Business Dissolution Agreement

BUSINESS DISSOLUTION AGREEMENT

This Business Dissolution Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , a organized under the laws of the State of Formation: , with principal place of business at (Company), and Dissolving Party Name: , with address (Dissolving Party). Company and Dissolving Party are each a Party and together the Parties.

RECITALS

WHEREAS, the Parties are the owners, members, or shareholders of the Company and desire to wind up and dissolve the business of the Company in accordance with applicable law and the terms set forth in this Agreement; and

WHEREAS, the Parties desire to establish an orderly procedure for winding up the affairs of the Company, paying and discharging creditors and liabilities, distributing remaining assets, resolving tax matters, and releasing claims among the Parties; and

WHEREAS, the Parties intend that the dissolution and winding up proceed in a manner that minimizes disruption to creditors, employees, and third parties and that allocates liabilities and distributions in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

(a) "Effective Date" means the date set forth above. (b) "Claims" means any and all actions, suits, proceedings, demands, debts, liabilities, obligations, taxes, assessments, penalties and charges, whether known or unknown, contingent or fixed. (c) "Winding Up" means the process of settling the Company's affairs, including liquidation of assets, satisfaction of liabilities, tax filings, and distribution of remaining assets to entitled parties.

2. DISSOLUTION

The Parties hereby agree that the Company shall be dissolved and that dissolution shall be effective as of the Effective Date. The Parties authorize and direct that Articles of Dissolution or similar documents required by applicable state law be prepared, executed, and filed by Filing Responsible Party: .

3. WINDING UP

3.1 General Duties. From the Effective Date the Parties shall proceed to wind up the affairs of the Company in an orderly manner. The winding up shall include, without limitation: (a) cessation of the conduct of the Company's business except as necessary to wind up affairs; (b) collection of accounts receivable; (c) liquidation, sale or disposition of assets; (d) preservation of books and records; and (e) payment or provision for Claims against the Company.

3.2 Winding Up Manager. The Parties appoint Winding Up Manager: to coordinate the winding up activities and to act on behalf of the Company for the purposes of implementing this Agreement. The Winding Up Manager shall act reasonably and in good faith and shall provide periodic written reports to the Parties.

4. ASSETS AND LIABILITIES

4.1 Inventory of Assets. The Company shall prepare and attach as Schedule A a complete inventory of the Company's assets as of the Effective Date. Provide Schedule A below:

4.2 Known Liabilities. The Company shall identify known liabilities and contingent liabilities and provide a reasonable estimate of amounts owed. List known liabilities below:

4.3 Priority. All assets shall be applied first to payment of costs and expenses of winding up and the expenses of liquidation, then to creditors, and thereafter as set forth in Section 5.

5. DISTRIBUTION OF REMAINING ASSETS

5.1 Order of Distribution. After payment and provision for all known Claims, remaining assets shall be distributed in the following order of priority: (a) to holders of any preferred or priority claims as required by agreement or law; (b) to reimburse contributions or capital accounts; and (c) the balance, if any, shall be distributed to the Parties in accordance with the distribution instructions set forth below.

5.2 Distribution Instructions. Provide detailed method for calculation and distribution to Parties:

6. TAX MATTERS

6.1 Final Returns. The Parties shall cause the Company to prepare and file all final federal, state and local tax returns and reports required as a result of the dissolution. The Party authorized to sign tax returns on behalf of the Company is Tax Matters Representative: .

6.2 Allocation of Tax Liabilities. Any tax liabilities resulting from the winding up shall be satisfied as an expense of winding up prior to distribution of remaining assets and shall be allocated among the Parties in accordance with their respective interests unless otherwise agreed in writing.

7. RELEASES AND INDEMNIFICATION

7.1 Mutual Releases. Subject to the obligations set forth in Sections 4 through 6, each Party hereby releases and discharges the other Party from any and all Claims known or unknown, arising out of or related to the Company, whether existing on or prior to the Effective Date, except for Claims arising from fraud, willful misconduct, or material breach of this Agreement.

7.2 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against any and all Claims arising from, related to, or resulting from that Party's breach of its representations, warranties or covenants in this Agreement or that Party's willful misconduct or fraud in connection with the winding up.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement to which it is a party or any applicable law; and (c) there are no actions, suits, or proceedings pending or, to such Party's knowledge, threatened against it that would impair its ability to perform under this Agreement.

9. CONFIDENTIALITY

Except as required by law or necessary to carry out the winding up, the Parties shall keep confidential the terms of this Agreement and all non-public information concerning the Company's business affairs and shall not disclose such information to any third party without the prior written consent of the other Party.

10. NOTICES

Notice Address for Company:

Notice Address for Dissolving Party:

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided above, or at such other address as a Party designates by notice to the other Party.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any provision shall be deemed a waiver of any other provision or a continuing waiver unless expressly provided in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

SCHEDULES AND ADDITIONAL INFORMATION

Additional information, including accounting statements, creditor claims information, and any executed consents or releases, shall be attached hereto as schedules and incorporated by reference.

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