Legal Dissolution Act

LEGAL DISSOLUTION ACT

This Legal Dissolution Act (the "Act") is made and entered into as of the day of , by and between Party A: , with principal address at (hereinafter "Party A"), and Party B: , with principal address at (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B are parties to a business relationship and/or entity governed by written agreements and applicable law and desire to dissolve and wind up the business, and terminate their obligations as set forth below; and

WHEREAS, the parties wish to set forth their mutual agreements concerning the dissolution, the allocation of remaining assets and liabilities, and the procedures for winding up the affairs of the enterprise in a binding and enforceable manner; and

WHEREAS, the parties intend that this Act effect an orderly dissolution and transfer, if any, of rights, title and interests, and that all necessary filings and notices be undertaken in accordance with applicable legal requirements;

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

1. DEFINITIONS

For purposes of this Act, the following terms shall have the meanings set forth below unless the context plainly requires otherwise:

"Effective Date" means the date set forth above as entered into at the beginning of this Act.

"Winding Up" means the process of liquidating assets, satisfying liabilities, distributing remaining assets, and completing all acts necessary to terminate the business affairs of the enterprise.

2. DECLARATION OF DISSOLUTION

As of the Effective Date, the parties hereby agree to dissolve the business relationship/enterprise identified in the recitals. The dissolution shall be a voluntary dissolution under applicable law and the parties shall take all actions required to effect legal dissolution, including but not limited to filings with competent authorities, cancellation of registrations, and giving statutory notices to creditors and claimants.

3. WINDING UP; WOUND-UP ACTIVITIES

The parties shall cooperate in good faith to wind up the affairs of the enterprise. Winding up shall include, without limitation:

a) identification, collection and liquidation of assets; b) determination and payment or reasonable provision for all known liabilities and contingent claims; c) termination of contracts that may be terminated and assignment or novation of remaining contracts only as mutually agreed; d) preparation of final accounts and tax returns; and e) distribution of any remaining assets in accordance with Section 5 below.

4. CLAIMS, CREDITORS, AND LIABILITIES

The parties shall provide notice of dissolution to known creditors and claimants and shall establish a reasonable procedure for asserting, evaluating and satisfying or disputing such claims. The parties agree to pay or provide for all legitimate claims and liabilities in accordance with applicable law; to the extent any liability is disputed, the parties shall set aside reserves in good faith pending resolution.

5. DISTRIBUTION OF ASSETS

After payment or provision for all liabilities and obligations, remaining assets shall be distributed between the parties as follows unless otherwise mutually agreed in writing:

6. TAX MATTERS AND FILINGS

The parties shall prepare and file all required federal, state and local tax returns, make timely elections where required, and coordinate to determine responsibility for tax liabilities arising before, on or after the Effective Date. Each party shall provide to the other reasonable cooperation and documentation for tax reporting purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Act; (b) this Act has been duly authorized by all necessary action; (c) the execution and delivery of this Act will not violate any agreement or law to which such party is subject; and (d) there are no undisclosed material obligations, liens or encumbrances that would prevent performance of the duties set forth in this Act. Each representation and warranty shall survive the Effective Date until final distribution of assets and termination of obligations.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other from and against any losses, liabilities, costs (including reasonable attorneys' fees), claims or damages arising out of (a) any breach of its representations, warranties or covenants contained in this Act; or (b) any actions or omissions occurring prior to the Effective Date that were within such party's control. Indemnification obligations shall be subject to reasonable notice and cooperation provisions.

9. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may designate by written notice):

10. AMENDMENTS; WAIVER

No amendment or modification to this Act shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or privilege under this Act shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

11. GOVERNING LAW

This Act shall be governed by and construed in accordance with the substantive laws of the jurisdiction of the state identified below, without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Act, together with any schedules and exhibits hereto and any written agreements expressly incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Act is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most nearly effects the parties' original intent.

14. COUNTERPARTS

This Act may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

15. MISCELLANEOUS

The headings in this Act are for convenience only and shall not affect the interpretation of any provision. The obligations of the parties under this Act shall bind and inure to the benefit of their respective successors and permitted assigns. Neither party may assign its rights or delegate its duties under this Act without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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