PARTNERSHIP DISSOLUTION AGREEMENT

RECITALS

WHEREAS, the Partners entered into that certain partnership agreement dated as of (the “Partnership Agreement”), relating to the Partnership (as defined below) for the purpose of _________________________________________________________________________________________________________________________________________; and

WHEREAS, under the terms of the Partnership Agreement, Partner One made capital contributions totaling ______ ______;

WHEREAS, under the terms of the Partnership Agreement, Partner Two made capital contributions totaling ______ ______;

WHEREAS, pursuant to the terms of the Partnership Agreement, the Partners have __________________ __________________________; and

WHEREAS, the Partners now wish to dissolve and terminate the Partnership (as defined below) pursuant to the terms and conditions of the Partnership Agreement and this Dissolution Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and representations contained herein, the Partners hereby agree as follows:

In accordance with this Dissolution Agreement and the terms of the Partnership Agreement, the Partners hereby agree that effective as of the Dissolution Date, that certain partnership, which was formed under the laws of ____________ ___________, did business under the name of __________________ ________________, and had its principal business address at __________________________ _____________________________

________________________________________ (the “Partnership”), shall dissolve in accordance with Section[s] ________________ of the Partnership Agreement.

Effective as of the Dissolution Date, all (a) assets, rights, and properties owned by the Partnership on the Dissolution Date whether tangible or intangible, real, personal, or mixed, wherever located, and whether or not carried and reflected on the books of the Partnership, including, without limitation, all accounts receivable, inventory, equipment and improvements, contract rights, claims, and causes of action or rights of recovery or set-off of every kind and character, and all business records (collectively, the “Partnership Assets”) shall be distributed to the Partners pro rata in accordance with their respective ownership interests in the Partnership; and (b) all obligations and liabilities of the Partnership, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the “Partnership Liabilities” and each a “Partnership Liability”) shall be distributed to the Partners pro rata in accordance with their respective ownership interests in the Partnership.

[Partner One] [Partner Two] [The Partners together] (the “Liquidating Partner[s]”) shall coordinate and be [solely] responsible for the liquidation of the Partnership Assets, the satisfaction of the Partnership Liabilities, and such other acts as may be reasonably required to wind up the affairs of the Partnership. Prior to the Dissolution Date, the following business matters will be completed by the Liquidating Partner[s]:______________________________________________________________________________________________________________________________________________________________________________________________________________. In addition, the Liquidating Partner[s] will record and publish a notification of Dissolution of Partnership in a local newspaper and submit a Statement of Dissolution to the Secretary of State.

[Partner One] [Partner Two] shall be named the official custodian of the records of the Partnership for at least ________ years following the Dissolution Date.

Each Partner hereby indemnifies and holds harmless the other Partner from and against any claims, demands, actions, losses, or damages suffered by such other Partner as a result of the Partner’s failure to pay and discharge any part of a Partnership Liability that such Partner has assumed under this Dissolution Agreement.

The Parties hereby release and forever discharge one another from any and all claims, demands, actions, losses, or damages arising from or relating to the Partnership; provided, however, that each Partner remains responsible for any claims, demands, actions, losses, or damages arising or resulting from the terms and conditions of this Dissolution Agreement.

This Dissolution Agreement may be amended only with the unanimous written consent of the Partners.

This Dissolution Agreement shall be governed by the laws of the state of _____________, without regard to its conflicts of law provisions.

The failure of any Partner to insist on strict performance of any covenant or obligation under this Dissolution Agreement, regardless of the length of time for which such failure continues, shall not be a waiver of such Partner’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

This Dissolution Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Dissolution Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

In the event that any provision of this Dissolution Agreement is held to be invalid or unenforceable for any reason, (i) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision and (ii) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect.

The headings of sections in this Dissolution Agreement are provided for convenience of reference only and are not intended to be a part of or affect the meaning or interpretation of this Dissolution Agreement or any section.

This Dissolution Agreement constitutes the entire understanding between the Partners concerning its subject matter and supersedes all prior discussions, agreements, and representations, whether oral or written and whether or not executed by any Partner. No modification, amendment, or other change may be made to this Dissolution Agreement unless reduced to writing and executed by authorized representatives of all Partners.

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IN WITNESS WHEREOF, the Partners have executed this Dissolution Agreement as of the date first above written.