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1. Parties: Identification and details of all partners involved in the dissolution
2. Background: Brief history of the partnership, reference to original partnership deed, and reasons for dissolution
3. Definitions: Definitions of key terms used throughout the agreement
4. Date of Dissolution: Specific date when the partnership will be considered dissolved
5. Settlement of Accounts: Process and methodology for settling accounts between partners
6. Distribution of Assets: Detailed provisions for distribution of partnership assets among partners
7. Treatment of Liabilities: Allocation and settlement of partnership liabilities
8. Partner Obligations: Ongoing obligations of partners post-dissolution
9. Final Accounts: Preparation and approval of final partnership accounts
10. Tax Matters: Handling of tax liabilities and obligations
11. Confidentiality: Provisions regarding confidential information post-dissolution
12. General Provisions: Standard clauses including governing law, jurisdiction, and notices
13. Execution: Signature blocks and execution formalities
1. Ongoing Litigation: Provisions for handling pending legal proceedings and allocation of responsibilities
2. Intellectual Property Rights: Distribution and usage rights of partnership IP post-dissolution
3. Employee Matters: Handling of employees and related liabilities if the partnership has employees
4. Insurance: Provisions regarding existing insurance policies and future claims
5. Non-Compete: Restrictions on partners' future business activities
6. Bank Accounts: Specific provisions for closing partnership bank accounts
7. Outstanding Contracts: Treatment of ongoing contracts and business relationships
8. Dispute Resolution: Specific mechanisms for resolving disputes during dissolution process
1. Schedule A - Asset List: Comprehensive list of partnership assets with valuations
2. Schedule B - Liability List: Detailed list of all partnership liabilities
3. Schedule C - Distribution Plan: Specific allocation of assets and liabilities to each partner
4. Schedule D - Bank Accounts: List of all partnership bank accounts and their treatment
5. Schedule E - Outstanding Dues: List of receivables and payables
6. Appendix 1 - Original Partnership Deed: Copy of the original partnership deed
7. Appendix 2 - Valuation Reports: Independent valuation reports of significant assets
8. Appendix 3 - Final Accounts: Final balance sheet and profit & loss account of the partnership
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