Fill and Sign the Dissolve a Partnership Form

Agreement to Dissolve Partnership with one Partner Purchasing the Assets of the Other Partner This Dissolution Agreement is made this the       day of       , 20       , between       of       , (Name of Partner A ) (Street Address, City, County, State, Zip Code) hereinafter referred to as Partner A , and       of (Name of Partner B )       , hereinafter referred to as Partner B . (Street Address, City, County, State, Zip Code) Whereas, Partner A and Partner B (hereinafter sometimes referred to as the Partners ) are now conducting the business of (type of business such as practice of medicine) at       , as partners, under the firm name of (Street Address, City, County, State, Zip Code)       , hereinafter referred to as the Partnership , pursuant to the (Name of Partnership) terms of a certain written agreement dated the       ; and (Date) Whereas, Partners desire to dissolve the Partnership on the terms and conditions hereinafter set forth herein. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the Partners agree as follows: I. An audit of the books, accounts and affairs of the Partnership as of the close of business on       , shall be made by the firm of       , certified (Date) (Name of Accounting Firm) public accountants (hereinafter referred to as the Auditors ). The cost of the audit shall be borne equally by the Partners, and the audit shall be binding upon the Partners. II. Partner A does hereby assign to Partner B all right, title and interest in and to the business of the Partnership now being conducted under the name of       , (Name of Partnership) together with all contracts, leases, office furniture, fixtures, equipment, office supplies, books, records, accounts, money in bank, and all other property of every kind, character and description, used in, devoted to, or owned by the business now carried on in the name of       . (Name of Partnership) III. There shall be set up on the books of       , an account, (Name of Partnership) to the credit of Partner A , to be known as Partner A Dissolution Account , which account shall be credited with the following: Agreement to Dissolve Partnership Page 1 of 3 A. The capital account of Partner A in the Partnership , the amount of which shall be determined by the audit contemplated in Paragraph I above. B. Fifty Per Cent (50%) of any sums charged off as losses which may be recovered, it being agreed that Partner B will promptly undertake recovery of these losses in accordance with reasonable business practices, or reassign them to Partner A and cooperate with Partner A in their recovery. Should the Partner A Dissolution Account be closed, as contemplated, before the time of any recovery, Fifty Per Cent (50%) of the amount of recovery shall be paid to Partner A . C. Fifty Per Cent (50%) of the credit balances appearing in the Partnership accounts as they appear or should have appeared at the close of business on       . (Date) IV. The Partner A Dissolution Account shall be charged with Fifty Per Cent (50%) of: A. All debit balances appearing in accounts as they appear or should have appeared at the close of business on the B. All losses appearing, or which should have appeared, on the books of the Partnership as of the close of business on the       . (Date) C. All other liabilities of the Partnership , contingent or otherwise, actually existing at the close of business on the       , discovered prior to that date. (Date) V. It is agreed that the name of Partner A shall be eliminated from the firm name as soon as it reasonably may be done. VI. The Partnership existing between the Partners under the name of       (Name of Partnership) shall be deemed terminated and dissolved on the       . Partner A shall have no (Date) authority to act for the Partnership after that date. All obligations of either Partner to the other shall be settled and adjusted upon the terms and provisions of this instrument. VII. It is agreed that from and after this date the sole and exclusive control, management and direction of the business shall be vested in Partner B . VIII. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the Partners agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both Partners subsequent to the expungement of the invalid provision. IX. The failure of either Partner to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. Agreement to Dissolve Partnership Page 2 of 3 X. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XI. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each Partner as set forth at the beginning of this Agreement. XII. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the Partners hereto. If the Partners cannot agree on an arbitrator, each Partner shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIII. This Agreement shall constitute the entire agreement between the Partners and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either Partner except to the extent incorporated in this Agreement. XIV. Any modification of this Agreement or additional obligation assumed by either Partner in connection with this Agreement shall be binding only if placed in writing and signed by each Partner. XV. The rights of each Partner under this Agreement are personal to that Partner and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other Partner. XVI. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XVII. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both Partners. WITNESS our signatures as of the day and date first above stated. By: By: (P rinted Name of Partner Alpha ) (P rinted Name of Partner Beta )             (Signature of Partner Alpha ) (Signature of Partner Beta ) Agreement to Dissolve Partnership Page 3 of 3