Legal Dissolution Declaration

LEGAL DISSOLUTION DECLARATION

This Legal Dissolution Declaration (the Declaration) is executed on this Day: of by and between Party Name: Entity Type: Corporation LLC Business / Entity Name: Principal Address: and Party Name: Entity Type: Corporation LLC Business / Entity Name: Principal Address:

RECITALS

WHEREAS, the parties formed the business entity known as on the day of under the laws of the jurisdiction of .

WHEREAS, the parties have mutually determined to wind up and dissolve the business, to liquidate and distribute its assets, and to settle and discharge its liabilities in accordance with applicable law and the terms set forth in this Declaration.

WHEREAS, the parties desire to set forth their agreement concerning the procedures and authorizations necessary to effect an orderly dissolution and to protect the parties from future claims arising out of the business operations prior to dissolution.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Effective Date" means the date set forth below in Section 2 or such other date agreed in writing by the parties.

2. EFFECTIVE DATE

2.1 The dissolution under this Declaration shall be effective as of: day of (Effective Date).

3. DISSOLUTION AND WINDING UP

3.1 The parties shall cease conducting business except to the extent necessary to wind up the affairs of the entity. The parties shall take all actions necessary or reasonably desirable to effect an orderly liquidation and winding up, including but not limited to notifying creditors, collecting receivables, discharging obligations, canceling leases and contracts where required, and disposing of assets in accordance with this Declaration.

3.2 The parties covenant to cooperate in good faith to minimize expenses and losses during the winding up process and to provide one another with timely information regarding material actions affecting assets or liabilities.

4. NOTICE TO CREDITORS; CLAIMS

4.1 The parties will provide notice to known creditors and claimants and will take commercially reasonable steps to publish notice where required by applicable law. The parties shall jointly determine the form and content of such notices.

5. DISTRIBUTION OF ASSETS

5.1 After payment and/or provision for payment of all debts, liabilities and obligations of the entity, the remaining assets shall be distributed among the parties in accordance with the parties' relative ownership interests as set forth below or as otherwise agreed in writing.

6. LIABILITIES, TAX MATTERS AND FINAL ACCOUNTING

6.1 The parties shall prepare and exchange a final accounting showing assets realized, liabilities satisfied, costs of winding up, and proposed distributions. Each party shall cooperate in preparing and filing all required tax returns and paying taxes owed by the entity for tax periods ending on or before the Effective Date.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants to the other that: (a) it has full power and authority to execute and perform this Declaration; (b) the execution and performance hereof do not conflict with or constitute a default under any agreement to which it is a party; and (c) there are no undisclosed actions, lawsuits or proceedings pending or threatened against the entity which would materially affect the dissolution or distributeable assets.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other against liabilities, claims, demands and expenses (including reasonable attorneys' fees) arising from the indemnifying party's acts or omissions prior to the Effective Date, except to the extent such liabilities result from the gross negligence or willful misconduct of the indemnified party.

9. BOOKS, RECORDS AND COOPERATION

9.1 The parties shall preserve and make available to one another all books, records, tax returns and other documents reasonably necessary to resolve liabilities, tax matters, claims or audits for a period consistent with applicable law.

10. NOTICES

10.1 All notices required or permitted under this Declaration shall be in writing and delivered to the addresses provided below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Declaration may be amended only by a written instrument signed by both parties. Failure to insist upon strict performance of any provision shall not be deemed a waiver of any subsequent breach. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

12.2 Severability. If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

12.3 Entire Agreement. This Declaration constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

13. MISCELLANEOUS

13.1 Remedies. The parties acknowledge that monetary damages may not be a sufficient remedy for breach of this Declaration and that the non-breaching party may seek equitable relief, including specific performance and injunctive relief, in addition to any other remedies available at law or in equity.

13.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be necessary to carry out the provisions and purposes of this Declaration.

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