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Limited Partnership Agreement

$10.00 $5.00

Protect yourself with a professional Limited Partnership Agreement to suit your specific needs.

Description

 

Downloadable Music Contract Template

Protect yourself with a professional music contract to suit your specific needs. Download a fully customizable music contract template.

 


 

Contents of the Limited Partnership Agreement

 

ARTICLE I – FORMATION OF LIMITED PARTNERSHIP

  • FORMATION
  • PURPOSE
  • NAME
  • AFFILIATIONS
  • PRINCIPLE PLACE OF BUSINESS

ARTICLE II – DEFINITIONS

ARTICLE III – TERM OF THE PARTNERSHIP

ARTICLE IV – SHARING PERCENTAGES OF PARTNER

  • TAX LOSSES
  • TAXABLE INCOME

ARTICLE V – CAPITAL CONTRIBUTIONS OF PARTNERS

  • CAPITAL CONTRIBUTIONS
  • ASSESSMENTS AND ADDITIONAL CONTRIBUTIONS

ARTICLE VI – CAPITAL ACCOUNTS

  • CAPITAL ACCOUNTS
  • CALCULATION OF CAPITAL ACCOUNT
  • WITHDRAWAL OF CAPITAL
  • INTEREST ON CAPITAL ACCOUNTS

ARTICLE VII – INTEREST OF PARTNERS IN INCOME AND LOSS

  • DETERMINATION OF INCOME AND LOSS
  • RECAPTURE

ARTICLE VIII – INTEREST OF PARTNERS IN CASH CONTRIBUTIONS

  • GROSS INCOME AND NET INCOME
  • DISTRIBUTION OF CASH

ARTICLE IX – OWNERSHIP OF PARTNERSHIP PROPERTY

  • OWNERSHIP OF COPYRIGHTS
  • COPYRIGHT REVERSION
  • MASTER RECORDINGS

ARTICLE X – OPERATION OF PARTNERSHIP

  • ADMINISTRATIVE AND OVERHEAD EXPENSES
  • INDEPENDENT SERVICES

ARTICLE XI – ACCOUNTING

  • ELECTIONS
  • BOOKS
  • BANK ACCOUNTS

ARTICLE XII – RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

  • PARTICIPATION IN MANAGEMENT
  • LIMITED LIABILITY
  • RIGHTS TO ENGAGE IN OTHER VENTURES
  • SPECIFIC RIGHTS
  • LIMITS OF TRANSFERABILITY

ARTICLE XIII – POWERS, DUTIES AND LIMITATIONS OF GENERAL PARTNER

  • MANAGEMENT OF THE PARTNERSHIP
  • COMPENSATION TO THE GENERAL PARTNER
  • ADMISSION OF LIMITED PARTNERS
  • SPECIFIC LIMITATIONS
  • SPECIFIC POWERS
  • AMENDMENTS
  • LIMITATION ON DUTY
  • PRESUMPTION OF POWER
  • OBLIGATIONS NOT EXCLUSIVE
  • INDEMNIFICATION OF GENERAL PARTNER
  • LIMITATION OF TRANSFERABILITY

ARTICLE XIV – DISSOLUTION, TERMINATION AND LIQUIDATION

  • DISSOLUTION
  • CONTINUATION OF COPYRIGHT OWNERSHIP
  • OBLIGATIONS ON DISSOLUTION
  • LIQUIDATION PROCEDURE
  • DEATH OR INSANITY OF THE LIMITED PARTNER

ARTICLE XV – MISCELLANEOUS

  • NOTICES
  • LOAN TO THE PARTNERSHIP
  • POWER OF ATTORNEY
  • GOVERNING LAWS
  • COUNTERPARTS
  • BINDING EFFECT
  • PARAGRAPH TITLES

 


 

CONTRACT SAMPLE

 

This ‘LIMITED PARTNERSHIP AGREEMENT’ (“Agreement”) is made by and entered into between

[NAME] (the “General Partner”) and [NAME] (the “Limited Partner”), and is executed as a binding agreement as of the Commencement Date (General Partner and Limited Partner are sometimes herein referred to collectively as the “Parties” or individually as a “Party”).

BACKGROUND AND PURPOSE

WHEREAS, the Parties desire to form a limited partnership;

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration considered hereinafter, the receipt and sufficiency of which are acknowledged by the Parties, the General Partner and the Limited Partner agree as follows:

 

ARTICLE I – FORMATION OF LIMITED PARTNERSHIP

1.01      FORMATION

The parties hereto hereby form a limited partnership (the “Partnership”) pursuant to the [Uniform Limited Partnership Act / YOUR GOVERNING LAW] (the “Act”).

1.02      PURPOSE

The purpose of the Partnership is to enter into exclusive recording, publishing, and songwriter agreements with musical talent, to record, publish, manufacture, and distribute phonographic records to the public for profit. The Partnership anticipates the recording, release, and promotion of at least [NUMBER] ([#]) long playing albums per year. The Partnership anticipates the acquisition of the copyrights for at least [NUMBER] ([##]) musical compositions per year. The Partnership shall be the sole owner of the copyrights for all musical compositions acquired by the Partnership.

[Optional Provision]

In addition, the exclusive services of [ARTIST NAME] shall be rendered unto the Partnership for the term of this Agreement. The Partnership shall hold sole possession of these musical copyrights unless assigned or sold to another publishing concern. The purpose of the Partnership is to acquire, produce, and market for profit, master recordings of the artists and talent acquired by the Partnership.

1.03      NAME

The name of the Partnership shall be [PARTNERSHIP NAME]. The Partnership shall do business under this and no other name.

1.03      AFFILIATIONS

The Partnership or its publishing arm shall be an affiliate of [Options: / Broadcast Music Inc. (B.M.I.) / the American Society of Composers, Authors, Publishers (A.S.C.A.P.), / Other such applicable organizations] for the purpose of collecting royalty payments due it’s artists and publishing concerns.

1.04      PRINCIPLE PLACE OF BUSINESS

The principle place of business of the Partnership shall be [ADDRESS], or such other place as the General Partner may, from time to time, designate by notice to the Limited Partner. The Partnership may maintain such other offices at such other places as the General Partner may determine to be in the best interest of the Partnership.

 

ARTICLE II – DEFINITIONS

2.01      The following terms, when used herein, unless the context indicates otherwise, have the meanings assigned to them in this Article II:

(a) “Administrative and Overhead Expenses” shall be those customary, routine, and necessary costs and expenses incurred or generated by the General Partner which are associated with or attributable to administration of the business of the Partnership.

(b) “Agreement” shall mean this Agreement of Limited Partnership.

(c)  “Certificate” shall mean the Certificate of Limited Partnership.

(d) “Commencement Date” shall mean the date of execution of this Agreement.

(e) “Contribution Percentage” shall mean the percentage which each Partner’s respective Capital Contribution bears to the total of all Capital Contributions.

(f)   “Capital Contributions” shall mean the initial contributions of the Limited Partner which shall aggregate not less than [$AMOUNT] ([$###]).

(g) “Partner” shall mean both the General Partner and the Limited Partner.

(h) “Partnership Property” Shall mean all property owned or acquired by the Partnership.

(i)   “Payout” shall mean the date as of which the Limited Partner has received cash distributions from the Partnership aggregating ONE HUNDRED PERCENT (100%) of his Capital Contributions.

(j)   “Sharing Percentages” shall mean the percentage in which each Partner shares in the costs, revenues, and items of income, gain, loss, deduction, and credit arising there from and cash and/or property distributions of the Partnership, as more particularly set out in Articles IV, VII, and VIII of this Agreement.

Continued…

 


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