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Use the Partnership Dissolution Agreement when dissolving a business partnership. This agreement is used to outline the terms of the dissolution including ownership issues, survivability of created products, confidentiality, final compensation, termination obligations, etc.
Document Length: 5 Pages
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Partnership Dissolution Agreement
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Writing the Partnership Dissolution Agreement document

PARTNERSHIP DISSOLUTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Partner Agreements In consideration of the mutual covenants set forth in this Agreement Partner and Company hereby agree to cancel any and all partnership revenue sharing work projects or labor as follows. 1. Dissolution of Partnership. Company and Partner shall cease any and all services described below the Services or Work Product as well as any additional services that Partner has requested. Services include but are not limited to. a Enter Service or Work Product Description here b Enter Service or Work Product Description here

c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Company shall transfer and make available to Partner all property and materials in Companys possession or subject to Companys control that are the rightful property of Partner. The Company shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Partner of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Partner. 2 Survivability of Products and Compensation. Upon termination of this Agreement each party shall continue to have the following rights to distribute any existing product service through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile copy reverse engineer or otherwise continue development on the Co produced Product s. Insert additional language concerning the sale of existing products or service born out of the partnership.

3. Ownership Rights. 3 Companys Rights. The Company shall have ownership of all Companys Materials. Companys Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Company or licensed to Company.

c Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert description of additional materials here. Company shall hold all right title and interest in and to Companys Materials. Partner shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the Companys Materials as described in this section Notwithstanding the above Company hereby grants Partner an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Materials for the purpose of Insert purpose of the use of Companys Materials here.

3 Partners Rights. The Partner shall have ownership to all Partners Materials. Partners Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Partner or licensed to Partner. c Materials that are incorporated into the Work Product or part of the Services.

Additional materials shall include but are not limited to. Insert description of additional materials here. Partner shall hold all right title and interest in and to Partners Materials. Company shall not do anything that may infringe upon or in any way undermine Partners right title and interest in the Partners Material as described in this section Notwithstanding the above Partner hereby grants Company an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Partners Materials for the purpose of Insert purpose of the use of Partners Materials here. 4. Outstanding Final Compensation and Hold Harmless Agreements.

For all of Companys services rendered to Partner or vice versa under any Previous Agreement the party owing monies shall compensate the owed party in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below each party hereby releases and forever discharges and holds one another its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Partner and Company concerning either partys right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below both parties agree that these terms represent full and final settlement of any and all claims either party may have arising out of any previous contracts or arrangements monies owed or any other obligations required to be met by either party. 5. Mutual Confidentiality. Partner and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Partner. Materials provided between Company and Partner the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment. If Partner has made available to Company for Companys use in performing the services for Partner such items of hardware and software as Partner and Company may agree are reasonably necessary for such purpose Company is obligated to return all Partners property currently in its possession at time and place of Partners choice. The following equipment has been made available to Company and is hereby required to be returned to Partner.

a Insert Equipment description here b Insert Equipment description here c Insert Equipment description here 7. Expenses. Neither party will be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect unless otherwise written in Exhibit B. 8. General Provisions. 8 Entire Agreement.

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Partner and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Partners prior written consent.

8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Partner which consent can be withheld for any reason. Partner may freely assign its rights and obligations under this Agreement. 8 Attorneys Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Both parties represent and warrant that on the date first written below that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Company Initials Partner Initials

How do you write a Exhibit A (Payment Terms) document? (alternate or related contract document)

Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS

1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.

A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount

B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.

5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number

Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address

City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.

Restrictions. Insert any restrictions here.

How to write my Breach of Contract Notification Form document (alternate or related contract document)

GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address

city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action.

Thank you in advance for your immediate attention to this matter. Sincerely first name last name job title

How to write my Exhibit B (Specifications) document (alternate or related contract document)

EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal

How to write my Service Termination and Settlement (No Migration) document (example of another included contract document)

SERVICE TERMINATION AND QUITCLAIM AGREEMENT This Service Termination and Settlement Agreement hereafter referred to as the Agreement is made this current date by and between company name hereafter referred to as Customer and company name hereafter referred to as Company The undersigned to this agreement shall be referred to jointly as the Parties. WHEREAS Customer and Company have had an ongoing relationship where Company provided services to Customer; and WHEREAS Company holds intellectual property it rightly owns and has outstanding balances with Customer and WHEREAS the Parties wish to compromise and settle fully and finally all claims controversies or causes of action that they may have arising out of their relationship or any work performed by Company or arising from the cessation of Company providing services hereafter referred to as the Settlement

NOW THEREFORE in reliance on the representations contained herein and in consideration of the mutual promises covenants and obligations contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the Parties agree as follows. 1. Settlement. a Company grants worldwide unrestricted license to use modify disassemble or sell the web site development project services etc. it developed for Customer including any of Companys custom programming source code or other files Company has an interest in that currently reside on web site server location etc. excepting those files that may be subject to another partys license or intellectual property rights. b Company shall waive the Insert outstanding balance outstanding balance owed to Company and provide copies of or access to files currently in Companys possession. There will be no payment required for these files. Files shall be provided as is. c Customer shall pay Company Insert what is owed payable by ACH Check Credit Card which represents the outstanding balance for services or licenses and represents final settlement of all balances owned between company name and company name.

2. Release. Each party hereto agrees that this agreement is result of compromise and shall not be construed as an admission by it of. liability to any person or entity or breach of any agreement or violation of any law or regulation. Company hereby releases Customer from any and all claims demands tort damages or liability of any nature whatsoever prior to the date of this Agreement known or unknown which it may have. Consistent with the terms of this paragraph Company further agrees to refrain from bringing prosecuting or arbitrating any claim or lawsuit demand or cause of action either at law or in equity against Customer as the result of any act error or omission by Customer occurring up to and including the date of execution of this Agreement. Customer acting for itself and on behalf of its agents owners shareholders attorneys attorneys in fact assigns successors and heirs hereby unconditionally and irrevocably releases acquits forever discharges and covenants not to sue or be party to lawsuit against Company its owners predecessors successors subsidiaries affiliates assigns agents and any of their present or former directors officers employees or shareholders from any and all claims demands torts damages or liability of any nature whatsoever prior to the date of this Agreement known or unknown which Customer has or may have including but not limited to claims arising for breach of contract claims for equity awards claims for damages or any other federal state local or foreign laws statutes ordinances or regulations as well as rights under any common law causes of action. Consistent with the terms of this paragraph Customer further agrees to refrain from bringing prosecuting or arbitrating any claim or lawsuit demand or cause of action either at law or in equity against Company as the result of any act error or omission by Company occurring from the beginning of time up to and including the date of execution of this Agreement. 3. Non disparagement and Cooperation. Company agrees that it will not make any disparaging remarks statements or criticism including written or oral concerning or taking actions which are adverse to the interests of Customer its owners predecessors successors parents assigns or their current and former representatives agents officers employees directors board members and employees; nor will Company take any action that would cause Customer humiliation or embarrassment or otherwise cause or contribute to Customer being held in disrepute by the public or Customers clients customers users employees shareholders agents or vendors.

Customer agrees that it will not make any disparaging remarks statements or criticism including written or oral or take actions which are adverse to the interests of Company its owners predecessors successors parents assigns or their current and former representatives agents officers employees directors board members and employees; nor will Customer take any action that would cause Company humiliation or embarrassment or otherwise cause or contribute to Company being held in disrepute by the public or Companys clients customers users employees shareholders agents or vendors. For the first days following the date of this Agreement Company agrees to respond to reasonable inquiries and information requests by phone or email Insert Limitations Here when requested by Customer or Customers agent about matters or subjects Company was responsible for or worked on prior to the agreement. Nothing in this Agreement shall require Company to migrate move setup re program modify or assist Customer in the direct facilitation of moving Customers files off Company servers. Company shall not be entitled to further compensation for any services Company performs pursuant to this cooperation clause; however to the extent that Customer requests Companys cooperation Customer shall reimburse Company for reasonable expenses subject to Customers pre approval of those expenses. 4. General Provisions. 4 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court.

4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of his obligations under this Agreement without Customers prior written consent. 4 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 4 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 4 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signature below.

EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

Customer Initials Company Initials

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