Agreements for dissolution of partnership. This agreement is made _________, 19__, between A of _________ and B of _________. A and B are now conducting the business of _________ at _________, as partners, under the firm name of _________, pursuant to the terms of a certain written agreement dated _________, 19__. It is mutually desired to dissolve the partnership on the terms and conditions set forth. In consideration of the premises and the performance of the agreements here it is agreed as follows: 1. An audit of the books, accounts and affairs of _________ as of the close of business on _________, 19__, shall be made by the firm of _________, public accountants, who are agreed upon as auditors, the cost of the audit to be borne equally by the parties, and the audit shall be binding upon the parties. 2. A agrees to assign to B all right, title and interest of every kind and nature in and to A's membership in _________, title to which now stands in the name of A, for an agreed price of _________ dollars, payable as provided in paragraph 4. The transfer of _________ shall be made immediately on the qualification of B, or his [her] nominee, for membership in _________. 3. A assigns to B all right, title and interest in and to the partnership business now being conducted as _________, together with all memberships, securities, contracts, leases, office furniture, fixtures, equipment, stamps, stationery, books, records, accounts, money in bank, insurance (except life insurance if any), 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 _________. 4. There shall be set up on the books of _________ an account, to the credit of A, to be known as "_________ dissolution account," which account shall be credited with: (a). The sum of _________ dollars, the purchase price of the memberships mentioned in paragraph 2 above. (b). The capital account of A in the firm of _________, the amount of which shall be determined by the audit contemplated in paragraph 1 above. (c). Any sums charged off as losses which may be recovered, it being agreed that B will undertake recovery of these losses promptly and in accordance with good business practices, or reassign them to A and cooperate with A in their recovery. Should "_________ dissolution account" be closed, as contemplated, before the time of any recovery, the amount of recovery shall be paid to A. (d). All credit balances appearing in the firm _________ accounts as they appear or should have appeared at the close of business on _________, 19__. 5. The "_________ dissolution account" shall be charged with: (a). The sum of _________ dollars. (b). All debit balances appearing in the firm _________ accounts as they appear or should have appeared at the close of business on _________, 19__.
(c). All losses appearing, or which should have appeared, on the books of _________ as of the close of business _________, 19__, in unsecured and partly secured accounts (other than the account of _________ and other accounts for which B is directly responsible), and all losses which may appear in the following named accounts: _________. (d). All other liabilities of the firm, contingent or otherwise, actually existing at the close of business on _________, 19__, discovered prior to _________, 19__. (e). Such sums as may be drawn by A out of the business between _________, 19__ and _________, 19__, which drawings shall not exceed the sum of _________ dollars per week. 6. It is agreed that the name _________ shall be eliminated from the firm name as soon as it conveniently may be done. 7. The partnership existing between the parties to this agreement under the name of _________ shall be terminated and dissolved as of the date of the transfer from A to B, or his or her nominee, of the membership in _________, which shall be within a reasonable time after completion of the audit, provided, however, A shall have no authority to act for the partnership after that date. All obligations of either party to the other shall be settled and adjusted upon the terms and provisions of this instrument, all previous agreements between them, either oral or written, being canceled. 8. If the policy of insurance on the life of B in favor of A is still in force on _________, 19__, then A shall, upon demand, execute a relinquishment of all right, title and interest in the policy, and on that date, should any policies of insurance on the life of A be in force for the benefit of the business, B shall execute to A, upon demand, relinquishments of all right, title and interest. 9. It is agreed that from and after this date the sole and exclusive control, management and direction of the business shall be vested in B and all profits accruing, or losses suffered (except as otherwise provided), from and after the close of business on _________, 19__, shall be the sole responsibility of B, and he [she] does agree to indemnify A against all losses, if any, so accruing. 10. This contract shall be binding upon and inure to the benefit of the heirs, representatives and assigns of the parties.