Legal Dissolution Form

LEGAL DISSOLUTION FORM

This Legal Dissolution Agreement (the "Agreement") is entered into as of Effective Date: by and between Dissolving Party: a Corporation LLC Partnership formed under the laws of with formation date whose principal place of business is .

RECITALS

WHEREAS, the Dissolving Party is an entity engaged in lawful business and desires to wind up and dissolve its business operations in accordance with applicable law and the terms of this Agreement; and

WHEREAS, the Counterparty is a party that has contractual, financial, or other relationships with the Dissolving Party and the parties wish to set forth the rights, obligations and procedures to effect an orderly dissolution, wind-up and final distribution of assets; and

WHEREAS, the parties desire to set forth the terms under which the Dissolving Party will cease business operations, discharge liabilities to the extent practicable, and distribute remaining assets in accordance with applicable priorities.

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 Agreement, the following terms have the meanings set forth below: "Assets" means all tangible and intangible property of the Dissolving Party; "Claims" means any demand, action, liability, lien or obligation asserted by any Person; "Effective Date" means the date set forth above; and "Final Accounting" means the written statement of assets, liabilities and distributions prepared in accordance with Section 4.

2. EFFECTIVE DATE; TERMINATION OF BUSINESS

The dissolution of the Dissolving Party shall be effective as of the Effective Date. Upon the Effective Date the Dissolving Party shall cease carrying on its business other than as necessary to wind up its affairs and shall take all reasonable actions required to terminate ongoing operations in an orderly manner.

3. WINDING UP; DUTIES

The Dissolving Party shall wind up its affairs promptly and in good faith. Winding up shall include, without limitation, (a) collection of receivables, (b) performance for the purpose of preserving asset value, (c) disposition of assets, (d) entry into transactions necessary to effect orderly liquidation, and (e) compliance with legal and tax filing requirements.

The Dissolving Party shall preserve books and records for a period of not less than years following the Effective Date and shall provide reasonable access to such records to the Counterparty upon written request.

4. DISTRIBUTION OF ASSETS

Distributions of remaining Assets, if any, shall be made after payment or provision for payment of all known liabilities and expenses, including costs of winding up and all taxes. Priority of distribution shall follow applicable statutory priority and, to the extent permitted by law, the parties' contractual priorities.

5. OUTSTANDING OBLIGATIONS AND CLAIMS

The Dissolving Party shall use commercially reasonable efforts to identify and satisfy or provide for all known Claims. The existence of a dissolution shall not relieve the Dissolving Party of any liabilities incurred prior to the Effective Date. The Dissolving Party shall notify known creditors and provide a mechanism for submission of Claims in accordance with applicable law.

6. TAX FILINGS AND MATTERS

The Dissolving Party shall prepare and file all required federal, state and local tax returns and reports relating to the period through the Effective Date. The Dissolving Party and the Counterparty shall cooperate in the preparation of any final tax filings, allocation of tax liabilities and any examinations or disputes with taxing authorities.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement have been duly authorized, and that this Agreement does not violate any other agreement to which such party is bound. Each party further represents that there are no undisclosed material liabilities or undisclosed litigation that would frustrate the winding up contemplated by this Agreement.

8. INDEMNIFICATION

The Dissolving Party shall indemnify, defend and hold harmless the Counterparty from and against any and all losses, damages, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of acts or omissions of the Dissolving Party occurring prior to the Effective Date, except to the extent resulting from the Counterparty's gross negligence or willful misconduct.

9. RELEASE

Subject to the exceptions set forth in this Agreement, upon final distribution of assets and satisfaction of liabilities or provision for payment thereof, each party releases and forever discharges the other from any and all claims arising out of acts or omissions occurring prior to the Effective Date.

10. NOTICES

Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight carrier to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings between the parties with respect to the subject matter hereof.

13. SEVERABILITY

If any provision of this Agreement 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.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

15. COUNTERPARTS

This Agreement 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. Facsimile and electronic signatures shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

The provisions of this Agreement that by their nature are intended to survive the dissolution and winding up of the Dissolving Party shall survive such events, including but not limited to indemnification, confidentiality and dispute resolution provisions.

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