Conflict of Interest of General Partner(s) & Release

_________________________________________________, being all of the Limited Partners of the ___________________ Limited Partnership, and _______ ___________________, being all of the General Partners of the ___________________ Limited Partnership, hereby agree as follows:

The General Partners may have certain conflicts of interest in relation to the affairs of the Partnership, as outlined below:

The Limited Partners acknowledge and accept these disclosed conflicts of interest. The Limited Partners hereby waive any requirement for the General Partner(s) to recuse themselves from these potential or actual conflicts.

Dated: __________________________

General Partners:

Each Limited Partner shall sign the attached Exhibit One, or a duplicate original thereof, to signify their agreement.

Exhibit One: Names & Addresses of Limited Partners and Their Signatures

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Limited Partner Signature    Printed Name and Address    Social Security Number

Note: Add additional lines as needed to include all Limited Partners.

How to Use This Sample Format

This section is provided to guide you in understanding and completing this document. Conflicts of interest are inherently sensitive business matters and should be disclosed transparently. General Partners are strongly encouraged to present such conflicts openly to prevent potential claims of concealment, misrepresentation, or fraudulent inducement.

Limited Partners should carefully review any disclosed conflicts and consider whether their investment decisions would have been different had this information been provided earlier. If a Limited Partner disagrees with the direction of the Partnership and is asked to sign this document, they may be in a position to negotiate a return of their investment, potentially with added interest or bonus compensation.

At the very least, Limited Partners may use this document as a basis to negotiate improved distribution terms or to request a reduction in the General Partners’ share or draw.

Make multiple signed copies of this document. Each signatory should retain a copy, and one full set should be kept with the official Partnership records.