Legal Dissolution Letter

LEGAL DISSOLUTION LETTER

This Legal Dissolution Letter (the "Letter") is entered into as of by and between Client Name: with principal place of business at , and Other Party Name: with principal place of business at .

RECITALS

WHEREAS, the parties previously conducted business together pursuant to certain contractual arrangements and commercial dealings described generally as ; and

WHEREAS, the parties have determined that it is in their mutual interest to dissolve their business relationship, terminate existing obligations between them and wind up any joint affairs on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms for the orderly dissolution and distribution of obligations, assets and liabilities effective as provided below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Letter, the parties agree as follows.

1. DISSOLUTION

1.1 Effective Date. The parties agree that the dissolution of their joint business relationship shall be effective as of (the "Effective Date").

1.2 Termination of Agreements. Except as expressly preserved by this Letter, all agreements, instruments and understandings between the parties are hereby terminated as of the Effective Date and the parties shall have no further duties or obligations to one another thereunder, other than those expressly set forth in this Letter.

2. WINDING UP AND DISTRIBUTION

2.1 Winding Up. The parties shall cooperate in good faith to wind up joint affairs, including but not limited to collection and disposition of accounts receivable, termination or assignment of contracts, cancellation of registrations and permits, and preparation of final statements of account.

3. PAYMENT OF LIABILITIES

3.1 Allocation of Liabilities. The parties agree that all known debts and obligations incurred prior to the Effective Date shall be allocated and satisfied as follows:

3.2 Final Accounting. The parties shall prepare a final accounting within days of the Effective Date. Any amounts determined to be owing pursuant to such accounting shall be paid within 30 days of delivery of the final accounting.

4. MUTUAL RELEASE

4.1 Release by Parties. Subject to the parties' respective obligations under this Letter, each party, on behalf of itself and its affiliates and their respective officers, directors, employees and agents, releases and forever discharges the other party from any and all claims, liabilities, causes of action, demands and obligations arising out of or relating to the parties' relationship prior to the Effective Date, except for claims arising from fraud or willful misconduct.

5. CONFIDENTIALITY; SURVIVAL

5.1 Confidential Information. The parties acknowledge that confidentiality obligations contained in prior agreements and any additional confidentiality obligations set forth in this Letter shall survive dissolution to the extent necessary to protect trade secrets and other confidential information for a period of years.

6. REPRESENTATIONS AND WARRANTIES

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

7. COOPERATION; FURTHER ASSURANCES

7.1 Each party shall execute and deliver such further instruments and shall take such other actions as may be reasonably required to effectuate the purposes of this Letter, including providing reasonable cooperation with respect to third-party notices, filings or consents required in connection with the winding up process.

8. NOTICES

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

9. AMENDMENT; WAIVER

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

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Letter, together with any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

12. SEVERABILITY

If any provision of this Letter 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.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Letter 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. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

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