AGREEMENT OF LIMITED PARTNERSHIP

The undersigned, desiring to form a limited partnership, hereby make the following agreement:

1.	The name of the partnership shall be:

_____________________________________________________________

2.	The nature of the business shall be the production, promotion, and distribution of phonograph record masters and phonograph records together with all other necessary business (this does not include the business of publishing music).

3.	The location of the principal place of business shall be:

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

4.	The names and places of residence of the general and limited partner(s) are listed below.

5.	The funds contributed by each limited partner is as follows:

Name of Limited Partner		Funds	

			

			

6.	Each limited partner may make additional contributions to the capital of the partnership as agreed upon by all partners.

7.	Each limited partner may make withdrawals from his capital account as agreed upon by all partners.  

8.	Each limited partner may withdraw from the partnership after providing a 90-day written notice to all remaining partners.

9.	The limited partners shall receive the following percentages of the net profit of the partnership, based on their initial contribution:

Name of Limited Partner		% of the Net Profit	

			

			

10.	In the event of the retirement, expulsion, bankruptcy, death, or insanity of a partner, the remaining partners shall have the right to continue the business of the partnership under the same name. 

11.	A limited partner has the right to substitute an assignee as contributor in his place.

12.	No limited partner has the right of priority over other limited partner(s) as to contributions or compensation.

13.	No limited partner has the right to demand and receive property other than cash in return for his contribution.

14.	GOVERNING LAW: This AGREEMENT shall be governed by the laws and in the courts of the State of _____________ and by the laws of the United States, excluding their conflicts of law principles. Any dispute or legal proceeding regarding the AGREEMENT shall take place in the county of _____________, in the State of _________________.

15.	This AGREEMENT and option shall be considered renewed at the end of the period herein unless all limited partners decide to terminate this contract. Any questions relating to this agreement shall be interpreted in accordance with the laws of the State of ______________________.

Signature below will constitute this as a binding agreement.

DATED: _______________________

			
Signature
		Signature	
			
Name		Name

Address		Address

City/State/Zip		City/State/Zip

Telephone		Telephone

			
Signature
		Signature	
			
Name		Name

Address		Address

City/State/Zip		City/State/Zip

Telephone		Telephone

Signature
		Signature	
			
Name		Name

Address		Address

City/State/Zip		City/State/Zip

Telephone		Telephone