Fill and Sign the Partnership Dissolution Agreement Form

Partnership Dissolution Agreement Agreement made on the __________________ (date), between ___________________ (Name of Partner Alpha) of _____________________________________________________ ________________________________ (street address, city, state, zip code), referred to herein as Alpha, _____________________ (Name of Partner Beta), of ___________________ ____________________________________________________________________________ (street address, city, state, zip code) , referred to herein as Beta, and ___________________ (Name of Partner Gamma) , of ___________________________________________________ _____________________________________ (street address, city, state, zip code), referred to herein as Gamma. Whereas, Alpha, Beta and Gamma (the Partners) entered into a partnership with one another (the Partnership) pursuant to a written partnership agreement dated _______________ (date) to carry on the business of (describe briefly) __________________________________ ____________________________________________________________________________, with principal offices at _________________________________________________________ _____________________________________ (street address, city, state, zip code), under the name _________________________ (Name of Partnership); and Whereas, this Agreement is entered into by Partners to provide for the dissolution and orderly winding up of the Partnership business; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The Partners hereby agree that the Partnership shall be dissolved, effective _____________________ (date), hereinafter called the Dissolution Date, and the Partners agree that the Partnership shall be wound up and liquidated as of and following the Dissolution Date. 2. Alpha is hereby appointed as the Liquidating Partner and is vested with the exclusive right to liquidate and wind up the Partnership. Effective on the Dissolution Date, no other Partner shall or cause to act on behalf of or bind the Partnership, represent in an official capacity or manage and control the Partnership for the purposes of its liquidation. 3. Alpha shall receive a fee if $________________ for serving as Liquidating Partner which shall be treated as an expense for winding up the Partnership and shall not be charged to the capital account of Alpha as a withdrawal. Other than the liquidation proceeds, none of the Partners shall be entitled to any form of compensation, make withdrawals or receive any interest on their contributions or respective shares of the Partnership capital after the Dissolution Date. 4. Alpha shall be responsible for the liquation and winding up of the Partnership in accordance with this Agreement and as per law. Alpha shall be do all such things as may be required to liquidate the Partnership and shall have the authority and full power to sell and transfer Partnership assets, engage professional services, sign and submit tax matters, execute and record statement of dissolution of Partnership, pay and settle debts and distribute Partnership assets to the respective Partners. Alpha shall keep the remaining Partners informed of the status of the dissolution until the Dissolution Date. 5. Effective the Dissolution Date, liquidation proceeds shall be first applied to pay all debts and liabilities of the Partnership, and will be assumed by the Partners pro rata in the same proportion. All of the assets and proceeds of the Partnership, if any remaining after paying all debts and liabilities, will be distributed to the Partners pro rata in accordance with their respective interests in the Partnership and in the following manner: A. Alpha ______ % B. Beta _______ % C. Gamma _______ % 6. Each Partner shall indemnify and saves harmless the other Partner from and against any claims, demands, actions, losses and damages suffered by such Partners resulting from the failure of the Partner to pay and discharge any portion of any Partnership liability which such Partner has assumed by virtue of this Agreement. 7. The Partners hereby release and forever discharge one another from any and all claims, demands, actions, losses and damages whatsoever arising from or relating to the Partnership, with the exception of any claims, demands, actions, losses and damages arising from or resulting from the terms and conditions of this Agreement. 8. This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, administrators and assigns of each of the parties hereto. 9. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. Witness our signatures as of the day and date first above stated. ________________________ _________________________ (Printed Name of Alpha) (Printed Name of Beta) _______________________ ________________________ (Signature of Alpha) (Signature of Beta) ________________________ (Printed Name of Gamma) ________________________ (Signature of Gamma)