Business Dissolution Documents

BUSINESS DISSOLUTION AGREEMENT

Company Name:   Entity Type:

Corporation Limited Liability Company Partnership Other:

Dissolution Agent Name:

Effective Date of Dissolution:

RECITALS

WHEREAS, Company Name is a duly organized and existing business entity under the laws of the state in which it was formed and is authorized to transact business in such jurisdictions; and

WHEREAS, the governing members(s) or board of directors of Company Name have determined that it is advisable and in the best interests of the company and its stakeholders to wind up the affairs of Company Name and to dissolve the company in accordance with applicable law; and

WHEREAS, Dissolution Agent Name is willing to act as the agent to wind up, liquidate, and effect the dissolution of Company Name on the terms and conditions set forth in this Agreement.

APPOINTMENT & AUTHORITY

Company Name hereby appoints Dissolution Agent Name as its exclusive agent for the purpose of winding up the affairs of Company Name, with authority to take all actions reasonably necessary to effect dissolution, including without limitation collecting and reducing to possession the company's assets, paying or making reasonable provision for the payment of the company's liabilities and obligations, prosecuting and defending claims, entering into and terminating contracts on behalf of the company to the extent necessary to effect liquidation, executing and delivering instruments of transfer and conveyance, and preparing and filing any required dissolution filings with governmental authorities.

SCOPE OF WORK

PAYMENT TERMS

Fee for Services: (U.S. Dollars).

Late Payment: Any unpaid amount shall bear interest at from the date due until paid in full. The parties agree that such interest is a reasonable estimate of damages for late payment and not a penalty.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches an obligation hereunder and fails to cure such breach within days after receipt of written notice. Notwithstanding the foregoing, Company Name may terminate without cause on days' prior written notice, provided that Dissolution Agent shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination and for reasonable wind-up costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in connection with the performance of this Agreement, whether oral, written, electronic or otherwise, including financial records, tax returns, customer and supplier lists, contract terms, proprietary methods, and business plans. Dissolution Agent and Company Name each agree to hold Confidential Information in strict confidence and not to use or disclose such information except as reasonably necessary to perform duties under this Agreement, to comply with applicable law, or with prior written consent of the disclosing party.

The obligations in this Confidentiality clause shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain subject to protection for as long as they remain trade secrets under applicable law. Nothing in this Agreement restricts either party from making disclosures required by law or from using information that is or becomes publicly available through no wrongful act of the receiving party.

WIND-UP PROCEDURES

Dissolution Agent shall (i) notify known creditors and claimants as required by law; (ii) prepare a final accounting of assets realized and liabilities paid or reserved; (iii) prepare and file final tax returns and termination filings required by taxing authorities and corporate registries; and (iv) distribute any residual assets in accordance with Company Name's governing documents and applicable law. Dissolution Agent shall retain records for a period of not less than three (3) years after completion of wind-up, unless a longer period is required by law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized by all necessary action, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

INDEMNIFICATION & LIMITATION OF LIABILITY

Company Name shall indemnify and hold harmless Dissolution Agent from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from performance under this Agreement, except to the extent caused by the gross negligence or willful misconduct of Dissolution Agent. In no event shall either party be liable for consequential, incidental or punitive damages except for liability arising from fraud or willful misconduct.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

The parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality or other material provisions and agree that injunctive relief is an appropriate remedy in addition to other available remedies.

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