Partnership Agreement Form - Free Download | Page 7
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POWERS, DUTIES AND LIMITATIONS OF GENERAL PARTNER
13.01 MANAGEMENT OF THE PARTNERSHIP. The General Partner shall have
full, exclusive and complete discretion in the management and control of the
Partnership. The General Partner agrees to manage and control the affairs of the
Partnership to the best of his ability and to conduct the operations contemplated
under this Agreement in a careful and prudent manner and in accordance with
good industry practice. The General Partner shall only be required to devote
such part of his time as is reasonably needed to manage the business of the
Partnership, it being understood that the General Partner shall not be required to
devote his time exclusively to the Partnership.
13.02 COMPENSATION TO THE GENERAL PARTNER. The General Partner
shall receive up to _____(Amount/Optional)_____ dollars per month as an
advance against his share in cash disbursements of the partnership. Any portion
of such cash advances to the General Partner from the Partnership shall be
deducted from the General Partner's share in cash disbursements.
13.03 ADMISSION OF LIMITED PARTNERS. No additional Limited Partners
shall be admitted to the Partnership without the consent of the Limited Partner.
13.04 SPECIFIC LIMITATIONS. The General Partner shall not, except as herein
provided, without written consent of the Limited Partner:
(a) Do any act in contravention of this Agreement;
(b) Do any act which would make it impossible to carry on the ordinary business of the
Partnership;
(c) Confess a judgement against the Partnership;
(d) Possess Partnership property, or assign its specific rights in specific Partnership
property, for other than a Partnership purpose;
(e) Admit a person as a General or Limited Partner.
13.05 SPECIFIC POWERS. The General Partner shall have the following power
and duties:
(a) With the approval of the Limited Partner, to cause the dissolution and winding up of
the Partnership;
(b) To collect all monies due the Partnership;
(c) To establish, maintain, and supervise the deposits and withdrawals of funds into bank
accounts of the Partnership;
(d) To employ accountants or prepare required tax returns. The fee for preparation of
such tax returns shall be an expenses of the Partnership.
(e) To employ attorneys for Partnership purposes. Any such attorney's fees and expenses
incident thereto shall be an expense of the Partnership.
13.06 AMENDMENTS. Amendments to this Agreement may be proposed by the
General Partner or by the Limited Partner.
13.07 LIMITATION ON DUTY. Notwithstanding anything to the contrary
contained in this Article or elsewhere in this Agreement, the General Partner shall
have no duty to take affirmative action with respect to management of the
Partnership business or property which might require the expenditure of monies
