[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-offering-memorandum-limited-partnership-D1012":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"Submitted To: Copy No.: Date: CONFIDENTIAL PRIVATE OFFERING MEMORANDUM OF [LIMITED PARTNERSHIP NAME] THIS MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN [LIMITED PARTNERSHIP], A [STATE] LIMITED PARTNERSHIP. DUE TO THE CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. CONSEQUENTLY, THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER. AN INVESTMENT IN THE [LIMITED PARTNERSHIP NAME] WILL BE SPECULATIVE AND WILL INVOLVE A HIGH DEGREE OF RISK. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, INVESTMENT IN A NEW START-UP VENTURE WITH SIGNIFICANT CAPITAL NEEDS AND EXPENSES, THE ILLIQUIDITY OF THE INVESTMENT, RESPRICTIONS ON TRANSFERABILITY, THE NEED FOR ADDITIONAL CAPITAL, AND OTHER POTENTIAL RISKS WHICH CANNOT BE DETERMINED IN ADVANCE. GENERAL COMMENTS This memorandum sets forth the objectives and method of operation of the Partnership, the principal terms of the Limited Partnership Agreement (the \"Partnership Agreement\") and certain other pertinent information. However, this memorandum does not set forth all of the provisions and conditions of the Partnership Agreement that may be significant to a particular prospective limited partner. Each prospective limited partner should examine this memorandum and the Partnership Agreement accompanying this memorandum in order to assure himself that the terms of the Partnership Agreement and the Partnership's performance goals are satisfactory to him. The Limited partnership [LIMITED PARTNERSHIP NAME] is a newly formed [STATE] limited partnership (the \"Partnership\") whose goal will be to develop and market: [DESCRIBE] [GENERAL PARTNER NAME] (the \"General Partner\") is the general partner of the Partnership. The General Partner will be responsible for the day-to-day decisions of the Partnership. To date, [LIMITED PARTNERSHIP] has accomplished the following: [DESCRIBE] The [LIMITED PARTNERSHIP NAME] was registered in [STATE/PROVINCE], on [DATE].. The [LIMITED PARTNERSHIP NAME]'s office is located at [ADDRESS], its telephone number is [PHONE NUMBER] and its fax number is [FAX NUMBER]. The Opportunity [LIMITED PARTNERSHIP NAME] believes it has the unique opportunity to [DESCRIBE]. The Offering [LIMITED PARTNERSHIP NAME] will be offering [NUMBER] units (the \"Units\") to qualified limited partners at a purchase price of [AMOUNT] per unit for an aggregate offering price of [AMOUNT].. This document does not solicit any investment but is used only to determine if there is an interest in a possible investment. Minimum Initial Subscription The Partnership expects new limited partners to invest at least [AMOUNT] subject to reduction in the sole discretion of the General Partner. Persons who are instrumental in the sale of limited partnership interests may be compensated, by the General Partner at its own expense, [IN CASH/OTHER].. PRICE Prior to commencement of business of [LIMITED PARTNERSHIP], Units will be offered at a price of [AMOUNT] per Unit. Thereafter, Units will be offered at the applicable net asset value per Unit (determined in accordance with the limited partnership agreement, a copy of which is annexed to this Offering Memorandum). RESALE OF THE UNITS Units are not transferable except with the consent of the General Partner. Units are subject to restrictions on resale under applicable securities legislation, rules and regulations, unless a further statutory exemption may be relied upon by the investor or an appropriate discretionary order is obtained from the appropriate securities regulatory authorities pursuant to applicable securities laws. As there is no market for the Units, it may be difficult or even impossible for a purchaser to sell them. However, Units may be redeemed at net asset value (determined in accordance with the limited partnership agreement) at any valuation date provided that the request for redemption is submitted to the General Partner at least [NUMBER] days prior to such valuation date. Use of Proceeds Of the net proceeds to be received from the sale of the Units, approximately [AMOUNT] will be used to [DESCRIBE], approximately [AMOUNT] will be used to [DESCRIBE], and [AMOUNT] will be used for [DESCRIBE]. The balance, if any, will be added to working capital and used for other general operation purposes. Pending such uses, the net proceeds will be invested in short-term, interest-bearing securities or accounts. Illiquidity of Investment in the Partnership Because of the limitation on withdrawal rights and the fact that limited partnership interests are not tradeable, an investment in the Partnership is a relatively illiquid investment and involves a high degree of risk. Eligible PARTNERS Admission as a limited partner in the Partnership is not open to the general public. Subscriptions will be accepted only from \"accredited partners\" who meet appropriate suitability standards, determined by the General Partner. 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NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":148,"url":149},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[141,144,147],{"label":142,"url":143},"Human Resources","human-resources",{"label":145,"url":146},"Hire an Employee","hire-employee",{"label":17,"url":97},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":162,"url":163},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[160,161],{"label":17,"url":97},{"label":17,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":165,"descriptionCustom":6,"label":166,"pages":104,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":179,"url":180},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[173,176],{"label":174,"url":175},"Finance & Accounting","finance-accounting",{"label":177,"url":178},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":183,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":260,"clauses":296,"how_to_fill":347,"common_mistakes":388,"faqs":413,"industries":441,"comparisons":458,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":519,"classification":520},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Offering Memorandum Limited Partnership Template (Free Word)","Free offering memorandum limited partnership template. Covers fund structure, risk factors, subscription terms, and LP rights. Used in 190+ countries. Free Word and PDF download.","offering memorandum limited partnership template",[188,189,190,191,192,193,194,195],"limited partnership offering memorandum","private placement memorandum limited partnership","LP offering memorandum template","offering memorandum template word","private fund offering document","limited partnership investment memorandum","offering memorandum template free","PPM limited partnership",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"An Offering Memorandum Limited Partnership (also called a Private Placement Memorandum or PPM) is a legally binding disclosure document a general partner issues to prospective limited partners when raising capital for a private fund or investment vehicle. This free Word download gives you a structured, investor-ready starting point covering fund terms, risk factors, management fees, distribution waterfalls, and LP rights — ready to edit online and export as PDF.\n","Use it when soliciting capital contributions from accredited or institutional investors under a private placement exemption, before any investor commits funds or executes a subscription agreement. Issuing it before capital is received is a regulatory requirement in most jurisdictions.\n","Fund overview and investment objectives, general partner biography and track record, risk factors, fees and expense structure, distribution waterfall and carried interest, LP rights and governance, subscription procedures, and key legal notices including the securities law disclaimer and confidentiality obligations.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Private equity fund managers","Raising a closed-end fund from institutional and high-net-worth LPs","persona-fund-manager",{"title":213,"use_case":214,"icon_asset_id":215},"Real estate syndicators","Structuring a LP vehicle to pool investor capital for property acquisitions","persona-real-estate-developer",{"title":217,"use_case":218,"icon_asset_id":219},"Venture capital GPs","Documenting terms for a first-time or follow-on venture fund raise","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"Family office operators","Formalizing co-investment opportunities for a circle of known investors","persona-cfo",{"title":225,"use_case":226,"icon_asset_id":227},"Hedge fund managers","Disclosing strategy, fees, and redemption terms to prospective LP investors","persona-ceo",{"title":229,"use_case":230,"icon_asset_id":231},"Small business owners seeking growth capital","Structuring a limited partnership to bring in passive investor partners","persona-small-business-owner",[233,237,241,245,249,253,257],{"situation":234,"recommended_template":235,"slug":236},"Raising a real estate acquisition fund with multiple properties","Real Estate Private Placement Memorandum","private-placement-memorandum-D1015",{"situation":238,"recommended_template":239,"slug":240},"Launching a venture fund targeting early-stage startups","Venture Capital Fund PPM","share-subscription-agreement-venture-capital-D344",{"situation":242,"recommended_template":243,"slug":244},"Syndicating a single commercial property deal","Real Estate Syndication Offering Memorandum","deed-of-sale-real-estate-property-D1172",{"situation":246,"recommended_template":247,"slug":248},"Offering securities to the general public via Regulation A+","Regulation A+ Offering Circular","offering-memorandum-limited-partnership-D1012",{"situation":250,"recommended_template":251,"slug":252},"Issuing equity to a small number of founders and early backers","Subscription Agreement","subscription-agreement-D12537",{"situation":254,"recommended_template":255,"slug":256},"Documenting a convertible note raise from angel investors","Convertible Note Agreement","convertible-note-agreement-D870",{"situation":258,"recommended_template":38,"slug":259},"Forming the underlying limited partnership entity before the raise","limited-partnership-agreement-D891",[261,264,267,270,273,276,279,282,284,287,290,293],{"term":262,"definition":263},"General Partner (GP)","The managing partner of the limited partnership who makes investment decisions, bears unlimited liability, and receives carried interest.",{"term":265,"definition":266},"Limited Partner (LP)","A passive investor in the partnership whose liability is limited to their capital contribution and who does not participate in day-to-day management.",{"term":268,"definition":269},"Carried Interest","The GP's profit share — typically 20% of net gains — earned after limited partners have received their invested capital plus a preferred return.",{"term":271,"definition":272},"Preferred Return (Hurdle Rate)","A minimum annual return — typically 6–8% — that must be paid to limited partners before the GP is entitled to any carried interest.",{"term":274,"definition":275},"Distribution Waterfall","The contractual sequence governing how cash proceeds are allocated among LPs and the GP — return of capital, preferred return, catch-up, then carried interest split.",{"term":277,"definition":278},"Accredited Investor","A person or entity meeting minimum income ($200K individual / $300K joint) or net-worth ($1M excluding primary residence) thresholds under SEC Regulation D, eligible to invest in private placements.",{"term":280,"definition":281},"Private Placement Exemption","A securities law carve-out — such as SEC Rule 506(b) or 506(c) — that allows issuers to raise capital without registering the offering with a regulator.",{"term":251,"definition":283},"The separate document through which a prospective LP formally applies to invest, represents their accredited-investor status, and commits a specific capital amount.",{"term":285,"definition":286},"Capital Call","A GP's written notice requiring limited partners to contribute a portion of their committed capital by a specified date to fund an investment or expense.",{"term":288,"definition":289},"Clawback Provision","A clause requiring the GP to return previously distributed carried interest if cumulative LP returns fall below the agreed preferred return at the fund's wind-down.",{"term":291,"definition":292},"Management Fee","An annual fee — typically 1.5–2% of committed or invested capital — charged by the GP to cover fund operating expenses and management compensation.",{"term":294,"definition":295},"Side Letter","A separate agreement with a specific LP granting rights or concessions not available to all investors, such as lower fees, co-investment rights, or reporting preferences.",[297,302,307,312,317,322,327,332,337,342],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Cover page and securities law disclaimer","States the fund name, total offering size, GP identity, date of the memorandum, and a prominent disclaimer that the securities have not been registered with the SEC or any state regulator.","THE INTERESTS DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ARE BEING OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION. THIS MEMORANDUM IS CONFIDENTIAL AND IS DELIVERED TO [RECIPIENT NAME] SOLELY FOR EVALUATING AN INVESTMENT IN [FUND NAME], LP.","Omitting the unregistered-securities disclaimer from the cover page. Regulators treat any written solicitation without this notice as a potential unregistered public offering, triggering rescission rights for investors.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Fund overview and investment objectives","Describes the fund's strategy, target sector or asset class, investment criteria, geographic focus, and the GP's thesis for why the opportunity exists.","[FUND NAME] is a [STRATEGY] limited partnership targeting [ASSET CLASS / SECTOR] investments in [GEOGRAPHIC FOCUS]. The Fund seeks to achieve [RETURN TARGET] by [INVESTMENT APPROACH] over a [X]-year investment period.","Overpromising returns by using specific projected figures without adequate risk-factor caveats. Forward-looking statements must be paired with material risk disclosures or they can constitute securities fraud.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"General partner biography and track record","Profiles the GP entity and key principals — investment history, prior fund performance, relevant credentials, and any material conflicts of interest.","[GP ENTITY NAME] is managed by [PRINCIPAL NAME], who has [X] years of experience in [SECTOR]. Prior investments include [REPRESENTATIVE TRANSACTION] generating a [X]x multiple and [X]% IRR. Past performance is not indicative of future results.","Presenting net IRR figures without disclosing the calculation methodology, vintage year, and whether fees and expenses have been deducted. Inconsistent performance presentation exposes the GP to SEC enforcement.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Risk factors","A comprehensive list of material risks specific to the fund strategy, asset class, GP experience, leverage, liquidity, regulatory environment, and economic conditions.","INVESTING IN THE FUND INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE INVESTING: [ILLIQUIDITY RISK] — Interests in the Fund are not transferable without GP consent and there is no secondary market. [CONCENTRATION RISK] — The Fund may hold as few as [X] investments, making returns highly dependent on individual outcomes.","Copying generic risk factors from another fund without tailoring them to the actual strategy. Boilerplate risk disclosures that do not reflect the fund's specific risks offer weaker legal protection and can mislead investors.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Fees and expense structure","States the management fee rate and calculation basis, any organizational or placement fees, fund operating expenses, and which expenses are borne by the fund versus the GP.","Management Fee: [X]% per annum of [committed / invested] capital, payable [quarterly / semi-annually] in advance. Organizational Expenses: capped at $[X], with excess borne by the GP. Fund Operating Expenses — including legal, audit, and administration — are borne by the Fund and allocated pro rata among LP capital accounts.","Failing to specify whether the management fee is calculated on committed or invested capital. The distinction materially affects LP economics during the deployment period and is a frequent source of LP disputes.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Distribution waterfall and carried interest","Sets out the exact sequence — return of capital, preferred return, GP catch-up, and profit split — in which distributions are made to LPs and the GP.","Distributions shall be made in the following order: (1) to LPs, return of contributed capital; (2) to LPs, a [X]% per annum preferred return on unreturned capital; (3) to the GP, a catch-up equal to [X]% of cumulative preferred return distributions; (4) thereafter, [80]% to LPs and [20]% to the GP as carried interest.","Ambiguous waterfall language that does not specify whether the preferred return is calculated on a simple or compounded basis. Courts have split on this question, and ambiguity consistently benefits whoever litigates the point.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"LP rights and governance","Defines voting rights, LP Advisory Committee composition and authority, GP removal provisions, key-man events, fund extension rights, and amendment procedures.","Limited Partners holding [X]% or more of aggregate Interests may, upon [X] days' written notice, remove the General Partner for Cause. A Key Man Event occurs if [KEY PRINCIPAL NAME(S)] ceases to devote substantially full time to the Fund, in which case new investments are suspended pending LP Advisory Committee consent.","Setting the LP removal threshold so high (e.g., 80%) that it is functionally unreachable. Institutional LPs increasingly require meaningful governance rights, and an unworkable removal clause can block the fundraise.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Transfer restrictions and redemption terms","Prohibits or restricts the transfer of LP interests without GP consent, states any lock-up period, and for open-end funds, sets the redemption notice period and frequency.","No LP may transfer, assign, or pledge its Interest without the prior written consent of the GP, which may be withheld in its sole discretion. Interests are subject to a [X]-year lock-up from the date of initial subscription. The GP may, at its discretion, permit transfers to affiliates or for estate-planning purposes.","No restriction on transfers to non-accredited investors. An unrestricted transfer could cause the fund to lose its private placement exemption, potentially triggering retroactive registration requirements.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Subscription procedure and representations","Describes how prospective investors apply, what documentation they must provide, the accredited-investor representations required, anti-money-laundering certifications, and the GP's right to accept or reject subscriptions.","To subscribe, each prospective LP must complete, execute, and deliver the Subscription Agreement attached as Exhibit [A], together with (i) an Accredited Investor Questionnaire, (ii) AML/KYC documentation as specified by the GP, and (iii) a wire of the subscribed amount to the escrow account specified by the GP. The GP reserves the right to reject any subscription in its sole discretion.","Accepting subscriptions before receiving signed accredited-investor representations. Investing prior to verification destroys the Regulation D exemption and exposes the GP to securities law liability.",{"name":343,"plain_english":344,"sample_language":345,"common_mistake":346},"Confidentiality and no-action representations","Prohibits the recipient from sharing the memorandum, reproduces the restrictions on resale of the interests, and confirms the investor is not relying on the GP for investment or tax advice.","By accepting this Memorandum, the recipient agrees to keep its contents strictly confidential and to return or destroy it upon the GP's request. The recipient acknowledges that: (i) no federal or state securities commission has reviewed this Memorandum; (ii) no representation has been made regarding tax treatment; and (iii) the recipient has relied solely on its own advisors in evaluating this investment.","Omitting the tax-advice disclaimer when the fund has favorable tax treatment (e.g., pass-through losses). Investors who later dispute tax outcomes will claim reliance on the memorandum unless the disclaimer is explicit.",[348,353,358,363,368,373,378,383],{"step":349,"title":350,"description":351,"tip":352},1,"Complete the cover page and securities disclaimer","Insert the fund's legal name, total offering size, GP legal entity name, state of organization, and the date the memorandum is issued. Confirm the securities law disclaimer is prominently placed on the cover in bold or uppercase.","Date the memorandum the day you first distribute it to any prospective investor — this establishes the disclosure baseline for regulatory purposes.",{"step":354,"title":355,"description":356,"tip":357},2,"Draft the fund overview and investment strategy","Describe the asset class, investment criteria, geographic focus, target holding period, and return thesis in specific terms. Avoid vague language like 'attractive returns' — state target gross and net IRR ranges with the assumptions behind them.","Pair every forward-looking statement with a qualifying clause such as 'subject to market conditions and the risk factors described herein' to reduce securities law exposure.",{"step":359,"title":360,"description":361,"tip":362},3,"Document GP track record with consistent methodology","List prior funds or investments with vintage year, investment date, realized and unrealized multiples, gross and net IRR, and fee methodology. Mark unrealized investments clearly. State 'past performance is not indicative of future results' adjacent to every performance table.","Use ILPA or GIPS-compliant performance presentation standards — institutional LPs expect them and will request a reformat if you don't.",{"step":364,"title":365,"description":366,"tip":367},4,"Write tailored, strategy-specific risk factors","Draft at least eight to twelve risk factors specific to your fund strategy, jurisdiction, leverage policy, and key-man concentration. Organize them under headings (investment risks, fund structure risks, regulatory risks, economic risks).","Review your last three investment decisions for what could have gone wrong — those scenarios are your most credible risk factors.",{"step":369,"title":370,"description":371,"tip":372},5,"Define fees and expenses with precise calculation mechanics","State the management fee rate, the calculation base (committed vs. invested capital), the step-down schedule if any, organizational expense cap, and which expenses are fund-borne vs. GP-borne.","Model the fee impact across the expected deployment timeline before finalizing — a 2% fee on committed capital during a 3-year deployment period is materially more expensive than the same rate on invested capital.",{"step":374,"title":375,"description":376,"tip":377},6,"Draft the distribution waterfall with explicit compounding language","State each waterfall tier in numbered sequence. Specify whether the preferred return compounds annually or accrues simply, and the effective date from which it accrues — the first capital contribution date, the investment date, or the closing date.","Have your fund accountant model the waterfall under three distribution scenarios (early exit, base case, delayed exit) before finalizing the language.",{"step":379,"title":380,"description":381,"tip":382},7,"Set LP governance rights and key-man provisions","Specify LP Advisory Committee seat allocation, the GP removal threshold and trigger events, key-man definitions and consequences, and the fund extension vote requirement.","Benchmarking governance terms against the ILPA Principles 3.0 gives you a defensible starting position in LP negotiations.",{"step":384,"title":385,"description":386,"tip":387},8,"Attach and cross-reference all exhibits","Attach the Subscription Agreement, Accredited Investor Questionnaire, AML/KYC checklist, and the Limited Partnership Agreement as labeled exhibits. Confirm each is cross-referenced in the body of the memorandum.","Number exhibits alphabetically (Exhibit A, B, C) and include a table of contents — institutional LPs' legal teams review exhibits first and will flag any that are missing.",[389,393,397,401,405,409],{"mistake":390,"why_it_matters":391,"fix":392},"No tailored risk factors — copying boilerplate from an unrelated fund","Generic risk factors that do not reflect the actual strategy provide weaker legal protection and signal to sophisticated LPs that the GP has not thought carefully about downside scenarios.","Draft risk factors specific to your asset class, leverage policy, geographic market, and key-man concentration. Review SEC comment letters in your sector for the disclosures regulators expect.",{"mistake":394,"why_it_matters":395,"fix":396},"Accepting subscriptions before verifying accredited-investor status","Receiving capital before confirming accredited-investor status destroys the Regulation D private placement exemption, potentially making the offering an unregistered public security and triggering rescission rights for every investor.","Require a completed and signed Accredited Investor Questionnaire and AML documentation before wiring instructions are provided and before any subscription funds are accepted.",{"mistake":398,"why_it_matters":399,"fix":400},"Ambiguous waterfall language on preferred return compounding","If the memorandum does not state whether the preferred return compounds or accrues simply, disputes at distribution time are nearly inevitable — and litigation outcomes depend entirely on which party makes the better contractual argument.","State explicitly: 'The Preferred Return accrues at [X]% per annum, compounded annually, from the date each LP's capital contribution is drawn.' Model the effect before finalizing.",{"mistake":402,"why_it_matters":403,"fix":404},"Presenting gross IRR figures without a net-of-fees equivalent","Sophisticated LPs compare funds on a net basis. Presenting only gross returns without a corresponding net figure is misleading and may constitute a material omission under SEC anti-fraud rules.","Present both gross and net IRR for every prior fund or investment, with a footnote explaining what fees and expenses have been deducted from the net figure.",{"mistake":406,"why_it_matters":407,"fix":408},"Setting the LP removal threshold at an unreachable level","A removal threshold of 85–90% of LP interests is effectively unworkable in a diversified fund, giving LPs no meaningful recourse against GP misconduct short of litigation.","Set the for-cause removal threshold at 50–66.7% of LP interests, consistent with ILPA Principles 3.0 recommendations, to satisfy institutional LP due-diligence requirements.",{"mistake":410,"why_it_matters":411,"fix":412},"Omitting a confidentiality and no-redistribution legend","A memorandum distributed without confidentiality obligations can be forwarded to non-accredited investors, creating an unregistered public offering and exposing the GP to federal and state securities liability.","Include a prominent confidentiality legend on the cover page and in a standalone confidentiality clause, stating that the document may not be reproduced or redistributed without GP consent.",[414,417,420,423,426,429,432,435,438],{"question":415,"answer":416},"What is an offering memorandum for a limited partnership?","An offering memorandum for a limited partnership is a formal disclosure document a general partner issues to prospective limited partners when raising private investment capital. It describes the fund's strategy, management team, risk factors, fee structure, distribution waterfall, and investor rights in legally binding detail. It serves as both the primary marketing document and the legal disclosure required to rely on a private placement exemption from securities registration.\n",{"question":418,"answer":419},"Is a limited partnership offering memorandum legally required?","No federal statute explicitly mandates an offering memorandum for every private placement, but issuing one is effectively required in practice. Under SEC Rule 506(b), non-accredited investors must receive disclosures substantially equivalent to a registered offering. Even in accredited-only raises, anti-fraud rules under Section 10(b) of the Exchange Act require material information to be disclosed to investors. Omitting an offering memorandum leaves the GP without evidence of what was and was not represented to investors.\n",{"question":421,"answer":422},"What is the difference between an offering memorandum and a private placement memorandum?","The terms are used interchangeably in practice. Both refer to the same type of disclosure document issued in connection with a private securities offering. Some practitioners use \"offering memorandum\" for fund-style vehicles (limited partnerships, hedge funds) and \"private placement memorandum\" for operating company equity raises, but there is no legal distinction between the two formats.\n",{"question":424,"answer":425},"Who can invest in a limited partnership based on an offering memorandum?","In the United States, most limited partnership interests are offered exclusively to accredited investors under SEC Regulation D, Rule 506(b) or 506(c). Accredited investors include individuals with income exceeding $200,000 ($300,000 joint) or net worth exceeding $1 million excluding a primary residence, as well as certain institutional investors. Rule 506(b) permits up to 35 sophisticated non-accredited investors but requires additional disclosure obligations. Rule 506(c) restricts the offering to verified accredited investors only.\n",{"question":427,"answer":428},"What should a limited partnership offering memorandum include?","A complete offering memorandum should include: a cover page with securities disclaimer, fund overview and investment strategy, GP biography and track record, comprehensive risk factors, management fee and expense structure, distribution waterfall and carried interest mechanics, LP rights and governance provisions, transfer restrictions, subscription procedure, confidentiality obligations, and exhibits including the subscription agreement and limited partnership agreement.\n",{"question":430,"answer":431},"How long does it take to prepare a limited partnership offering memorandum?","A first-time GP using a quality template typically requires four to eight weeks to produce a complete offering memorandum, including legal review. The most time-intensive sections are the risk factors, the performance track record, and the financial projections. Experienced fund attorneys can complete a draft in two to three weeks from a fully briefed template; custom-drafted documents from scratch take six to ten weeks.\n",{"question":433,"answer":434},"Does an offering memorandum need to be filed with the SEC?","The offering memorandum itself does not need to be filed with the SEC for a Regulation D offering. However, the GP must file a Form D notice with the SEC within 15 days of the first sale of securities. Many states also require a state-level notice filing — called a blue sky filing — within a specified period of the first sale to residents of that state.\n",{"question":436,"answer":437},"What is the difference between the offering memorandum and the limited partnership agreement?","The offering memorandum is the disclosure document prospective investors read before deciding to invest — it explains what the fund does, the risks, and the economic terms. The limited partnership agreement (LPA) is the binding governance document that actually creates the partnership and governs the legal relationship between the GP and LPs once they have invested. The two documents must be consistent with each other; the LPA controls in any conflict, and both should be reviewed together.\n",{"question":439,"answer":440},"Can I use an offering memorandum template without a lawyer?","A high-quality template substantially reduces drafting time and ensures the key structural elements are present, but securities law counsel is strongly recommended before distributing the document to any prospective investor. The legal consequences of a defective offering memorandum — rescission liability, SEC enforcement, and state securities actions — are significant. A securities attorney review typically costs $2,500–$8,000 and is proportionate to the risk of raising capital from multiple investors under federal securities law.\n",[442,446,450,454],{"industry":443,"icon_asset_id":444,"specifics":445},"Private Equity","industry-fintech","Closed-end fund structures with defined investment periods, capital call mechanics, and portfolio company acquisition strategies requiring detailed risk and conflict-of-interest disclosures.",{"industry":447,"icon_asset_id":448,"specifics":449},"Real Estate","industry-real-estate","Property-level risk factors including zoning, environmental liability, tenant concentration, and leverage covenants, alongside deal-by-deal or blind-pool fund structures.",{"industry":451,"icon_asset_id":452,"specifics":453},"Venture Capital","industry-saas","Early-stage concentration risk, illiquidity timelines of 7–12 years, anti-dilution provisions, pro-rata rights, and the high probability of total loss on individual portfolio companies.",{"industry":455,"icon_asset_id":456,"specifics":457},"Hedge Funds / Alternative Investments","industry-professional-services","Redemption gates, side-pocket provisions, leverage and short-selling risk disclosures, and performance-fee high-water marks unique to open-end fund structures.",[459,462,465,469],{"vs":38,"vs_template_id":460,"summary":461},"limited-partnership-agreement-D1013","The limited partnership agreement is the binding governance document that creates the partnership and defines the legal rights and obligations of the GP and each LP. The offering memorandum is the disclosure document investors read before deciding to invest. Both must exist and be consistent with each other — the LPA governs; the offering memorandum discloses.",{"vs":251,"vs_template_id":463,"summary":464},"D{SUBSCRIPTION_AGREEMENT_ID}","A subscription agreement is the document an investor executes to formally apply to become an LP — it contains their capital commitment, accredited-investor representations, and AML certifications. The offering memorandum is the disclosure document distributed before the subscription agreement is signed. The subscription agreement references and incorporates the offering memorandum by definition.",{"vs":466,"vs_template_id":467,"summary":468},"Shareholder Agreement","shareholders-agreement-D1414","A shareholder agreement governs the relationship among equity holders in a corporation, covering voting rights, transfer restrictions, drag-along and tag-along rights. An offering memorandum and limited partnership structure is used for private fund vehicles, not corporations. Corporations that raise private equity use shareholder agreements alongside a share purchase agreement, not an offering memorandum.",{"vs":470,"vs_template_id":471,"summary":472},"Business Plan","D{BUSINESS_PLAN_ID}","A business plan is an internal or external strategy document used to articulate market opportunity, operations, and financial projections — typically for lenders or early-stage investors. An offering memorandum is a formal securities disclosure document governed by federal and state securities law, carrying legal liability for material omissions and misstatements. A business plan is a planning tool; an offering memorandum is a legal instrument.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Fund managers preparing an initial draft for attorney review or structuring a small raise among a handful of known accredited investors","Free","2–4 weeks (drafting)",{"best_for":479,"cost":480,"time":481},"First-time GPs raising up to $5M from accredited investors under Regulation D Rule 506(b)","$2,500–$8,000 (securities attorney review and customization)","3–6 weeks",{"best_for":483,"cost":484,"time":485},"Institutional fund raises above $10M, multi-jurisdictional offerings, regulated fund structures, or GPs with complex track records","$15,000–$50,000+ (full fund formation and offering document package)","6–12 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Most limited partnership interests are offered under SEC Regulation D, Rule 506(b) (up to 35 sophisticated non-accredited investors plus unlimited accredited investors) or Rule 506(c) (verified accredited investors only, general solicitation permitted). A Form D must be filed with the SEC within 15 days of the first sale. State blue sky notice filings are required in most states within specified periods. Investment advisers managing over $150M must register with the SEC; smaller managers register with their state.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian securities law is provincially regulated. Limited partnership interests are typically offered under accredited investor or minimum investment exemptions under National Instrument 45-106. An offering memorandum exemption is available in most provinces for raises of any size, but triggers a statutory right of rescission for investors for 48 hours and up to 180 days for material misstatements. Quebec investors require French-language disclosure documents for provincially regulated offerings.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Offers of limited partnership interests to UK investors are regulated under the Financial Services and Markets Act 2000. Unless the offering falls under an exemption — such as the financial promotion exemption for certified high-net-worth individuals or sophisticated investors — the memorandum must be approved by an FCA-authorized person. Managers of alternative investment funds above EUR 100M AUM must register as Alternative Investment Fund Managers under the UK AIFMD.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU fund managers above EUR 100M AUM are regulated under the Alternative Investment Fund Managers Directive (AIFMD), requiring authorization and prescribing disclosure obligations to investors. Private placements to professional investors may proceed under national private placement regimes (NPPRs), which vary significantly by member state. GDPR applies to any personal data collected from EU-resident investors in the subscription process. France, Germany, and Luxembourg are the dominant EU fund domiciles for LP vehicles.",[259,508,509,510,511,512,513,514,515,516,517,518],"shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement-executive-D543","joint-venture-agreement-D889","term-sheet-D473","letter-of-intent_acquisition-of-business-D5197","business-plan-canvas-(one-page)-D12527","financial-projections_12-months-D360","investment-proposal-D13992","checklist-customer-due-diligence-D13916",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":97,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"equity-and-mergers","agreement","finance-and-insurance","growth",[526,527,528,529,530],"fundraising","offering-memorandum","private-placement","limited-partnership","investor-relations",0.92,"\u003Ch2>What is an Offering Memorandum Limited Partnership?\u003C/h2>\n\u003Cp>An \u003Cstrong>Offering Memorandum Limited Partnership\u003C/strong> — also called a Private Placement Memorandum (PPM) — is a formal legal disclosure document that a general partner (GP) issues to prospective limited partners (LPs) before accepting capital commitments into a private fund or investment vehicle. It defines every material term of the investment: the fund's strategy and objectives, the GP's track record, the full risk landscape, management fees, the distribution waterfall and carried interest mechanics, LP governance rights, and the procedures investors must follow to subscribe. Unlike a pitch deck or business plan, an offering memorandum is a securities law instrument that creates direct legal liability for material omissions and misstatements — it is the document that establishes what was and was not disclosed to investors before their capital was accepted.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Raising capital from investors without a properly structured offering memorandum exposes a general partner to three categories of serious risk simultaneously. First, without documented disclosure of material risks, fees, and conflicts of interest, every investor in the fund holds a potential fraud or rescission claim against the GP — regardless of whether any misrepresentation was intentional. Second, accepting capital before verifying accredited-investor status and issuing the required disclosures destroys the Regulation D private placement exemption, making the entire offering a potential unregistered public security subject to SEC enforcement. Third, ambiguous waterfall or fee language — the most common drafting deficiency — becomes the source of LP disputes at the precise moment returns are realized, when the stakes are highest. A well-drafted offering memorandum closes all three exposures, establishes the GP's credibility with institutional LPs conducting due diligence, and gives both parties a single authoritative reference for the economic and governance terms throughout the fund's life.\u003C/p>\n",1781185909227]