. When money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, or grant a security interest in Partnership properties as security for the repayment of such loans.

Employ, retain, or otherwise secure the services of such personnel or firms for or to facilitate the conduct of Partnership business affairs, all on such terms and at a favourable consideration; and

Take any and all other activities which is permitted by law and which is customary in or reasonably necessary related to the conduct of the Partnership business or affairs.

In the case where there is more than one General Partner, the General Partners shall meet quarterly. In addition, any General Partners has the right to convene a meeting of the General Partners at any time. Any meeting of the General Partners shall be called by the Chairperson and conducted in accordance with the provisions.

The quorum for any meeting of the General Partner (other than an adjourned meeting) is at least one representative from each General Partner. If that quorum is not present within 30 minutes from the time appointed for the meeting or if during the meeting the quorum ceases to be present, the meeting shall be adjourned for fourteen (14) Business Days.

At least fourteen (14) Business Days' written notice shall be given of any meeting of the General Partners, provided that a shorter period of notice may be given with the written approval of all General Partners. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed (in particular) and shall be accompanied by copies of any relevant papers to be discussed at the meeting and any resolutions to be tabled. A meeting of the General Partner may consist of a conference between General Partners who are not all in one place, but of whom each is able (directly or by telephonic communication) to speak to each of the others and to be heard by each of the others simultaneously; and the word meeting in this Agreement shall be construed accordingly.

Any General Partner can require the Chief Executive or any other Executive Manager to attend (but not vote at) all or part of any meeting of the General Partner in order to provide information or views. The General Partner must notify the relevant Executive Manager and the Chairperson and the other General Partners within five Business Days of receiving the notice of meeting that the Executive Manager's attendance is required and specify the items on which his information or views will be required.

Resolutions of the General Partner shall be passed as follows:

(a) Each General Partner has one vote. Any General Partner who is absent from the meeting may nominate any other General Partner who is present to act as his alternate and to vote in his place at the meeting.

(b) The General Partners present (if constituting a quorum) shall nominate a chairperson for that meeting; any General Partner acting as such a chairperson shall continue to have his vote.

(c) Resolutions of the General Partners are passed by simple majority.

In the event of deadlock on any vote taken which cannot be resolved after a further meeting of the General Partners, the matter shall be referred to the vote of the Partners whose determination shall bind the General Partners.

How to use this Document?

This shareholders' agreement should be carefully read by the partners involved.

All partners should sign and return a copy, and once signed, all parties should get a copy.

To avoid any future disputes, all parties may wish to have their signatures witnessed.

If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.


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