[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-partnership-dissolution-agreement-D901":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":176,"customdescription":6,"mdFm":177,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"PARTNERSHIP DISSOLUTION AGREEMENT This Partnership Dissolution Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Selling Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASING PARTNER NAME] (the \"Purchasing Partner\"), an individual with his 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] RECITALS The parties are partners in the firm named [name], of [address], [city], [state], established for the purpose of [specify], under an agreement dated [date]. 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. 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INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":95,"url":96},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing 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] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his 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, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. 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","3",513,"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":108,"description":6},"non disclosure agreement nda",[110,111],{"label":17,"url":93},{"label":112,"url":113},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":116,"descriptionCustom":6,"label":117,"pages":102,"size":103,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":126,"url":127},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":122,"description":6},"letter of intent_acquisition of business",[124,125],{"label":17,"url":93},{"label":17,"url":93},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":129,"descriptionCustom":6,"label":130,"pages":8,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":141,"url":142},"MUTUAL RELEASE This Mutual Release (the \"Release\") is made and effective [DATE], BETWEEN: [YOUR COMPANY 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: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY 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: [COMPLETE ADDRESS] RECITALS NOW THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: TERMS The undersigned hereby finally and irrevocably mutually release each other from all liability to each other, and settle all actions and causes of action against each other, for damages, loss or injury sustained by either of them, however arising, present and future, known and unknown at this time, relating to [DESCRIBE MUTUAL LIABILITY SITUATION]. ","Mutual Release",31,"https://templates.business-in-a-box.com/imgs/1000px/mutual-release-D1043.png","https://templates.business-in-a-box.com/imgs/250px/1043.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1043.xml",{"title":6,"description":6},[137,138],{"label":17,"url":93},{"label":139,"url":140},"Release Agreements","release-agreement","mutual release","/template/mutual-release-D1043",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":156,"url":157},"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. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[153],{"label":154,"url":155},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":103,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":175},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":166,"description":6},"employment agreement_at will employee",[168,171,174],{"label":169,"url":170},"Human Resources","human-resources",{"label":172,"url":173},"Hire an Employee","hire-employee",{"label":17,"url":93},"/template/employment-agreement_at-will-employee-D541",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":225,"glossary":253,"clauses":289,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":513,"classification":514},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Partnership Dissolution Agreement Template | Free Word Download","Free partnership dissolution agreement template to formally end a business partnership.","partnership dissolution agreement template",[20,183,184,185,186,187,188,189],"dissolve a business partnership","partnership termination agreement","business partnership dissolution template","partnership dissolution agreement word","how to dissolve a partnership","partnership wind-up agreement","partnership buyout agreement",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Partnership Dissolution Agreement is a legally binding contract that formally terminates a business partnership, governs the wind-down of operations, and documents how assets, liabilities, and ongoing obligations are divided among partners. This free Word download gives you a structured starting point you can edit online and export as PDF, covering everything from asset distribution and debt allocation to mutual liability releases and post-dissolution restrictions.\n","Use it whenever partners have agreed to end a partnership — whether due to retirement, strategic disagreement, buyout, or business failure — and need a binding record that closes the entity cleanly and protects all parties from future claims. Without a signed agreement, partners remain jointly liable for partnership obligations even after they stop operating together.\n","Identification of the partnership and all partners, the effective dissolution date, inventory and valuation of assets and liabilities, distribution of assets and allocation of debts, settlement of outstanding contracts and client obligations, mutual liability releases, post-dissolution non-compete and confidentiality terms, and governing law.\n",[202,206,210,214,217,221],{"title":203,"use_case":204,"icon_asset_id":205},"General partnership co-founders","Formally ending a two-person business and dividing assets without court involvement","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Limited partnership investors","Documenting the wind-down of a real estate or private equity LP with multiple capital accounts","persona-investor",{"title":211,"use_case":212,"icon_asset_id":213},"Professional practice partners","Dissolving a medical, legal, or accounting practice and transferring client files","persona-professional-services",{"title":215,"use_case":216,"icon_asset_id":205},"Family business owners","Separating a family-run partnership while preserving relationships and allocating inherited assets",{"title":218,"use_case":219,"icon_asset_id":220},"Business attorneys","Preparing a dissolution agreement for clients who have already agreed on exit terms","persona-legal-counsel",{"title":222,"use_case":223,"icon_asset_id":224},"Startup co-founders operating as a partnership","Closing down a pre-incorporation venture and clarifying IP ownership before each party moves on","persona-startup-founder",[226,229,233,237,241,245,249],{"situation":227,"recommended_template":47,"slug":228},"One partner is buying out the other's interest and the business continues","partnership-buyout-agreement-D12708",{"situation":230,"recommended_template":231,"slug":232},"Dissolving a limited liability partnership (LLP)","LLP Dissolution Agreement","dissolution-of-subsidiary-agreement-D5191",{"situation":234,"recommended_template":235,"slug":236},"Winding up a limited partnership with passive investors","Limited Partnership Dissolution Agreement","limited-partnership-agreement-D891",{"situation":238,"recommended_template":239,"slug":240},"Partners cannot agree on terms and need a court-supervised wind-up","Petition for Judicial Dissolution","affidavit-petition-for-dissolution-D5184",{"situation":242,"recommended_template":243,"slug":244},"Partnership assets are being sold to a third party as a going concern","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":246,"recommended_template":247,"slug":248},"Converting a partnership into an LLC before eventual dissolution","Partnership to LLC Conversion Agreement","partnership-agreement-D12551",{"situation":250,"recommended_template":251,"slug":252},"Dissolving a joint venture with a defined project scope","Joint Venture Termination Agreement","joint-venture-agreement-D889",[254,257,260,263,266,269,272,274,277,280,283,286],{"term":255,"definition":256},"Dissolution","The formal legal process of ending a partnership's existence, triggering the wind-up and distribution of its assets and liabilities.",{"term":258,"definition":259},"Wind-Up","The operational phase following dissolution during which partners collect receivables, pay creditors, complete open contracts, and distribute remaining assets.",{"term":261,"definition":262},"Liquidation","The conversion of partnership assets into cash so the proceeds can be distributed among creditors and partners in the agreed order of priority.",{"term":264,"definition":265},"Capital Account","Each partner's running balance of contributions, withdrawals, and allocated profits or losses — the primary basis for calculating their share of dissolution proceeds.",{"term":267,"definition":268},"General Partner","A partner with unlimited personal liability for partnership debts and the authority to bind the partnership in contracts and transactions.",{"term":270,"definition":271},"Limited Partner","A partner whose liability is capped at the amount they invested, who typically has no management authority and does not participate in day-to-day operations.",{"term":130,"definition":273},"A clause in which all parties waive existing and future claims against each other arising from the partnership, bringing the legal relationship to a clean close.",{"term":275,"definition":276},"Successor Liability","The legal principle under which a party that acquires a business can be held responsible for the predecessor's debts and obligations.",{"term":278,"definition":279},"Joint and Several Liability","A rule, common in general partnerships, under which each partner can be held personally liable for the full amount of a partnership debt regardless of their ownership percentage.",{"term":281,"definition":282},"Indemnification","A contractual obligation by which one partner agrees to cover losses, costs, or damages another partner incurs as a result of a specific event or claim.",{"term":284,"definition":285},"Non-Compete Clause","A post-dissolution restriction preventing a departing partner from operating a competing business within a defined time period and geographic area.",{"term":287,"definition":288},"Governing Law","The jurisdiction whose laws apply to the interpretation and enforcement of the agreement — typically the state or country where the partnership was registered or primarily operated.",[290,295,300,305,310,315,320,325,330],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties, recitals, and effective date","Identifies the legal name of the partnership, all partners by their full legal names, the partnership's registered jurisdiction, and the specific date on which dissolution takes effect.","This Partnership Dissolution Agreement ('Agreement') is entered into as of [DATE] ('Effective Date') by and among [PARTNER 1 FULL NAME], [PARTNER 2 FULL NAME], and [PARTNER 3 FULL NAME] (collectively, 'Partners'), being all partners of [PARTNERSHIP LEGAL NAME], a [STATE/PROVINCE] general partnership (the 'Partnership').","Using trade names or assumed business names instead of the registered legal entity name. If the named party does not match the partnership registration, the agreement may not legally bind the entity.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Cessation of business operations","States the date on which the partnership stops conducting new business, accepting new clients, and incurring new obligations — distinct from the legal dissolution date.","The Partners agree that the Partnership shall cease conducting new business as of [OPERATIONS CEASE DATE]. After this date, no Partner shall enter into any contract, incur any liability, or make any commitment on behalf of the Partnership without the written consent of all Partners.","Conflating the operations cease date with the legal dissolution date. Partners can continue to incur personal liability for partnership acts between these two dates if the distinction is not explicitly managed.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Asset inventory and valuation","Enumerates all partnership assets — cash, accounts receivable, equipment, real estate, IP, and goodwill — and the agreed method and date for valuing each.","Schedule A, attached hereto and incorporated by reference, sets out a complete inventory of Partnership assets as of [VALUATION DATE]. Assets shall be valued at [FAIR MARKET VALUE / BOOK VALUE / AS AGREED BY THE PARTNERS], determined by [AGREED METHOD OR INDEPENDENT APPRAISER].","Failing to capture intangible assets like domain names, customer lists, brand trademarks, or software licenses. Unaddressed intangibles frequently become post-dissolution disputes.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Distribution of assets and settlement of capital accounts","Sets out the formula and sequence for distributing net assets to partners after creditors are paid, typically based on each partner's capital account balance and ownership percentage.","After payment of all Partnership liabilities, the remaining assets shall be distributed to the Partners in proportion to their respective capital account balances as of the Effective Date: [PARTNER 1 NAME] ([X]%), [PARTNER 2 NAME] ([Y]%), [PARTNER 3 NAME] ([Z]%).","Distributing assets before all debts are paid. Premature distributions can leave partners personally liable to creditors who were not paid in full, particularly in a general partnership.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Allocation and assumption of debts and liabilities","Specifies which partner is responsible for each known liability — loans, leases, vendor payables, and pending claims — and requires each assuming partner to indemnify the others.","The Partners agree to assume and pay the liabilities set out in Schedule B. [PARTNER 1 NAME] shall assume and be solely responsible for [LIABILITY DESCRIPTION], and shall indemnify and hold harmless the remaining Partners from any loss, cost, or claim arising from that liability.","Listing liabilities without corresponding indemnification language. If a creditor pursues a non-assuming partner, that partner has no contractual recourse unless the indemnity clause is explicit.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Resolution of open contracts and third-party obligations","Addresses how existing customer contracts, supplier agreements, leases, and licenses are either assigned, novated, completed, or terminated, and which partner is responsible for each.","The Partners shall use reasonable efforts to complete, assign, or terminate all open contracts listed in Schedule C by [DATE]. Contracts that cannot be novated or assigned shall be completed by [DESIGNATED PARTNER], who shall be entitled to all revenue and responsible for all costs arising after the Effective Date.","Ignoring automatic renewal clauses in vendor or software contracts. An unnoticed auto-renewal after dissolution can bind the partnership — and its partners — to new obligations they did not intend to assume.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Mutual release of claims","Each partner releases all others from claims arising out of the partnership, its operations, and their relationship as partners — with defined carve-outs for fraud, willful misconduct, and obligations created by the agreement itself.","Each Partner, for themselves and their successors, hereby releases and forever discharges the other Partners from any and all claims, demands, and causes of action arising out of or related to the Partnership or this Agreement, except for: (a) fraud or willful misconduct; (b) obligations expressly created by this Agreement.","Releasing all claims without carving out fraud or intentional misconduct. A blanket release can inadvertently shield a partner who misappropriated partnership funds from any liability.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Post-dissolution confidentiality and non-compete","Restricts partners from disclosing partnership trade secrets and, where enforceable, from competing directly with the other partners' continued operations for a defined period and geography.","For a period of [X] months following the Effective Date, each Partner shall not (a) disclose any Confidential Information of the Partnership to any third party, or (b) engage in any business that directly competes with [DESCRIPTION OF PROTECTED BUSINESS] within [GEOGRAPHIC AREA].","Applying the same non-compete scope to all partners regardless of their actual role. A silent investor and an active managing partner have fundamentally different access to competitive information; courts will assess proportionality.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law, dispute resolution, and severability","Names the jurisdiction whose law governs the agreement, the mechanism for resolving disagreements (mediation, arbitration, or litigation), and confirms that an invalid clause does not void the rest of the document.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws provisions. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY] under the rules of [AAA / JAMS / applicable body]. If any provision is held unenforceable, the remainder continues in full force.","Selecting a governing law jurisdiction that has no connection to where the partners live or the partnership operated. Several jurisdictions apply local mandatory law regardless of what the contract states.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify all parties and confirm the partnership's legal name","Enter the full legal names of every partner and the partnership's registered name exactly as it appears in your state, provincial, or national registration. Include the jurisdiction of formation and any registered business number.","Pull the exact legal name from your original partnership registration certificate — trade names and DBAs will not suffice for legal enforceability.",{"step":342,"title":343,"description":344,"tip":345},2,"Set the effective dissolution date and operations cease date","Choose two distinct dates: the date on which new business activity stops, and the official legal dissolution date. The gap between them gives you time to complete outstanding work, notify creditors, and distribute assets.","Check your original partnership agreement — many specify a required notice period or partner vote before dissolution can take effect.",{"step":347,"title":348,"description":349,"tip":350},3,"Complete Schedule A — asset inventory and valuation","List every asset the partnership owns: cash accounts, accounts receivable, equipment, vehicles, real estate, intellectual property, domain names, and customer lists. Agree on a valuation method — fair market value, book value, or independent appraisal — and apply it consistently.","For assets above $10,000 in value, engage an independent appraiser. Self-assessed values are a common source of post-dissolution disputes.",{"step":352,"title":353,"description":354,"tip":355},4,"Complete Schedule B — liabilities and debt allocation","List every known liability: bank loans, lines of credit, vendor payables, lease obligations, tax liabilities, and pending litigation. Assign each to the partner who will assume it and include a corresponding indemnification obligation.","Request a payoff statement from every lender before executing the agreement so the balance figures are accurate as of the effective date.",{"step":357,"title":358,"description":359,"tip":360},5,"Complete Schedule C — open contracts and third-party obligations","List every active customer contract, vendor agreement, software subscription, commercial lease, and license. For each, decide whether it will be completed, assigned, novated to one partner, or terminated — and record who bears the cost.","Check each contract for assignment restrictions and consent requirements. Many commercial leases and software agreements prohibit transfer without landlord or vendor approval.",{"step":362,"title":363,"description":364,"tip":365},6,"Draft the asset distribution waterfall","Using the capital account balances and agreed ownership percentages, calculate each partner's net distribution after all liabilities are paid. Confirm the math balances to zero — total assets minus total liabilities equals total distributions.","Have your accountant reconcile capital accounts before you fill in the distribution percentages. Unreconciled accounts are the most common source of last-minute renegotiation.",{"step":367,"title":368,"description":369,"tip":370},7,"Review and tailor the mutual release and post-dissolution clauses","Confirm that fraud and willful misconduct are carved out of the mutual release. Calibrate the non-compete duration and geography to each partner's actual role — a passive investor typically needs no non-compete, while a managing partner with direct customer relationships may need a 12-month restriction.","If any partner is based in California, Minnesota, or a comparable jurisdiction that restricts non-competes, remove or significantly narrow that clause for that individual before signing.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before all parties take action on dissolution","All partners must sign the agreement before any assets are distributed, any contracts are terminated, and any public notices are filed. Post-distribution signatures create fresh consideration problems and can leave individual actions legally unsupported.","File the required dissolution notice with your state or provincial registry within the timeframe specified by local partnership law — typically 30–90 days after the effective date.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Distributing assets before paying all creditors","In a general partnership, all partners remain jointly and severally liable for partnership debts. Paying partners before settling creditor claims exposes every partner to personal liability for the unpaid balance.","Follow the liquidation waterfall in strict order: pay all known creditors and set aside reserves for contingent claims before making any distribution to partners.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting intangible assets from Schedule A","Domain names, trademarks, customer databases, proprietary software, and social media accounts have real value. Leaving them off the asset schedule means ownership defaults to whichever partner happens to hold the login or registration — and creates disputes that are expensive to resolve.","Conduct a dedicated audit of digital and IP assets — including email accounts, software licenses, and any registered IP — and assign each explicitly in the agreement.",{"mistake":386,"why_it_matters":387,"fix":388},"No indemnification language accompanying debt assignments","If one partner assumes a loan and defaults, the lender can pursue any other general partner for the full balance. Without an indemnity clause, the non-assuming partner has no contractual right to recover from the one who agreed to pay.","For every liability allocated to a specific partner, add an explicit indemnification clause requiring that partner to cover any losses, legal fees, and damages the other partners incur as a result.",{"mistake":390,"why_it_matters":391,"fix":392},"Using a blanket mutual release with no carve-outs","A release with no exceptions for fraud or willful misconduct can shield a partner who embezzled funds or breached fiduciary duties from any civil claim by the other partners.","Include specific carve-outs for fraud, intentional misconduct, breach of fiduciary duty, and obligations created by the dissolution agreement itself.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to notify third parties of the dissolution","A partnership that dissolves without notifying creditors, customers, and counterparties leaves all partners exposed to claims from third parties who continue to rely on the partnership's existence. In most jurisdictions, partners remain liable for obligations incurred by apparent authority after dissolution.","Send written dissolution notices to all known creditors and major counterparties, and file a public dissolution notice (where required by local law) to cut off apparent authority as of the effective date.",{"mistake":398,"why_it_matters":399,"fix":400},"Signing after assets have already been divided informally","If partners have already split equipment, transferred bank balances, or taken over client accounts before signing, the agreement no longer accurately reflects the actual disposition of assets — creating legal gaps and potential tax mischaracterization.","Execute the agreement first, then carry out distributions and transfers in strict accordance with its terms. Document every transfer with a dated receipt or asset transfer record.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a partnership dissolution agreement?","A partnership dissolution agreement is a legally binding contract signed by all partners to formally end a business partnership. It governs the wind-down of operations, documents how assets and liabilities are divided, addresses open contracts and third-party obligations, and provides mutual releases so each partner can move forward without lingering legal exposure from the partnership's history.\n",{"question":406,"answer":407},"Is a partnership dissolution agreement legally required?","No statute in most jurisdictions mandates a written dissolution agreement, but operating without one is extremely risky. Without a signed agreement, asset and debt allocation defaults to the terms of the original partnership agreement — or, in its absence, to statutory default rules that may not reflect what the partners actually intended. A written agreement is the only way to create enforceable mutual releases and documented indemnities.\n",{"question":409,"answer":410},"What is the difference between dissolving a partnership and terminating it?","Dissolution is the event that triggers the end of the partnership's authority to conduct new business — it is the formal decision to stop. Termination is the completion of the wind-up process, when all assets have been distributed, all liabilities settled, and the entity has been deregistered. Dissolution begins the process; termination ends it. A partnership continues to exist legally through the wind-up period even after dissolution is declared.\n",{"question":412,"answer":413},"Do all partners need to sign a partnership dissolution agreement?","Yes. In a general partnership, all general partners must consent to and sign the dissolution agreement for it to be binding on all parties. A dissolution signed by fewer than all partners may still take effect as between the signatories but leaves unsigned partners with potential claims — and the partnership may remain legally open in some jurisdictions. For limited partnerships, the agreement of the general partner is typically required, and limited partners should be notified per the LP agreement.\n",{"question":415,"answer":416},"How are partnership debts handled when a partnership dissolves?","Partnership debts must be satisfied before any assets are distributed to partners. In a general partnership, each partner is personally and jointly liable for all partnership debts regardless of their ownership percentage — meaning creditors can pursue any partner individually for the full amount. The dissolution agreement allocates responsibility internally, but that internal allocation does not bind creditors. Indemnification clauses protect non-assuming partners contractually but do not eliminate their legal exposure to third parties.\n",{"question":418,"answer":419},"Can one partner dissolve a partnership without the others' consent?","In most jurisdictions, any general partner can legally dissolve an at-will partnership by giving notice, even without the others' agreement. However, dissolving without consent can constitute a wrongful dissolution if it violates the partnership agreement, entitling injured partners to damages. A unilateral dissolution still triggers wind-up obligations — all partners remain liable for wind-up costs and debts even if they opposed the dissolution.\n",{"question":421,"answer":422},"What happens to ongoing contracts when a partnership dissolves?","Existing contracts do not automatically terminate when a partnership dissolves. Unless a contract has a termination clause triggered by dissolution, the obligation survives and must be performed, assigned, or novated. Partners remain personally liable for contractual performance during the wind-up period. The dissolution agreement should address every open contract explicitly — designating the partner responsible for each and whether it will be completed, assigned to one partner's successor business, or formally terminated with the counterparty's consent.\n",{"question":424,"answer":425},"Do I need a lawyer to prepare a partnership dissolution agreement?","For a straightforward two-partner dissolution with clearly agreed terms and minimal assets and liabilities, a well-structured template is a sound starting point. Consider engaging a lawyer when the partnership has significant assets (real estate, IP, or goodwill), when partners disagree on valuations or debt allocation, when there are passive investors or limited partners, or when the partnership operates across multiple jurisdictions. A one-to-two hour attorney review typically costs $400–$800 and is worth it for any dissolution involving assets above $50,000.\n",{"question":427,"answer":428},"What taxes are triggered when a partnership dissolves?","Partnership dissolution typically triggers a final partnership tax return and may result in each partner recognizing gain or loss on the distribution of assets beyond their adjusted tax basis in their partnership interest. In the US, liquidating distributions are generally governed by IRC §§ 731–736. In Canada, deemed dispositions at fair market value apply on wind-up. Engage a tax advisor before finalizing the asset distribution schedule — the order and structure of distributions can have a significant impact on each partner's individual tax liability.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Professional Services","industry-professional-services","Client file and matter transfer, professional liability tail coverage for pre-dissolution work, and non-solicitation of clients and staff are the dominant concerns in medical, legal, and accounting practice dissolutions.",{"industry":435,"icon_asset_id":436,"specifics":437},"Real Estate","industry-real-estate","Property valuation and title transfer require separate deed documentation; mortgage assumption or refinancing must be coordinated with lenders before the agreement is signed; carried interest and depreciation recapture have significant tax implications.",{"industry":439,"icon_asset_id":440,"specifics":441},"Retail and E-commerce","industry-retail","Inventory valuation at cost vs. market, assignment of supplier relationships and exclusive distribution agreements, and transfer or closure of online storefronts and payment processing accounts all require explicit treatment.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology and SaaS","industry-saas","Source code ownership, software licenses, customer data under privacy law, and domain and hosting continuity are unique dissolution considerations; pre-incorporation IP assignments from founding partners must be reconciled.",{"industry":447,"icon_asset_id":448,"specifics":449},"Construction and Trades","industry-construction","Contractor licenses may not be transferable, requiring the partnership to complete or formally hand off bonded projects; equipment appraisal and subcontractor payment obligations are high-value wind-up items.",{"industry":451,"icon_asset_id":452,"specifics":453},"Food and Beverage","industry-food-beverage","Liquor and health permits are non-transferable in most jurisdictions and must be surrendered or reapplied for; lease assignments to a continuing partner require landlord consent and are often the most time-sensitive step.",[455,458,461,464],{"vs":35,"vs_template_id":456,"summary":457},"partnership-agreement-D157","A partnership agreement creates the partnership and governs how it operates — it sets out ownership percentages, profit-sharing, decision-making authority, and the conditions under which it can be dissolved. A dissolution agreement ends the partnership by documenting how the terms of the original agreement are executed at wind-up. You need the partnership agreement to understand your rights before you can properly draft the dissolution agreement.",{"vs":47,"vs_template_id":459,"summary":460},"","A buyout agreement is used when one partner purchases another's interest and the business continues under the remaining partner or partners. A dissolution agreement is used when all partners agree the business will end entirely — no ongoing entity, no surviving operations. If a buyout is possible, it often produces better outcomes than dissolution because goodwill and going-concern value are preserved.",{"vs":243,"vs_template_id":462,"summary":463},"asset-purchase-agreement-D13612","An asset purchase agreement governs the sale of a business's assets to a third-party buyer. A dissolution agreement governs the allocation of those same assets among the existing partners themselves. If the partnership's assets are being sold to an outside buyer as part of the wind-up, both documents are typically needed — the APA to close the sale and the dissolution agreement to govern how the proceeds are distributed.",{"vs":465,"vs_template_id":459,"summary":466},"LLC Operating Agreement Amendment (Dissolution)","An LLC uses its operating agreement — typically amended or supplemented with a dissolution resolution — to govern wind-up, not a partnership dissolution agreement. If your business is registered as an LLC, the dissolution procedures in your operating agreement and applicable state LLC statute apply. Using a partnership dissolution agreement for an LLC is legally incorrect and creates enforceability risk.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Two-partner dissolutions with clear agreement on asset values, minimal debt, and no ongoing disputes","Free","1–3 hours to complete; 1–2 weeks to execute wind-up steps",{"best_for":473,"cost":474,"time":475},"Dissolutions involving real estate, significant IP, passive investors, or total assets above $50,000","$400–$800 for a 1–2 hour attorney review","3–7 days",{"best_for":477,"cost":478,"time":479},"Multi-partner dissolutions with disputes, cross-border operations, regulated industries, or complex tax considerations","$2,000–$8,000+","2–6 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Partnership dissolution is primarily governed by state law under the Uniform Partnership Act (UPA) or Revised Uniform Partnership Act (RUPA), as adopted by each state. Most states require filing a Statement of Dissolution with the Secretary of State to cut off apparent authority. Partners in a general partnership remain jointly and severally liable for pre-dissolution debts. Non-compete enforceability varies significantly — California bans most post-dissolution non-competes, while other states apply a reasonableness standard.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Partnership law is provincially governed in Canada — the Partnership Act or equivalent statute in each province sets out dissolution rights and wind-up procedures. General partners retain unlimited personal liability for partnership debts through the wind-up. Ontario and most common-law provinces require partners to act in good faith during dissolution. Quebec partnerships operating under civil law have distinct dissolution procedures under the Civil Code of Québec. Non-compete clauses must be reasonable in duration, geography, and scope to be enforceable.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","UK general partnerships are governed by the Partnership Act 1890, which sets default dissolution rules that apply in the absence of a written agreement. The Limited Partnerships Act 1907 and Limited Liability Partnerships Act 2000 govern those entities separately. Partners must notify Companies House or the Registrar of Companies as applicable. Scottish partnerships are distinct legal entities and require specific treatment on dissolution. Post-dissolution non-competes are enforceable only if reasonable and must be supported by legitimate business interests.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU partnership law is set at the member-state level with no unified EU-wide framework. French sociétés en nom collectif, German GbR and OHG, and Spanish sociedades colectivas each have distinct statutory dissolution procedures and creditor-protection requirements. Dissolution typically requires a notarial act or registration filing in civil-law countries. GDPR governs the handling and transfer of personal data held by the partnership — including customer databases — during wind-up, and each partner's responsibilities must be addressed in the dissolution agreement.",[248,502,503,504,505,506,507,508,509,510,511,512],"asset-purchase-agreement-D928","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","mutual-release-D1043","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","bill-of-sale-D1229","promissory-note-D434","business-report-D12762","shareholders-agreement-D1016","certificate-of-corporate-resolution-D3",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":93,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"partnerships-and-joint-ventures","agreement","general","exit",[520,521,522,523,524],"termination","legal","partnership-dissolution","wind-down","asset-distribution",0.95,"\u003Ch2>What is a Partnership Dissolution Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Partnership Dissolution Agreement\u003C/strong> is a legally binding contract signed by all partners to formally end a business partnership, wind down its operations, and document how its assets, liabilities, and ongoing obligations are divided among the departing partners. Unlike an informal handshake arrangement or a simple letter of intent to close, a properly executed dissolution agreement creates enforceable indemnifications, mutual releases, and post-dissolution restrictions that protect every partner from future claims arising out of the partnership's history. It functions as the legal mirror image of the original partnership agreement — where one document created the relationship and defined each partner's rights, the dissolution agreement closes it and converts those rights into a final, documented settlement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Dissolving a partnership without a signed agreement leaves every partner exposed on multiple fronts simultaneously. In a general partnership, joint and several liability means any creditor can pursue any partner for the full amount of a partnership debt, regardless of agreed ownership percentages — and that exposure continues until liabilities are formally settled and notices are filed. Without documented debt assignments and indemnifications, a partner who assumed a loan and defaults leaves their former partners holding the bill with no contractual recourse. Customer contracts, vendor agreements, and commercial leases do not terminate automatically when partners stop working together; the obligations survive, and so does each partner's personal liability for them. On the asset side, intangible assets — domain names, trademarks, client lists, and proprietary software — default to whoever happens to control them, creating disputes that cost far more to litigate than to address in the agreement. A signed dissolution agreement, executed before any assets are distributed or any accounts are closed, closes all of these gaps and gives every partner a clean legal exit.\u003C/p>\n",1779480716492]