Agreement to Dissolve Partnership with one Partner
Purchasing the Assets of the Other Partner
This Dissolution Agreement is made this the (date), between (Name of Partner A) of
(street address, city, state, zip code), hereinafter referred to as Partner A, and (Name of
Partner B) of (street address, city, state, zip code), hereinafter referred to as Partner B.
Whereas, Partner A and Partner B (hereinafter sometimes referred to as the Partners)
are now conducting the business of (type of business such as practice of medicine) at
(street address, city, state, zip code), as partners, under the firm name of (Name of
Partnership), hereinafter referred to as the Partnership, pursuant to the terms of a
certain written agreement dated the (date); and
Whereas, Partners desire to dissolve the Partnership on the terms and conditions
hereinafter set forth herein.
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the Partners agree as follows:
I. An audit of the books, accounts and affairs of the Partnership as of the close of
business on (date), shall be made by the firm of (Name of Accounting Firm), certified
public accountants (hereinafter referred to as the Auditors). The cost of the audit shall
be borne equally by the Partners, and the audit shall be binding upon the Partners.
II. Partner A does hereby assign to Partner B all right, title and interest in and to the
business of the Partnership now being conducted under the name of (Name of
Partnership), together with all contracts, leases, office furniture, fixtures, equipment,
office supplies, books, records, accounts, money in bank, and all other property of every
kind, character and description, used in, devoted to, or owned by the business now
carried on in the name of (Name of Partnership).
III. There shall be set up on the books of (Name of Partnership), an account, to the
credit of Partner A, to be known as Partner A Dissolution Account, which account shall
be credited with the following:
A. The capital account of Partner A in the Partnership, the amount of which
shall be determined by the audit contemplated in Paragraph I above.
· B. Fifty Per Cent (50%) of any sums charged off as losses which may be
recovered, it being agreed that Partner B will promptly undertake recovery of
these losses in accordance with reasonable business practices, or reassign them
to Partner A and cooperate with Partner A in their recovery. Should the Partner A
Dissolution Account be closed, as contemplated, before the time of any recovery,
Fifty Per Cent (50%) of the amount of recovery shall be paid to Partner A.
· C. Fifty Per Cent (50%) of the credit balances appearing in the Partnership
· accounts as they appear or should have appeared at the close of business on
IV. The Partner A Dissolution Account shall be charged with Fifty Per Cent (50%) of:
A. All debit balances appearing in accounts as they appear or should have
appeared at the close of business on the
· B. All losses appearing, or which should have appeared, on the books of the
Partnership as of the close of business on the (date).
· C. All other liabilities of the Partnership, contingent or otherwise, actually
existing at the close of business on the (date), discovered prior to that date.
V. It is agreed that the name of Partner A shall be eliminated from the firm name as
soon as it reasonably may be done.
VI. The Partnersh