Fill and Sign the Dissolve Wind Up Form

Agreement to Dissolve and Wind up Partnership with Sale to Partner by Retiring Partner Page 1 of 2 Agreement to Dissolve and Wind up Partnership with Sale to Partner by Retiring Partner Agreement made on the day of , 20 , between of , (Name of Partner One) (Street Address, City, County, State, Zip Code) referred to herein as Partner One, and , of (Name of Partner Two) , referred to herein as Partner Two. (Street Address, City, County, State, Zip Code) Whereas, Partners are parties to a Partnership known as , (Name of Partnership) engaged in the business of , under a Partnership Agreement (Type of Business) dated . The Partnership is located at ; (Date) (Street Address, City, County, State, Zip Code) and Whereas, Partner One desires to sell his interest in the Partnership, dissolve the Partnership, and retire from the business. Whereas, Partner Two desires to purchase Partner One’s interest in the Partnership. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Sale of Interest. Partner One shall retire from the Partnership and shall sell, assign, and transfer all of his interest in all the assets of the Partnership to Partner Two on payme nt by Partner Two of the purchase price of $ . 2. Payment of Purchase Price. Partner Two shall pay for the interest of Partner One $ on the execution of this Agreement, and $ within days after the execution, with the balance of $ due on or (Number) before , together with interest on the deferred balance at the rate of % per (Date) year. 3. Name. The name of Partner One shall not be used in connection with the business by the firm or its successors on the consummation of the purchase. The firm or its successors may designate themselves as successors to the firm of . (Name of Partnership) Agreement to Dissolve and Wind up Partnership with Sale to Partner by Retiring Partner Page 2 of 2 4. Continuing Rights as Partner. Until the final payment is made, Partner One shall remain a Partner with all rights and title in the Partnership as before. On the fi nal payment, Partner One's connection with the firm shall cease and Partner One shall not be e ntitled to any profits or be liable for any losses after the date of final payment. 5. Sharing of Proceeds and Losses. Partners shall share in the proceeds and bear any losses, damages, or expenses that may accrue in accordance with their present partnershi p interest as to any actions now pending, either in favor of or against the firm. 6. Documents. Partner One shall execute and deliver all documents necessary to consummate the transfer of his interest in the business and complete the agreement on his part on final payment of the amount set forth above. 7. Releases and Liquidated Damages. Partners shall execute and deliver to one another general releases mutually releasing one another from all claims of every nature, exc ept matters to be performed under this Agreement. Should Partner Two default in carrying out this Agreement, Partner One may retain as liquidated damages $ from the amounts paid by Partner Two on the purchase price. In that event, the balance shall then be returned to Partner Two and this Agreement shall cease and be void, and the interest of Partner One in the business shall remain unimpaired. WITNESS our signatures as of the day and date first above stated. By: By: (Signature of Partner One) (Signature of Partner Two) (Printed Name of Partner One) (Printed Name of Partner Two)