[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-dissociation-agreement-D12651":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DISSOCIATION AGREEMENT RECITALS: The parties to this agreement (the \"Members\") are entering into this agreement for the purpose of a dissociation of a member from a limited liability company, under the Limited Liability Company Act of the state of [SPECIFY] (the \"Act\"). DISSOCIATION AND DISSOLUTION Withdrawal. A Member may withdraw from the Company only after giving notice of withdrawal to the other Members at least 90 days prior to the effective date of the withdrawal. Expulsion. A Member may be expelled from the Company by an affirmative vote of the Members holding a majority of the Ownership Interests held by Members other than the expelled Member if the expelled Member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the Company, or the expelled Member has willfully or persistently committed a material breach of the articles of organization of the Company or this agreement or has otherwise breached a duty owed to the Company or to the other Members to the extent that it is not reasonably practicable to carry on the business or affairs of the Company with that Member. The right to expel a Member under the provisions of this section does not limit or adversely affect any right or power of the Company or the other Members to recover any damages from the expelled Member or to pursue other remedies permitted under applicable law or in equity. In addition to any other remedies, the Company or the other Members may offset any such damages against any amounts otherwise distributable or payable to the expelled Member. Events of Dissolution. Except as otherwise provided in this agreement, the Company will dissolve upon the earliest of: (a) the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of any Member; (b) approval of a dissolution of the Company by unanimous consent of the Members; or (c) at such time as the Company has no members. Effect of Member's Dissociation. Within 120 days following the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of a Member, the other Members (whether one or more) may elect to continue the Company by themselves or with others, and to cause the Company to purchase the interest of the dissociating Member pursuant to the provisions of the sections of this agreement relating to purchase price and payment for member's interest. Making the election is in the sole discretion of the other Members and viii requires the consent of other Members holding a majority of the Ownership Interests held by the other Members. Notice of the election must be given in writing to the dissociating Member or the dissociating Member's successor in interest promptly after the election is made. If the other Members do not so elect, the Company will be dissolved. Purchase Price. If the other Members elect to cause the Company to purchase the interest of a dissociating Member under the section of this agreement relating to effect of member's dissociation, the purchase price of the dissociating Member's interest in the Company will be determined by agreement between the other Members (acting by vote) and the dissociating Member. If an agreement on the purchase price is not reached within 30 days following the election to purchase the interest of the dissociating Member, the interest must be valued by a third party appraiser selected by the other Members who is reasonably acceptable to the dissociating Member, and the purchase price will be the value determined in that appraisal. In appraising the interest to be purchased, the appraiser must determine the fair market value of the interest as of the date of the event of dissociation. In determining the value, the appraiser must consider the greater of the liquidation value of the Company or the value of the Company based upon a sale of the Company as a going concern. The appraiser must also consider appropriate minority interest, lack of marketability, and other discounts. If the appraisal is not completed within 120 days following the election to purchase the interest of the dissociating Member, either the other Members or the dissociating Member may apply to a court of competent jurisdiction for the appointment of another appraiser, in which case the court appointed appraiser must appraise the interest of the dissociating Member in accordance with the standards set forth in this section, and the purchase price will be the value determined in that appraisal. Payment for Member's Interest. 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Pursuant to the terms of the partnership agreement, a buy or sell notice was given by Selling Partner to Purchasing Partner. The Purchasing Partner has exercised its option to purchase the interest of Selling Partner in and to the partnership business. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: SALE OF INTEREST; PURCHASE PRICE Selling Partner shall sell its [%] interest in the partnership business, including its [%] interest in all of the furniture, equipment, and furnishings of the business, stock of merchandise, accounts receivable, moneys, and all of [Selling Partner name's] right, title, and interest in and to any and all of the assets of the partnership, to Purchasing Partner for [amount], to be paid in [number] equal monthly installments, due on the [specify] day of each month, commencing on [date]. ASSUMPTION OF OBLIGATIONS The Purchasing Partner shall and do assume and agrees to pay all of the outstanding debts and obligations of the partnership business and to perform all of the covenants of the leases on the premises, and to perform all of the outstanding contracts and agreements required to be performed by the partnership and agrees to save and hold harmless Selling Partner against any claim or claims that may arise by reason of such debts, obligations, or covenants, or any other claims except those specifically mentioned in this agreement. INDEMNIFICATION","Partnership Dissolution Agreement","2",37,"https://templates.business-in-a-box.com/imgs/1000px/partnership-dissolution-agreement-D901.png","https://templates.business-in-a-box.com/imgs/250px/901.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#901.xml",{"title":6,"description":6},[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"partnership dissolution agreement","/template/partnership-dissolution-agreement-D901",{"description":98,"descriptionCustom":6,"label":99,"pages":85,"size":9,"extension":10,"preview":100,"thumb":101,"svgFrame":102,"seoMetadata":103,"parents":105,"keywords":104,"url":108},"AMENDMENT AGREEMENT This Amendment Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [FIRST PARTY NAME], (\"First Party\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (\"Second Party\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Parties entered into the Original Agreement, which they now wish to amend; AND WHEREAS, the Parties mutually desire to amend the Original Agreement on the terms and conditions set forth in this Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the Parties agree to amend the Original Agreement as follows: AMENDMENTS TO THE ORIGINAL AGREEMENT Modification of Terms: Clause [NUMBER] of the Original Agreement is hereby amended to read as follows: [NEW AMENDED LANGUAGE, PROVIDING A CLEAR AND DETAILED DESCRIPTION OF THE AMENDMENTS, INCLUDING ANY CHANGED RESPONSIBILITIES, TIMELINES, FINANCIAL TERMS, OR OTHER SIGNIFICANT ASPECTS]. Addition of Terms: The following new clause is added to the Original Agreement as Clause [NUMBER]: [DETAILED DESCRIPTION OF THE NEW CLAUSE, INCLUDING ITS SCOPE, APPLICATION, AND HOW IT INTEGRATES WITH THE EXISTING CLAUSES].","Amendment Agreement","https://templates.business-in-a-box.com/imgs/1000px/amendment-agreement-D13872.png","https://templates.business-in-a-box.com/imgs/250px/13872.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13872.xml",{"title":104,"description":6},"amendment agreement",[106,107],{"label":18,"url":93},{"label":18,"url":93},"/template/amendment-agreement-D13872",{"description":110,"descriptionCustom":6,"label":111,"pages":112,"size":9,"extension":10,"preview":113,"thumb":114,"svgFrame":115,"seoMetadata":116,"parents":118,"keywords":117,"url":125},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":117,"description":6},"buy sell agreement",[119,122],{"label":120,"url":121},"Finance & Accounting","finance-accounting",{"label":123,"url":124},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":130,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":135,"keywords":139,"url":140},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":148,"description":6},"non disclosure agreement nda",[150,151],{"label":18,"url":93},{"label":152,"url":153},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":159,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":164,"keywords":167,"url":168},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[165,166],{"label":18,"url":93},{"label":18,"url":93},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":171,"reviewer":184,"quick_facts":188,"at_a_glance":191,"personas":195,"variants":219,"glossary":246,"clauses":280,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":442,"diy_vs_lawyer":457,"jurisdictions":470,"related_template_ids_curated":491,"schema":501,"classification":502},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Dissociation Agreement Template | Free Word Download","Free dissociation agreement template for removing a partner or member from a business entity. Covers buyout terms, liability release, and transition.","dissociation agreement template",[176,177,178,179,180,181,182,183],"partner dissociation agreement","llc member dissociation agreement","business partner separation agreement","partner buyout agreement template","member withdrawal agreement","dissociation agreement free download","partner exit agreement template","business dissolution vs dissociation",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":189,"legal_review_recommended":190,"signature_required":190},"advanced",true,{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Dissociation Agreement is a legally binding contract that formally removes a partner or member from a business entity — such as a partnership or LLC — while allowing the remaining owners to continue operations. This free Word download covers the buyout price, liability release, confidentiality, and transition obligations in a single document you can edit online and export as PDF for execution by all parties.\n","Use it when a co-founder, general partner, or LLC member is exiting the business — whether voluntarily, by mutual agreement, or following a trigger event such as death, incapacity, or breach of the operating agreement. It is also used when buy-sell provisions in an existing operating agreement are activated and the parties need a standalone execution document.\n","Identification of the dissociating member and remaining owners, effective date, valuation method and buyout payment schedule, release of claims and liabilities, return of company property, confidentiality and non-disparagement obligations, non-compete and non-solicitation restrictions, and governing law.\n",[196,200,204,208,212,215],{"title":197,"use_case":198,"icon_asset_id":199},"LLC members exiting a business","Formalizing withdrawal and receiving a buyout for their ownership interest","persona-small-business-owner",{"title":201,"use_case":202,"icon_asset_id":203},"General partners in a partnership","Documenting a partner's departure and reallocating profit-sharing rights","persona-partner",{"title":205,"use_case":206,"icon_asset_id":207},"Startup co-founders","Separating cleanly when a co-founder leaves before product-market fit","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Business attorneys","Drafting a compliant dissociation document for clients exiting multi-member entities","persona-attorney",{"title":213,"use_case":214,"icon_asset_id":199},"Small business owners","Removing a non-performing or departing partner without dissolving the company",{"title":216,"use_case":217,"icon_asset_id":218},"Family business operators","Managing a family member's exit from a jointly owned business entity","persona-family-business",[220,223,226,230,234,238,242],{"situation":221,"recommended_template":7,"slug":222},"A single LLC member voluntarily withdrawing and accepting a buyout","dissociation-agreement-D12651",{"situation":224,"recommended_template":84,"slug":225},"Two or more partners dissolving the entire business and winding up","partnership-dissolution-agreement-D901",{"situation":227,"recommended_template":228,"slug":229},"Transferring an ownership interest to a third party instead of buying it out","Membership Interest Transfer Agreement","llc-membership-interest-purchase-agreement-D5208",{"situation":231,"recommended_template":232,"slug":233},"Expelling a partner for cause under existing operating agreement provisions","Member Expulsion Notice","llc-member-removal-form-D14004",{"situation":235,"recommended_template":236,"slug":237},"Buying out a departing partner over time through structured installments","Partner Buyout Agreement","partnership-buyout-agreement-D12708",{"situation":239,"recommended_template":240,"slug":241},"Restructuring ownership percentages among remaining members after exit","LLC Operating Agreement Amendment","llc-operating-agreement-D5209",{"situation":243,"recommended_template":244,"slug":245},"Formalizing a co-founder's exit from a corporation rather than an LLC","Shareholder Exit Agreement","shareholder-loan-agreement-D13239",[247,250,253,256,259,262,265,268,271,274,277],{"term":248,"definition":249},"Dissociation","The legal process by which a partner or member ceases to be associated with a business entity without triggering full dissolution of the entity.",{"term":251,"definition":252},"Buyout Price","The agreed sum paid to the departing member in exchange for relinquishing all rights and interests in the business entity.",{"term":254,"definition":255},"Valuation Method","The agreed approach — book value, fair market value, discounted cash flow, or a fixed formula — used to determine the buyout price.",{"term":257,"definition":258},"Release of Claims","A clause in which the departing member waives all existing and future legal claims against the business and remaining owners, and vice versa.",{"term":260,"definition":261},"Non-Solicitation Clause","A post-exit restriction preventing the departing member from recruiting the company's employees or soliciting its customers for a defined period.",{"term":263,"definition":264},"Non-Compete Clause","A restriction preventing the departing member from operating or joining a directly competing business within a specified geography and time period.",{"term":266,"definition":267},"Indemnification","A contractual obligation by one party to cover the other's losses arising from specific acts, claims, or liabilities — often used to protect remaining members from pre-exit conduct of the departing member.",{"term":269,"definition":270},"Operating Agreement","The governing document of an LLC that sets out ownership percentages, management rights, voting procedures, and exit provisions — a dissociation agreement often implements or supplements its buy-sell provisions.",{"term":272,"definition":273},"Consideration","Something of value exchanged between the parties that makes a contract legally binding — in a dissociation agreement, typically the buyout payment in exchange for the interest and release.",{"term":275,"definition":276},"Effective Date","The specific calendar date on which the dissociation becomes legally operative, ending the departing member's rights, duties, and authority to bind the entity.",{"term":278,"definition":279},"Winding-Up Obligations","Duties the departing member must complete before the effective date — returning assets, completing hand-offs, signing transfer documents — as conditions to receiving the buyout.",[281,286,291,296,301,306,311,316,321,326],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Recitals and parties","Identifies all parties — the dissociating member, remaining members, and the business entity — and states the background context for the agreement.","This Dissociation Agreement ('Agreement') is entered into as of [DATE] by and between [ENTITY NAME], a [STATE] [ENTITY TYPE] ('Company'), [REMAINING MEMBER NAME(S)] ('Remaining Members'), and [DISSOCIATING MEMBER NAME] ('Dissociating Member').","Naming only the dissociating member and the entity without listing all remaining members by name. If a remaining member later disputes their obligations under the agreement, the omission creates enforceability gaps.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Effective date of dissociation","States the precise date on which the dissociation takes effect — ending the departing member's authority, interest accrual, and liability exposure going forward.","The dissociation of [DISSOCIATING MEMBER NAME] from the Company shall be effective as of [DATE] ('Effective Date'). As of the Effective Date, the Dissociating Member shall have no further right, title, or interest in the Company or its assets.","Using a vague effective date such as 'upon signing' without a specific calendar date. This creates ambiguity about when the member's authority to bind the entity terminated — exposing the company to unauthorized acts.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Buyout price and valuation method","States the agreed purchase price for the departing member's interest, the valuation methodology used to reach it, and how any disputes about valuation will be resolved.","The Remaining Members agree to purchase the Dissociating Member's [X]% interest for a total buyout price of $[AMOUNT], determined by [VALUATION METHOD — e.g., agreed fair market value / book value as of [DATE] / independent appraisal]. In the event of a valuation dispute, the parties shall engage [APPRAISER / ARBITRATOR] within [X] days.","Agreeing on a number without documenting the valuation methodology. If the buyout is later challenged — by the departing member, a creditor, or a court — an undocumented number is nearly impossible to defend.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Payment schedule and terms","Details how and when the buyout price will be paid — lump sum, installments, or a combination — including interest on deferred amounts and consequences of default.","The buyout price shall be paid as follows: $[AMOUNT] on the Effective Date, with the remaining $[AMOUNT] payable in [X] equal monthly installments of $[AMOUNT] each, beginning [DATE], plus interest at [X]% per annum on the unpaid balance. Failure to pay any installment within [X] days of its due date shall constitute a default.","Omitting an interest rate on deferred installments. Without stated interest, remaining members receive an interest-free loan from the departing member, which may also have unintended tax consequences.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Release of claims","Each party releases the other from all known and unknown claims arising out of or related to the membership interest and the departing member's time with the company.","Each party hereby releases and forever discharges the other from any and all claims, demands, actions, and liabilities — known or unknown — arising out of or related to the Dissociating Member's membership interest in the Company through the Effective Date, except for obligations expressly stated in this Agreement.","Drafting a one-sided release that only covers the company's claims against the departing member. Courts in several jurisdictions have struck down one-sided releases as lacking mutual consideration, voiding the entire clause.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Indemnification for pre-exit liabilities","Allocates responsibility for debts, claims, or liabilities that arose before the effective date — typically requiring the departing member to indemnify the company for any liability caused by their pre-exit actions.","The Dissociating Member agrees to indemnify, defend, and hold harmless the Company and the Remaining Members from any claims, losses, or damages arising from the Dissociating Member's acts or omissions prior to the Effective Date. The Company agrees to indemnify the Dissociating Member from liabilities incurred by the Company in the ordinary course of business after the Effective Date.","No post-exit indemnification from the remaining members for liabilities incurred after the effective date. If the departing member's name remains on a business lease or loan, they remain personally exposed without this protection.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Non-compete and non-solicitation","Restricts the departing member from competing with the business or soliciting its customers, employees, or vendors for a defined period and geography after the effective date.","For a period of [X] months following the Effective Date, the Dissociating Member shall not: (a) engage in or own any interest in a Competing Business within [GEOGRAPHIC AREA]; or (b) solicit any customer, client, employee, or vendor of the Company with whom the Dissociating Member had material contact during the [X] years preceding the Effective Date.","Applying the same non-compete scope to a minority member who had limited client contact as to a founding partner with deep customer relationships. Over-broad restrictions on minor members are routinely struck down, and the clause may void entirely in some jurisdictions.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality and non-disparagement","Requires both parties to keep the agreement's terms confidential and prohibits the departing member from making negative public statements about the company, and vice versa.","The parties agree to keep the terms of this Agreement confidential except as required by law or with prior written consent of the other party. Each party agrees not to make any disparaging, defamatory, or misleading statements about the other to third parties, customers, or the public.","Omitting a mutual non-disparagement clause and including only a one-way restriction on the departing member. Remaining members who publicly blame the departing member for business problems may breach their own obligations and expose the company to counterclaims.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Return of company property and authority termination","Requires the departing member to return all company property, resign from any positions, revoke signatory authority, and cooperate with transition tasks before or on the effective date.","On or before the Effective Date, the Dissociating Member shall: (a) return all Company property, including documents, devices, and access credentials; (b) resign from any officer, director, or manager roles; (c) execute all documents necessary to remove their name from bank accounts, credit facilities, and registered filings; and (d) cooperate reasonably in transitioning their responsibilities.","Failing to specify removal from bank accounts and credit facilities. If the departing member remains a signatory on a business bank account and later executes transactions, the company has limited recourse without explicit removal language.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing law and dispute resolution","Identifies the jurisdiction whose law governs the agreement and specifies how disputes will be resolved — arbitration, mediation, or litigation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under or relating to this Agreement shall be resolved by [binding arbitration / mediation followed by binding arbitration] administered by [AAA / JAMS / OTHER] in [CITY, STATE], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing law with no connection to where the entity is formed or the members reside. Several states apply local law regardless of the contract's choice-of-law clause, and a mismatch can render non-compete and release clauses unenforceable.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify all parties and the entity","Enter the full legal name of the business entity, its state or jurisdiction of formation, the dissociating member's legal name, and all remaining members' legal names. Confirm these match your operating agreement and state registration records.","Pull the exact entity name from your state's business registry — a mismatch between the contract name and the registered name creates enforceability questions.",{"step":338,"title":339,"description":340,"tip":341},2,"Set a specific effective date","Choose a specific calendar date for the dissociation to take effect. This date controls when the departing member's authority to act on behalf of the entity ends, when interest stops accruing to them, and when post-exit restrictions begin running.","Set the effective date at least 5–10 business days after signing to allow time to remove the departing member from bank accounts, credit facilities, and regulatory filings.",{"step":343,"title":344,"description":345,"tip":346},3,"Document the valuation method and buyout price","Enter the agreed buyout price and the method used to reach it — book value, independent appraisal, or a negotiated fixed sum. If the parties used a formula from the operating agreement, reference it explicitly.","Attach the supporting valuation calculation as an exhibit. A one-page exhibit showing the math protects both parties if the amount is later disputed.",{"step":348,"title":349,"description":350,"tip":351},4,"Structure the payment schedule","Decide whether the buyout is a lump sum or installments. For installment payments, set the amount, frequency, start date, and annual interest rate on the unpaid balance. Include a default clause specifying what happens if a payment is missed.","Interest on installment payments is typically set at the applicable federal rate (AFR) published by the IRS to avoid imputed-interest tax issues on below-market loans.",{"step":353,"title":354,"description":355,"tip":356},5,"Draft mutual releases with appropriate carve-outs","Include a mutual release covering both known and unknown claims arising through the effective date. Carve out any obligations expressly stated in the agreement — buyout payments, indemnification duties, and post-exit restrictions — so they survive the release.","In California, include a Section 1542 waiver for the release to cover unknown claims. Without it, either party can later assert claims they claim not to have known about at signing.",{"step":358,"title":359,"description":360,"tip":361},6,"Calibrate non-compete and non-solicit scope to the member's role","Set the geographic scope and duration proportionate to the departing member's actual access to customers and competitive information. Typical ranges are 6–18 months for most members, up to 24 months for founding partners with deep client relationships.","Remove the non-compete entirely for members in California, Minnesota, or Oklahoma — courts in these states will void the restriction and may affect the enforceability of surrounding clauses.",{"step":363,"title":364,"description":365,"tip":366},7,"List all transition obligations with deadlines","Specify every item the departing member must complete on or before the effective date: returning devices, resigning from offices, removing bank signatory authority, and executing any filings. Tie the buyout payment or first installment to completion of these obligations.","Make receipt of the first payment contingent on delivery of a signed resignation from all officer, manager, and signatory roles — this is the cleanest leverage point to ensure compliance.",{"step":368,"title":369,"description":370,"tip":371},8,"Execute before the effective date and file amendments","All parties must sign before or on the effective date. File an amended operating agreement and any required state amendments (e.g., articles of organization) to reflect the updated membership structure within 30 days of signing.","Use a timestamped eSign platform so there is no ambiguity about who signed and when — particularly important if a remaining member later disputes the transaction.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"No documented valuation methodology","Agreeing on a buyout price without recording how it was calculated leaves the amount vulnerable to dispute by the departing member, creditors, or a court in a later proceeding.","Attach a one-page valuation exhibit to the agreement showing the calculation method, the inputs used, and the date of the data — signed by all parties at execution.",{"mistake":378,"why_it_matters":379,"fix":380},"Failing to remove the departing member from bank and credit accounts","A former member who retains signatory authority on a business account can execute unauthorized transactions. The company has limited recourse without explicit contractual removal language and corresponding bank action.","List every account and facility by name in the return-of-authority clause and condition the buyout payment on confirmed removal — obtain written bank confirmation before releasing funds.",{"mistake":382,"why_it_matters":383,"fix":384},"One-sided release that only binds the departing member","Courts have voided one-sided releases for lack of mutual consideration, and a voided release exposes the remaining members to claims the departing member would otherwise have waived.","Draft the release as fully mutual — the company and remaining members release the departing member, and the departing member releases them — with reciprocal carve-outs for obligations surviving the agreement.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting post-exit indemnification for the departing member","If the departing member's name remains on a business lease, loan guarantee, or regulatory license after the effective date, they remain personally liable for obligations incurred by the remaining members.","Include an explicit obligation on the remaining members to indemnify the departing member for all post-effective-date liabilities and to use commercially reasonable efforts to remove their name from all guarantees and licenses within a stated timeframe.",{"mistake":390,"why_it_matters":391,"fix":392},"Using the dissociation agreement without amending the operating agreement","The operating agreement still reflects the departing member's ownership percentage, voting rights, and profit-share until it is formally amended — creating a gap between the contractual reality and the governing document.","Execute an amendment to the operating agreement simultaneously with the dissociation agreement, updating membership percentages, and file any required state-level amendments within 30 days.",{"mistake":394,"why_it_matters":395,"fix":396},"Choosing a governing law with no connection to the entity's formation state","State LLC statutes govern the rights of dissociating members by default — a choice-of-law clause selecting a different state may be disregarded by courts, and non-compete and release clauses may be interpreted under local law regardless.","Use the state in which the LLC or partnership is formed as the governing law, and confirm that the non-compete duration and scope comply with that state's specific enforceability standards.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is a dissociation agreement?","A dissociation agreement is a legally binding contract that formally ends a partner's or LLC member's association with a business entity while allowing the entity to continue operating. It documents the buyout price, payment terms, mutual release of claims, transition obligations, and post-exit restrictions such as non-compete and non-solicitation clauses. It differs from a dissolution agreement, which winds up and closes the entire business.\n",{"question":402,"answer":403},"What is the difference between dissociation and dissolution?","Dissociation removes one member or partner from the entity while the business continues under the remaining owners. Dissolution terminates the entire business entity — all operations wind down, assets are liquidated, and the entity is formally closed with the state. A dissociation agreement is the right tool when the remaining owners intend to keep operating; a dissolution agreement is used when all parties are exiting.\n",{"question":405,"answer":406},"When should a dissociation agreement be used?","Use a dissociation agreement whenever a partner or LLC member is departing — whether voluntarily, by mutual agreement, or due to a trigger event such as death, incapacity, retirement, or breach of the operating agreement. It is also used when a buy-sell clause in an existing operating agreement is activated and the parties need a standalone document to execute the transaction cleanly.\n",{"question":408,"answer":409},"Does a dissociation agreement replace the operating agreement?","No. A dissociation agreement implements the exit transaction but does not replace the operating agreement. The operating agreement must be formally amended to reflect the updated membership structure, ownership percentages, and profit-sharing allocations after the dissociation. Both documents should be executed simultaneously, and any required state filings — such as an amended articles of organization — should follow within 30 days.\n",{"question":411,"answer":412},"How is the buyout price determined in a dissociation agreement?","The buyout price is typically determined by the method specified in the operating agreement — commonly book value, fair market value, or an agreed multiple of earnings. If the operating agreement is silent, the parties can negotiate a fixed price, engage an independent appraiser, or use a formula. The chosen method and supporting calculation should be documented in the agreement or as an attached exhibit to prevent later disputes.\n",{"question":414,"answer":415},"Are non-compete clauses in a dissociation agreement enforceable?","Enforceability depends on the jurisdiction and the scope of the restriction. Courts typically uphold non-competes that are reasonable in duration (6–18 months for most members), geographic scope, and breadth of restricted activity. California, Minnesota, and Oklahoma effectively ban post-employment non-competes; similar restrictions apply in those states to member exit agreements. Overly broad clauses are frequently struck down entirely rather than narrowed, so precision in drafting matters.\n",{"question":417,"answer":418},"Does a dissociation agreement need to be notarized?","Notarization is not required for a dissociation agreement to be valid in most US states, Canadian provinces, or UK jurisdictions. However, if the agreement is being used to transfer real property interests or must be recorded with a state agency, notarization may be required by the specific filing. Confirm with legal counsel whether your jurisdiction or entity type imposes any additional execution formalities.\n",{"question":420,"answer":421},"What happens to the departing member's personal guarantees after dissociation?","Dissociation does not automatically release the departing member from personal guarantees on business loans, leases, or credit lines executed before the effective date. Creditors must separately consent to substitute the remaining members as guarantors. The dissociation agreement should require the remaining members to use commercially reasonable efforts to obtain those releases and to indemnify the departing member for any post-exit liability on pre-existing guarantees.\n",{"question":423,"answer":424},"Do I need a lawyer to draft a dissociation agreement?","For straightforward voluntary exits with a clear operating agreement and agreed valuation, a well-drafted template is typically sufficient for execution. Legal review is strongly recommended when the buyout price exceeds $100,000, the departing member disputes the valuation, the entity holds real property, there are pre-existing personal guarantees to unwind, or the exit is involuntary or contested. A 2–4 hour attorney review typically costs $600–$1,500 and is worthwhile for any material transaction.\n",[426,430,434,438],{"industry":427,"icon_asset_id":428,"specifics":429},"Professional Services","industry-professional-services","Partner exits in law firms, accounting practices, and consulting firms require careful client non-solicitation drafting, given the direct fee-based relationships the departing partner holds.",{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","Co-founder exits demand precise IP assignment confirmation and equity recapture provisions, ensuring all software, code, and product IP remains with the entity after the departing member's interest is extinguished.",{"industry":435,"icon_asset_id":436,"specifics":437},"Real Estate","industry-real-estate","Property-holding LLCs require the dissociation agreement to address the departing member's interest in specific assets, any deed of trust obligations, and lender consent requirements before closing the buyout.",{"industry":439,"icon_asset_id":440,"specifics":441},"Healthcare","industry-healthtech","Medical and dental practice partnerships involve state licensing board requirements and patient non-solicitation obligations that must be addressed specifically in the dissociation agreement alongside the standard buyout terms.",[443,446,450,454],{"vs":84,"vs_template_id":444,"summary":445},"partnership-dissolution-agreement-D12653","A dissolution agreement terminates the entire business entity — all operations wind down, assets are liquidated, and the entity is formally deregistered. A dissociation agreement removes only one member while the entity continues operating under the remaining owners. Use dissociation when at least one owner intends to keep the business running; use dissolution when all parties are exiting.",{"vs":447,"vs_template_id":448,"summary":449},"LLC Operating Agreement","amendment-to-operating-agreement-D12656","An operating agreement governs the ongoing rights and duties of all members throughout the life of the entity, including built-in buy-sell provisions. A dissociation agreement is a transaction-specific document that executes the actual exit when a member departs. Both are needed: the operating agreement sets the terms; the dissociation agreement implements them for a specific member at a specific time.",{"vs":451,"vs_template_id":452,"summary":453},"Buy-Sell Agreement","buy-sell-agreement-D12648","A buy-sell agreement is a prospective planning document, typically executed at formation, that pre-establishes the valuation method and trigger events for future ownership transfers. A dissociation agreement is an execution document used when an actual exit is occurring. A well-drafted buy-sell agreement makes the dissociation agreement faster and less contested by eliminating valuation disputes before they arise.",{"vs":128,"vs_template_id":455,"summary":456},"independent-contractor-agreement-D160","An independent contractor agreement governs a service engagement between a business and a non-employee individual; it does not convey or extinguish any ownership interest. A dissociation agreement is specifically designed to end an ownership relationship. If a departing member will continue providing services to the entity after their exit, a separate independent contractor agreement should be executed alongside the dissociation agreement.",{"use_template":458,"template_plus_review":462,"custom_drafted":466},{"best_for":459,"cost":460,"time":461},"Straightforward voluntary exits with an agreed valuation, no disputed claims, and a clear operating agreement","Free","1–2 hours",{"best_for":463,"cost":464,"time":465},"Buyouts over $100,000, personal guarantees to unwind, real property interests, or cross-jurisdictional members","$600–$1,500","3–7 days",{"best_for":467,"cost":468,"time":469},"Contested exits, involuntary dissociation for cause, complex equity structures, or highly regulated industries","$2,000–$8,000+","2–4 weeks",[471,476,481,486],{"code":472,"name":473,"flag_asset_id":474,"note":475},"us","United States","flag-us","Dissociation rights and procedures are governed by state LLC acts and the Uniform Partnership Act as adopted in each state. Most states provide statutory default rights for dissociating members — including the right to receive fair value for their interest — that cannot be entirely waived. Non-compete enforceability varies sharply: California, Minnesota, and Oklahoma effectively prohibit post-exit restrictions. The federal applicable federal rate (AFR) should be used on deferred buyout installments to avoid imputed-interest tax issues.",{"code":477,"name":478,"flag_asset_id":479,"note":480},"ca","Canada","flag-ca","Partnership exits are primarily governed by provincial partnership acts, which vary by province and impose default notice and accounting obligations on departing partners. Quebec partnerships are subject to Civil Code provisions rather than common-law partnership acts. Non-compete clauses are enforceable if reasonable in scope and duration, and courts apply a strict reasonableness test. A notarized deed of release may be required when real property interests are involved in Quebec.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"uk","United Kingdom","flag-uk","The Partnership Act 1890 governs general partnership dissociation in England, Wales, and Scotland, and implies a right to an account of the firm's assets as at the departure date unless the agreement specifies otherwise. LLP dissociation is governed by the LLP Agreement and the Limited Liability Partnerships Act 2000. Post-exit restrictive covenants must be no wider than reasonably necessary to protect legitimate business interests to be enforceable. Stamp Duty Land Tax may apply if real property interests are transferred as part of the buyout.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"eu","European Union","flag-eu","Member state corporate and partnership law governs dissociation across the EU, with significant variation — Germany's GmbH exit rules differ substantially from French SARL provisions and Spanish SL regulations. Post-exit non-competes generally require financial compensation to the departing member to be enforceable in most EU jurisdictions, with compensation typically ranging from 25–100% of annual remuneration depending on the country. GDPR considerations apply if the dissociation agreement involves transfer or deletion of personal data held by the departing member.",[225,492,493,455,494,495,496,497,241,498,499,500],"amendment-agreement-D13872","buy-sell-agreement-D12611","non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","promissory-note-D434","partnership-agreement-D12551","release-of-liability-waiver-D12892","letter-of-intent_acquisition-of-business-D5197","adhesion-to-the-unanimous-shareholder-agreement-D848",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":93,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":513},"partnerships-and-joint-ventures","agreement","general","transition",[508,509,510,511,512],"dissociation","partnership-dissolution","member-removal","buyout","liability-release",0.95,"\u003Ch2>What is a Dissociation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Dissociation Agreement\u003C/strong> is a legally binding contract that formally ends one partner's or LLC member's association with a business entity while the entity continues operating under the remaining owners. It documents the effective date of departure, the agreed buyout price and payment schedule, a mutual release of claims, transition obligations, post-exit confidentiality and non-compete restrictions, and the allocation of pre- and post-exit liabilities between the departing member and those remaining. Unlike a dissolution agreement — which closes the entire business — a dissociation agreement preserves the entity and transfers the departing member's interest cleanly and without dispute.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed dissociation agreement, a departing member may retain legal authority to bind the entity, continue accruing a share of profits, and assert claims against the business long after their operational departure. In most US states, a dissociated member retains a right to the fair value of their interest under the applicable LLC or partnership statute — but without a written agreement specifying the buyout amount and terms, that right becomes a litigation risk rather than a settled fact. Personal guarantees on leases and business loans survive dissociation entirely unless the agreement expressly requires their removal. Non-compete and non-solicitation restrictions cannot be enforced if they were never agreed to in writing. A properly executed dissociation agreement eliminates all four exposure points simultaneously — protecting the business, the remaining owners, and the departing member — for a fraction of the cost of a single dispute.\u003C/p>\n",1779480611689]