1. [Partner Name], residing at [Address]; and

2. [Partner Name], residing at [Address].

(Collectively referred to as the “Partners.”)

RECITALS

WHEREAS, the Partners desire to form a limited liability partnership (“LLP”) under the laws of _________________; and

WHEREAS, the Partners wish to set forth the terms and conditions of their business relationship and operation of the LLP.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Partners agree as follows:

1. Formation of the LLP

1.1 Name. The name of the LLP shall be [Name of LLP].

1.2 Principal Office. The principal office of the LLP shall be located at [Address].

1.3 Purpose. The purpose of the LLP is to engage in [specific business activity] and such other activities as the Partners may agree upon from time to time.

2. Term

The LLP shall commence on [Start Date] and shall continue until dissolved in accordance with this Agreement or applicable law.

3. Capital Contributions

3.1 Initial Contributions. Each Partner shall contribute the following capital to the LLP:

– [Partner Name]: [Description of Contribution and Value]

– [Partner Name]: [Description of Contribution and Value]

3.2 Additional Contributions. Additional contributions may be required upon unanimous agreement of the Partners.

4. Profit and Loss Allocation

4.1 Profits and losses of the LLP shall be allocated among the Partners in proportion to their respective capital contributions unless otherwise agreed upon in writing.

5. Management

5.1 Management Structure. The LLP shall be managed by [all Partners/designated Managing Partner(s)].

5.2 Decision-Making. Decisions shall be made by a majority vote unless otherwise stated in this Agreement or required by law.

6. Partner Responsibilities

Each Partner shall devote such time, effort, and skill as is necessary to fulfill their responsibilities and obligations to the LLP.

7. Distributions

Distributions of profits shall be made to the Partners in accordance with their respective shares after accounting for LLP expenses and reserves.

8. Withdrawal of a Partner

8.1 Voluntary Withdrawal. A Partner may withdraw from the LLP by providing [number] days’ written notice to the other Partners.

8.2 Involuntary Withdrawal. A Partner may be removed upon unanimous agreement of the remaining Partners for cause, including but not limited to breach of this Agreement.

9. Dissolution

9.1 The LLP shall be dissolved upon the occurrence of any of the following events:

– Unanimous written agreement of the Partners;

– Withdrawal or death of a Partner, unless the remaining Partners agree to continue the LLP; or

– Any event making it unlawful for the LLP to continue its business.

9.2 Distribution of Assets. Upon dissolution, the assets of the LLP shall be liquidated, and any remaining assets shall be distributed among the Partners according to their respective shares.

10. Miscellaneous

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

10.2 Amendments. This Agreement may only be amended by a written instrument signed by all Partners.

10.3 Entire Agreement. This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements or understandings.

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first above written.

___________________________

[Partner Name]

___________________________

[Partner Name]

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