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LIMITED PARTNERSHIP AGREEMENT
This Agreement of Limited Partnership is made effective as of _______________, by and
between _______________ (hereinafter referred to as "General Partner"), and _____________,
_______________, _______________ and _______________ (hereinafter individually referred
to as "Limited Partner" and collectively referred to as "Limited Partners").
IT IS HEREBY AGREED:
ARTICLE I
THE PARTNERSHIP
1.1 Name of Partnership. The name of the Partnership shall be "________________,
a California Limited Partnership." The business of the Partnership shall be conducted under that
name.
1.2 Purpose of Partnership. The Partnership shall engage in the business of
___________________________ and such activities as are related or incidental thereto.
1.3 Principal Place of Business. The principal executive office of the Partnership
shall be at ______________________________, or at such other place as may be determined
from time to time by the General Partner. If the General Partner changes the executive office of
the Partnership, he shall give written notice of the change of address to each Limited Partner at
least thirty (30) days before that change.
1.4 Term of Partnership. The term of the Partnership commenced on _____________
and shall continue for a period of thirty (30) years unless sooner dissolved as hereinafter
provided.
1.5 Certificate of Limited Partnership. The General Partner shall immediately
execute a Certificate of Limited Partnership and cause that Certificate to be filed in the office of
the Secretary of State of California. Thereafter, the General Partner shall execute and cause to be
filed certificates of amendment of the Certificate of Limited Partnership whenever required by
the California Revised Limited Partnership Act or this Agreement.
1.6 Glossary of Terms. Except as otherwise stated in this Agreement or as the
context of this Agreement requires, the terms defined in this Section shall, for the purposes of
this Agreement, have the meanings herein specified.