PARTNERSHIP DISSOLUTION DEED

This Partnership Dissolution Deed (hereinafter referred to as the “Deed” or”Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF PARTNER 1] residing at [INSERT ADDRESS OF PARTNER 1] (hereinafter referred to as the “Partner 1” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF PARTNER 2] residing at [INSERT ADDRESS OF PARTNER 2] (hereinafter referred to as the “Partner 2” shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Partner 1” and the “Partner 2” together shall be referred to as “Parties" or “Partner” and individually as a “Party”.

WHEREAS

1. The parties hereto entered into a Partnership Agreement dated [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE], hereinafter referred to as the 'Partnership Agreement,' for the purpose of [INSERT PURPOSE OF THE PARTNERSHIP], and have been carrying on the said partnership business since that date.
2. The parties have mutually decided and agreed that it is in their best interests to dissolve and terminate the said partnership in accordance with the terms and conditions set forth herein;
3. The parties desire to settle all matters related to the dissolution of the partnership, including the allocation of assets, liabilities, and the winding up of the partnership affairs;
4. The Partner 1 and Partner 2 mutually agree to the terms and conditions outlined in this deed, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this Deed.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Assets” shall mean all the tangible and intangible properties, rights, interests, and investments owned or controlled by partnership.
   2.  “Liabilities” shall refer to all debts, obligations, and financial commitments of the partnership.
   3. “Winding Up” shall denote the process of settling the affairs of the partnership, including the liquidation of assets, payment of liabilities, and distribution of remaining proceeds."
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this Deed, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this Deed thereof.
2. DISSOLUTION OF ASSETS
   1. Upon dissolution, the Partners shall jointly and equitably determine the allocation of partnership assets. The Partners shall prepare an inventory of all partnership assets, including but not limited to, real property, equipment, inventory, accounts receivable, and intellectual property.
   2. If it is determined that certain assets are to be sold or liquidated, the Partners shall collaborate to obtain the highest possible value for such assets. The proceeds from the sale shall be applied towards the settlement of partnership liabilities.
   3. After settling all outstanding liabilities and obligations of the partnership, the remaining assets shall be distributed among the Partners in proportion to their respective ownership interests as stated in the Partnership Agreement.
   4. In the event of a dispute arising regarding the ownership or value of any asset, the Partners shall engage in good faith negotiations to resolve the matter. If an amicable resolution cannot be reached, the matter shall be referred to arbitration in accordance with the dispute resolution provisions outlined in the Partnership Agreement.
   5. The Partners shall take all necessary steps to effectuate the transfer of title, ownership, and possession of assets in accordance with the decisions made under this clause. This may involve executing appropriate documents, assignments, or other legal instruments as required.
   6. The Partners shall ensure that all transfers of assets are carried out in compliance with applicable laws, regulations, and tax requirements. Any costs or expenses associated with such compliance shall be borne by the partnership.
3. LIQUIDATION
   1. [INSERT NAME OF THE LIQUIDATING PARTNER] shall be appointed as the Liquidating Partner and shall manage all the liquidation process of the assets and partnership firm.
   2. The liquidating Partner shall undertake all necessary actions to wind up the affairs of the partnership. This includes, but is not limited to, settling all outstanding liabilities, collecting accounts receivable, paying off creditors, and finalizing contracts and obligations.
   3. The Liquidating Partner shall collaboratively develop a liquidation plan outlining the sequence of steps to be taken in the winding-up process. The plan shall specify responsibilities for each Partner and designate a timeframe for completion.
   4. The Liquidating Partner shall allocate sufficient funds from partnership assets to satisfy all outstanding debts, obligations, and liabilities. Priority shall be given to payment of secured debts and statutory obligations.
   5. Once all liabilities have been settled, the remaining assets shall be distributed among the Partners in accordance with their respective ownership interests, as set forth in the Partnership Agreement.
   6. All costs and expenses incurred in the process of winding up the partnership, including legal fees, accounting charges, and administrative costs, shall be borne by the partnership and paid from partnership assets.
   7. The Liquidating Partner shall ensure a thorough and accurate accounting of all financial transactions related to the liquidation process. A final statement of account shall be prepared and provided to each Partner upon completion of the liquidation.
   8. The Liquidating Partner shall take into account any tax implications arising from the liquidation and shall consult with tax professionals to ensure compliance with applicable tax laws and regulations.
   9. The Liquidating Partner shall maintain comprehensive documentation of all liquidation-related activities, decisions, and agreements for a period of [INSERT NUMBER OF YEARS THE LIQUIDATING PARTNER SHALL MAINTAIN ALL COMPREHENSIVE DOCUMENTS OF LIQUIDATION RELATED ACTIVITIES] years following the conclusion of the liquidation process.
4. RESPONSIBILITIES
   1. The Partners shall work together to make decisions related to the dissolution process. Major decisions, such as the allocation of assets and settlement of liabilities, shall be made jointly and with mutual consent.
   2. Each Partner shall participate in the creation of an inventory of partnership assets, accurately listing and describing all properties, interests, and investments held by the partnership.
   3. The Partners shall collectively identify all existing debts, obligations, and liabilities of the partnership, ensuring a comprehensive understanding of the financial commitments to be settled.
   4. Each Partner shall ensure that all actions taken during the dissolution process comply with applicable laws, regulations, and contractual obligations. Partners shall keep accurate records of all financial transactions related to the dissolution, ensuring transparency and accountability.
   5. Partners shall collectively prepare and review a final report detailing the outcomes of the dissolution, including asset distribution, liability settlements, and any remaining obligations.
   6. Partners shall fulfill any post-dissolution obligations, such as transferring assets, executing legal documents, and providing necessary information to regulatory authorities.
5. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this Deed or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
6. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
7. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
8. APPLICABLE LAW
   1. This Deed shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS]
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Partner 1 and Partner 2. 
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION]] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this DEED shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Partner 1: [EMAIL ID OR/AND ADDRESS OF PARTNER 1]
      2. If to the Partner 2: [EMAIL ID OR/AND ADDRESS OF PARTNER 2]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
10. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Deed by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
11. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Deed shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Deed shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire Deed: This Deed along with all the Exhibits constitutes the entire understanding and Deed of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Deed may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Deed shall not be construed to be a waiver or to affect the validity of any part of the Deed and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Deed shall be made, only if, both Parties agree upon such amendment in writing. This Deed shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this Deed of the effective date.

Signed, sealed and delivered on behalf of Partner 1

Name: [NAME OF PARTNER 1/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTNER 1]

Signed, sealed and delivered on behalf of Partner 2

Name: [NAME OF PARTNER 2/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTNER 2 ]