Legal Dissolution Signature Page

LEGAL DISSOLUTION SIGNATURE PAGE

This Legal Dissolution Signature Page (the "Signature Page") is executed as of Effective Date: by and between Party A Name: Entity Type: with principal place of business at (hereinafter "Party A"), and Party B Name: Entity Type: with principal place of business at (hereinafter "Party B"). Party A and Party B are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties previously entered into a written agreement titled Agreement Date: (the "Original Agreement"), which sets forth the rights and obligations between the Parties; and

WHEREAS, the Parties have determined that it is in their mutual best interests to dissolve the relationship governed by the Original Agreement and to wind up and terminate all outstanding rights and obligations in accordance with the terms set forth herein; and

WHEREAS, the Parties desire to set forth their agreement regarding the dissolution, winding up, and allocation of liabilities, assets and responsibilities in a manner that is binding and enforceable.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Signature Page 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. Capitalized terms used in this Signature Page shall have the meanings ascribed to them in the Original Agreement unless otherwise defined herein. For purposes of this Signature Page, "Effective Date" means the date set forth above under Effective Date.

2. Dissolution and Termination

2.1. Effective as of the Effective Date, the Parties hereby agree to dissolve and terminate the Original Agreement and any related agreements to the extent necessary to effectuate the Parties' intent to cease the relationship described therein. All rights and obligations arising under the Original Agreement shall be wound up and performed in accordance with the terms of this Signature Page.

3. Winding Up; Allocation of Assets and Liabilities

3.1. The Parties shall take all commercially reasonable actions necessary to wind up the affairs related to the Original Agreement, including delivery, transfer, liquidation or other disposition of assets, payment or allocation of liabilities, satisfaction of third-party claims, and completion of work in progress in accordance with the allocation set forth below.

4. Mutual Release

4.1. Subject to the terms of this Signature Page and except for obligations expressly reserved herein, each Party, on behalf of itself and its affiliates, agents, successors and assigns, hereby releases and forever discharges the other Party and its affiliates, agents, successors and assigns from any and all claims, demands, causes of action, liabilities, damages, losses, costs and expenses, whether known or unknown, arising out of or relating to the Original Agreement or the relationship between the Parties through the Effective Date.

4.2. The foregoing release shall not operate to release any obligation expressly preserved by written agreement in this Signature Page or any claim arising from fraud, willful misconduct, or gross negligence.

5. Representations and Warranties

5.1. Each Party represents and warrants to the other Party that: (a) it has full corporate or organizational power and authority to enter into this Signature Page and to carry out its obligations hereunder; (b) the person executing this Signature Page on its behalf is duly authorized to do so; and (c) this Signature Page constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms.

6. Indemnification

6.1. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or relating to that Party's breach of this Signature Page, any misrepresentation or warranty made by that Party herein, or the actions or omissions of that Party in winding up obligations allocated to it hereunder.

7. Filings; Cooperation

7.1. The Parties shall cooperate and execute such documents and take such further actions as may be reasonably necessary to effectuate the dissolution, including the execution and filing of any notices, termination statements or other instruments required by applicable law. Party responsible for filings:

8. Notices

8.1. All notices, demands or communications required or permitted under this Signature Page shall be in writing and delivered to the Parties at their respective notice addresses set forth below (or at such other address as a Party shall designate by written notice to the other).

9. Confidentiality

9.1. Except as required by applicable law or as agreed in writing, the Parties shall keep confidential the terms of this Signature Page and any nonpublic information exchanged in connection with the winding up of obligations, and shall not disclose such information to any third party without the prior written consent of the other Party.

10. Governing Law; Miscellaneous

10.1. Governing Law. This Signature Page shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws rules.

10.2. Entire Agreement. This Signature Page 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 to such subject matter.

10.3. Severability. If any provision of this Signature Page is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.4. Amendments; Waiver. Any amendment or modification to this Signature Page must be in writing and signed by both Parties. No waiver of any provision of this Signature Page shall be effective unless in writing and signed by the Party against whom enforcement is sought.

10.5. Counterparts. This Signature Page 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 or electronic signatures shall be treated as original signatures for all purposes.

Certification

Each signatory below certifies and warrants that he or she is duly authorized to execute this Signature Page on behalf of the Party for which he or she signs, that the Party has agreed to the terms hereof, and that the execution and performance of this Signature Page will not violate any material agreement or obligation of such Party.

Sign Now