Legal Dissolution Forms

DISSOLUTION AGREEMENT

This Dissolution Agreement ("Agreement") is made and entered into on this (the "Effective Date"), by and between Party A: , an entity of type Individual Corporation LLC Partnership, with principal place of business at ; and Party B: , an entity of type Individual Corporation LLC Partnership, with principal place of business at .

RECITALS

WHEREAS, the parties previously formed a business relationship or entity under the name (the "Entity"), pursuant to documents executed on ; and

WHEREAS, the parties desire to dissolve and terminate the Entity and to wind up its affairs in accordance with the terms set forth herein, including the allocation of assets and liabilities, payment of creditors, and distribution to members or partners.

NOW, THEREFORE, in consideration of the mutual 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 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Assets" means all property, rights, and interests owned or held by the Entity; "Liabilities" means all debts, obligations, claims and contingent liabilities of the Entity; "Creditor" means any party to whom a Liability is owed.

2. DISSOLUTION AND TERMINATION

2.1 Dissolution. The parties hereby agree to dissolve the Entity as of the Effective Date and to terminate the Entity's business activities except as necessary for the purpose of winding up its affairs.

2.2 Termination of Authority. Except as provided herein, no party shall take any action in the name of the Entity after the Effective Date without the prior written consent of the other party.

3. WINDING UP

3.1 Winding Up Procedure. The parties shall promptly wind up the affairs of the Entity, which shall include (a) collection of receivables, (b) liquidation of Assets consistent with commercially reasonable efforts, (c) payment or provision for Liabilities, and (d) distribution of any remaining proceeds in accordance with Section 4.

3.2 Wind Up Manager. The parties hereby appoint to act as Wind Up Manager with the authority to take such actions as are necessary to effectuate the winding up, subject to the limitations set forth in this Agreement.

4. DISTRIBUTION OF ASSETS

4.1 Order of Distribution. After payment or provision for Liabilities and payment of costs of liquidation, remaining Assets shall be distributed in the following order: (a) to creditors and claimants; (b) to parties for reimbursement of capital contributions; and (c) to the parties in accordance with their respective ownership interests.

5. LIABILITIES AND CLAIMS

5.1 Payment and Defense of Claims. The parties shall cooperate in good faith in the defense of all claims and shall allocate responsibility for payment of Liabilities as follows: each party shall remain liable for debts expressly identified on .

6. RELEASES

6.1 Mutual Release. Subject to the parties' respective obligations under this Agreement, each party hereby releases and forever discharges the other party from all actions, causes of action, suits, debts, accounts, covenants, contracts, claims, and demands of every nature whatsoever, whether known or unknown, arising out of or in any way connected with the Entity, except for claims arising from fraud, willful misconduct, or breaches of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. TAX MATTERS

8.1 Tax Filings and Allocations. The parties shall cooperate in preparing final tax returns and information statements for the Entity. Any tax liabilities for which the Entity remains liable shall be resolved from the Entity's remaining Assets or, if insufficient, in accordance with the parties' agreed allocation set forth on .

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall keep confidential and not disclose any non-public information of the Entity or of the other party acquired in connection with the Entity's business, except as required by law or as necessary to effectuate the wind-up.

10. NOTICES

10.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing.

11. AMENDMENTS; WAIVER

11.1 Amendments. This Agreement may not be amended except by a written instrument signed by both parties. 11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right.

12. GOVERNING LAW

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

13.1 Entire Agreement. This Agreement, together with any schedules or exhibits hereto executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written.

14. SEVERABILITY

14.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the fullest extent permitted by law.

15. COUNTERPARTS

15.1 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.

16. MISCELLANEOUS

16.1 Further Assurances. Each party agrees to execute and deliver such further documents and to take such further actions as may be necessary or appropriate to carry out the provisions and purposes of this Agreement.

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