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1. Parties: Identification of all partners involved in the dissolution, including their full legal names and addresses
2. Background: Brief history of the partnership, reference to the original partnership agreement, and reason for dissolution
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date of Dissolution: Specific date when the partnership will be officially dissolved
5. Final Accounting: Process for conducting final accounting of partnership assets, liabilities, and accounts
6. Asset Distribution: Detailed provisions for the distribution of partnership assets among partners
7. Liability Allocation: Assignment of responsibility for existing and potential future liabilities
8. Client and Contract Treatment: Handling of existing clients, contracts, and ongoing business obligations
9. Payment of Debts: Process for settling partnership debts and outstanding obligations
10. Bank Accounts and Financial Instruments: Closure or transfer of partnership bank accounts and financial instruments
11. Partner Releases: Mutual releases between partners for claims relating to the partnership
12. Confidentiality: Ongoing obligations regarding confidential information
13. Governing Law: Specification of applicable law and jurisdiction
14. General Provisions: Standard provisions including entire agreement, amendments, and severability
1. Ongoing Litigation: Provisions for handling any pending lawsuits or legal proceedings, used when the partnership is involved in active litigation
2. Intellectual Property Rights: Allocation of intellectual property rights and licenses, included when the partnership owns significant IP assets
3. Non-Competition and Non-Solicitation: Restrictions on future business activities and client solicitation, used when partners agree to post-dissolution restrictions
4. Tax Matters: Detailed tax provisions and allocations, included when complex tax implications exist
5. Employee Matters: Provisions regarding employees and their transition, used when the partnership has employees
6. Insurance Matters: Handling of insurance policies and claims, included when significant insurance considerations exist
7. International Operations: Provisions specific to international business operations, used for partnerships with cross-border activities
8. Earn-Out Provisions: Structure for ongoing payments based on future performance, used when partners agree to post-dissolution payment arrangements
1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed values
2. Schedule B - Liability Schedule: Comprehensive list of all known liabilities and obligations
3. Schedule C - Distribution Plan: Detailed breakdown of how assets and liabilities will be distributed
4. Schedule D - Client List: List of all clients and their allocation between partners
5. Schedule E - Outstanding Contracts: List of all ongoing contracts and their disposition
6. Schedule F - Settlement Calculations: Detailed calculations of final settlements between partners
7. Appendix 1 - Required Notices: Templates for notices to be sent to clients, vendors, and authorities
8. Appendix 2 - Transfer Documents: Forms and documents required for transferring assets and obligations
Professional Services
Legal Services
Accounting
Real Estate
Construction
Retail
Healthcare
Consulting
Technology
Manufacturing
Agriculture
Hospitality
Financial Services
Entertainment
Media
Legal
Finance
Accounting
Tax
Compliance
Risk Management
Operations
Business Development
Administration
Corporate Governance
Business Owner
Managing Partner
General Partner
Limited Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Manager
Accountant
Tax Advisor
Business Development Manager
Operations Manager
Partnership Administrator
Compliance Officer
Risk Manager
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