Business Dissolution Letterhead

BUSINESS DISSOLUTION LETTERHEAD

WHEREAS

WHEREAS, the board of directors or members of the Company, Company Name: , adopted a resolution to dissolve the Company on (the "Resolution"); and

WHEREAS, the parties desire to effect an orderly wind-up and final liquidation of the Company's affairs, to provide for final distributions to members or shareholders, to satisfy or make provision for all known liabilities, and to settle the Company's books and records in accordance with applicable law;

WHEREAS, the parties agree to document the terms of dissolution and wind-up on the letterhead of the Company and to set forth responsibilities, distributions and schedule for final performance.

SCOPE OF WORK (Wind-Up and Liquidation)

The Company shall undertake the following wind-up tasks, liabilities reconciliation, and transfers described below. The responsible party for each task and the expected completion schedule must be recorded.

FINAL DISTRIBUTIONS AND PAYMENT TERMS

All final distributions to members, shareholders or creditors shall be made in accordance with the following terms:

Any undisputed amounts not paid when due shall bear interest at the rate of , compounded monthly, until paid. Disputed amounts shall be addressed in accordance with dispute resolution provisions set forth herein.

TERM AND TERMINATION

This dissolution and wind-up engagement shall commence on Start Date: and shall continue until the completion of the wind-up or until End Date: , unless earlier terminated as provided below.

Any party may terminate this wind-up arrangement for material breach by providing written notice of termination to the other party at least prior to the effective termination date. Termination does not relieve the parties of obligations accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that during the wind-up process they will have access to confidential information concerning the Company's operations, finances and proprietary matters. Each party agrees to maintain the confidentiality of such information and to use it solely for the purpose of effectuating the dissolution and wind-up. Confidential information shall not be disclosed to third parties except (a) as necessary to complete the wind-up, (b) as required by law, or (c) with prior written consent of the disclosing party.

Confidentiality obligations shall survive the effective date of dissolution for a period of following final distribution, except for information that enters the public domain through no fault of the recipient.

COMPLIANCE, NOTIFICATIONS AND CERTIFICATIONS

The Company shall provide written certification that taxes, payroll obligations, and all government filings necessary to effect dissolution have been completed or that reasonable reserves have been established for unresolved obligations. The Company further represents that it will provide written notice to known creditors and claimants in accordance with applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved in the courts located in that jurisdiction, unless the parties mutually agree in writing to a different forum.

ENTIRE AGREEMENT

This Business Dissolution Letterhead and the terms contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of each party.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

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