This template limited partnership (LP) agreement can be used in the formation of a private Delaware limited partnership involving one general partner and at least one limited partner. This template highlights the use of a limited partnership in the context of a joint venture. This template contains practical guidance and drafting notes. A limited partnership is a partnership consisting of at least one general partner and at least one limited partner. A general partner manages the business of the partnership and has unlimited personal liability for the debts and obligations of the partnership. A limited partner, on the other hand, has limited liability, but cannot participate in the management or day-to-day affairs of the business. When a limited partnership is created to achieve the purpose of a joint venture, the partnership is typically managed by an entity formed to act as the general partner, with co-venturers appointing representatives to the general partner's managing board. For additional information and related content, see Limited Partnerships, Limited Partnerships and Limited Liability Limited Partnerships (DE), Key Provisions in Joint Venture Agreements, and Certificate of Limited Partnership (Delaware Official Form).