Legal Dissolution Packet

LEGAL DISSOLUTION PACKET

This Dissolution Agreement and related instruments (collectively, the "Agreement") is made and entered into as of the day of , by and between Party A Name: (hereinafter "Party A") and Party B Name: (hereinafter "Party B").

This Agreement sets forth the terms and conditions by which the parties will dissolve and wind up the affairs of the business operating under the name (the "Business").

RECITALS

WHEREAS, Party A and Party B formed or operated the Business pursuant to an agreement dated , (the "Formation Date").

WHEREAS, the parties have mutually agreed that the Business should be dissolved, its affairs wound up, and its assets and liabilities distributed in accordance with this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the dissolution, winding up, distribution of assets, settlement of liabilities, and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

1.2 "Claims" means any and all liabilities, obligations, suits, demands, actions, causes of action, debts, deficiencies, losses, damages, judgments, assessments, taxes, costs and expenses of any kind and nature, whether known or unknown, asserted or unasserted.

2. DISSOLUTION AND WINDING UP

2.1 Dissolution. As of the Effective Date, the parties agree to dissolve the Business. The parties shall promptly take all actions necessary or appropriate to effectuate the dissolution under applicable law and to wind up the affairs of the Business in an orderly and commercially reasonable manner.

2.2 Winding Up Activities. Winding up shall include, without limitation, collecting and reducing to cash the Business's assets, preserving rights and property pending disposition, discharging liabilities and obligations, settling Claims, filing final tax returns, and paying or making reasonable provision for payment of liabilities and obligations of the Business.

3. ASSETS, LIABILITIES AND DISTRIBUTIONS

3.1 Assets. The parties shall prepare and exchange schedules describing all known assets of the Business, including accounts receivable, inventory, equipment, contracts, goodwill and other intangible assets. Attach description of material assets below.

3.2 Liabilities. The parties shall prepare and exchange schedules of all known liabilities and Claims of the Business, including secured obligations and contingent liabilities. Attach description of material liabilities below.

3.3 Distribution. After payment or provision for payment of liabilities and reasonable reserves, remaining cash and other distributable assets shall be allocated and distributed between the parties in accordance with the parties' ownership interests or as otherwise agreed in writing herein:

4. CLAIMS; INDEMNIFICATION

4.1 Claims Procedure. If a Claim is made against the Business or either party after the Effective Date, the party receiving notice shall promptly notify the other party in writing and provide reasonable information and documentation regarding the Claim.

4.2 Indemnification. Each party shall indemnify and hold harmless the other party from and against any and all Claims to the extent arising from the indemnifying party's negligence, willful misconduct, breach of this Agreement, or representations and warranties herein. Indemnification shall include payment of reasonable costs of defense, including attorneys' fees, subject to any limitations agreed herein.

5. TAX MATTERS

5.1 Filing and Payment. The parties shall cooperate in the preparation and filing of all required tax returns and reports for the Business through the date of dissolution. Each party shall timely pay or provide for their allocable share of taxes and any resulting interest or penalties attributable to such returns.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that: (a) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement do not violate any agreement or order to which it is bound; and (c) there are no pending actions or proceedings that would make performance of this Agreement unlawful or materially interfere with the winding up and dissolution.

7. CONFIDENTIALITY

The parties agree to maintain the confidentiality of proprietary business information and records of the Business and shall not disclose confidential information to third parties except as required by law or as necessary to effectuate the winding up and dissolution of the Business.

8. RELEASE

Upon full performance and final distribution as provided herein, each party releases and forever discharges the other party from all Claims relating to the Business accruing prior to the Effective Date, except for Claims arising out of fraud, gross negligence, willful misconduct, or breaches of the covenants set forth in this Agreement.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section).

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both parties. No waiver by a party of any breach or default shall constitute a waiver of any other breach or default.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. 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. Signatures delivered by electronic transmission shall be binding for all purposes.

14. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Time is of the essence with respect to each party's obligations hereunder.

EXECUTION

Each party signing below warrants that it has full power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to execute this Agreement.

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