Limited Partnership Contract

This Limited Partnership Contract ("Contract") is entered into on June 15, 2050 between [Your Name], a [Legal Entity Type] organized and existing under the laws of [Jurisdiction], with its principal place of business at [Your Company Address] ("General Partner"), and [Limited Partner Name], a [Legal Entity Type] organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address] ("Limited Partner").

1. Formation of Limited Partnership

1.1 Formation: The General Partner hereby forms a limited partnership (the "Partnership") under the laws of [Jurisdiction]. The formation of the Partnership shall be evidenced by the execution of this Contract by the General Partner and the Limited Partner.

1.2 Name: The Partnership shall be known as XYZ Associates. The name of the Partnership shall be used in all legal and business transactions conducted by the Partnership.

1.3 Term: The term of the Partnership shall commence on the date of execution of this Contract and shall continue until terminated by the provisions herein. The term of the Partnership may be extended by mutual agreement of the Partners.

2. Capital Contributions

2.1 Initial Capital Contributions: The Limited Partner shall contribute to the Partnership an initial capital contribution of $100,000 in cash or other property, as agreed upon by the Parties. The General Partner shall specify the manner and timing of such contribution.

2.2 Additional Contributions: The Limited Partner may be required to make additional capital contributions to the Partnership as determined by the General Partner in its sole discretion. Any requirement for additional contributions shall be communicated to the Limited Partner in writing.

2.3 Return on Capital: The Limited Partner shall be entitled to a return on its capital contributions as provided herein. The return on capital shall be distributed to the Limited Partner by the terms of this Contract and applicable law.

3. Distribution of Profits and Losses

3.1 Allocation of Profits and Losses: Profits and losses of the Partnership shall be allocated among the Partners by their respective partnership interests as set forth herein. The allocation of profits and losses shall be made periodically as determined by the General Partner.

3.2 Distributions: The General Partner shall make distributions to the Partners by the terms of this Contract and applicable law. Distributions shall be made in proportion to the respective partnership interests of the Partners.

4. Management and Authority

4.1 Management: The General Partner shall have full management authority over the affairs of the Partnership. The General Partner shall have the authority to make all decisions relating to the investment and operation of the Partnership's assets.

4.2 Decisions: Decisions regarding the Partnership shall be made by the General Partner in its sole discretion, subject to any limitations set forth herein. The Limited Partner shall not have the authority to participate in the management or decision-making of the Partnership.

5. Withdrawal and Transfer of Partnership Interests

5.1 Withdrawal: The Limited Partner shall not have the right to withdraw from the Partnership except as provided herein. Any withdrawal by the Limited Partner shall be subject to the approval of the General Partner.

5.2 Transfer: The Limited Partner shall not have the right to transfer its partnership interest without the prior written consent of the General Partner. Any attempted transfer of partnership interests without such consent shall be null and void.

6. Dissolution and Termination

6.1 Events of Dissolution: The Partnership shall be dissolved upon the occurrence of certain events as set forth herein. Events of dissolution may include the bankruptcy or withdrawal of the General Partner, or the occurrence of any other event specified in this Contract.

6.2 Winding Up: Upon dissolution of the Partnership, the affairs of the Partnership shall be wound up by applicable law. The General Partner shall be responsible for winding up the affairs of the Partnership and distributing its assets to the Partners.

7. Indemnification

The General Partner shall indemnify and hold harmless the Limited Partner from any liabilities incurred by the Partnership, except to the extent caused by the gross negligence or willful misconduct of the Limited Partner. The indemnification provided herein shall survive the termination of this Contract.

8. Governing Law and Dispute Resolution

8.1 Governing Law: This Contract shall be governed by and construed by the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Contract shall be resolved through arbitration by the rules of [Arbitration Institution].

8.2 Dispute Resolution: Any disputes arising out of or in connection with this Contract shall be resolved through arbitration by the rules of [Arbitration Institution]. The decision of the arbitrator shall be final and binding on the Parties.

9. Miscellaneous

9.1 Entire Contract: This Contract constitutes the entire contract between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendments or modifications to this Contract shall be made in writing and signed by both Parties.

9.2 Amendment: This Contract may only be amended in writing and signed by both Parties. No amendment to this Contract shall be effective unless made by this Section.

IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first above written.

[Your Name]

[Date Signed]

[Limited Partner Name]

[Date Signed]