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Limited Partnership Formation Service Agreement

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If you hire Richard Keyt to form an Arizona limited partnership you agree to the terms and conditions set forth below.

Richard Keyt and his law firm KEYTLaw, LLC (collectively the “Firm”) will perform the following legal services for a guaranteed amount of $774:

  1. unlimited telephone calls with Arizona LP attorney Richard Keyt about forming and operating the LP,
  2. name selection advice,
  3. prepare a custom drafted Limited Partnership Agreement,
  4. act as the LP’s statutory agent for one year.  After the first year our statutory agent fee is $99/year payable in advance,
  5. provide our address service for one year so the LP will have an Arizona address. After the first year our address service is $100/year payable in advance.
  6. prepare a Certificate of Limited Partnership,
  7. file the Certificate of Limited Partnership with the Arizona Secretary of State (SoS),
  8. give you a copy of the submitted Certificate of Limited Partnership with the SoS’s “received” stamp,
  9. give you the Certificate of Limited Partnership stamped with the SoS’s “approved” stamp

The $774 includes all formation costs for the LP. The fee, however, does not include any substantive modifications to the limited partnership agreement. We charge $295/hour for attorney time to modify the limited partnership agreement, but few LPs ask us to modify our Partnership Agreement.

The LP must have a statutory agent with a physical address in Arizona. Some U.S. states use the term “resident agent” instead of statutory agent. The purpose of the statutory agent is to give the public notice of a person or entity who can be served legal papers on behalf of the LP.

KEYTLaw Address Service. Arizona law requires that the LP have a principal office in Arizona that is a physical street address rather than a Post Office box or UPS store box . The LP’s address will be visible on the internet to anybody who searches the SoS’s online database. Do not tell the IRS, AZ Department of Revenue, customers, clients, or others to send correspondence to the KEYTLaw address. Tell everybody to send correspondence to the address where you want the LP to receive its mail. If we receive correspondence for the LP , we will charge the LP our actual postage plus a $35 handling fee to compensate us for our time to mail t he correspondence to the LP .

We are not advising you with respect to and we are not responsible for selecting a name that does not infringe on a trademark or service mark. Before you select a name for your LP, check the SoS’s Name Availability Database to determine if your prospective LP name is available in Arizona. The SoS will accept a proposed LP name unless it is identical to the name of an existing Arizona entity or Arizona registered tradename.

We require payment in advance before we provide any services. Unless there are unforeseen costs (for example you want us to send documents to you via FedEx or out of the U.S. ) or developments or you hire us for additional services unrelated to forming your company (at our current hourly rates) , the amount you agree to pay in this Agreement will be the only amount you pay us for forming your LP. We will send itemized invoices . You agree to pay any unpaid amount within ten days after we mail the invoice.

The entire amount you pay KEYTLaw, LLC, for fees and costs is nonrefundable, but you may nevertheless discharge KEYTLaw, LLC, and Richard Keyt at any time and in that event you may be entitled to a refund of all or part of the fee based upon the value of the representation. The person who pays our fees and costs by credit card confirms that the company that issued the credit card allows charges for future services, costs and expenses.

After three years, we may destroy all documents we collect during the time we provide services. We are not acting as your attorney in advising you with respect to this Agreement because we would have a conflict of interest in doing so. In forming the LP we will represent only the LP rather than the interests of any partner even if we are paid by a party other than the LP.

If you or any person or entity affiliated with the LP have questions about this Agreement, we recommend that each concerned person consult with other legal counsel. You are hiring the Firm only to form your Arizona LP, not to advise the LP or its partners with respect to federal or state income tax issues or securities law. The partners should consult with an experienced tax accountant as soon as possible for advice on federal and state income tax issues affecting the LP and its partner s. You must consult with other attorneys to advise you on federal and state tax and securities laws.

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