Deed of Dissolution of Partnership Firm

DEED OF DISSOLUTION OF PARTNERSHIP

THIS DEED OF DISSOLUTION OF PARTNERSHIP ("Deed") is made and executed on ________ ("Effective Date")

BY AND BETWEEN

________

of the following address:

________

AND

________

of the following address:

________

(referred to herein as "Partners" or individually as "Partner").

WHEREAS the Partners hereto under a Deed of Partnership ("Partnership Deed") dated ________, made between them have been carrying on the business of ("Partnership Business"):

________

under the name and style of: ________ ("Partnership") in pursuant to the covenants, stipulations and provisions contained in the said Partnership Deed attached along with this Deed as Annexure-A.

WHEREAS the Partnership Deed was registered on ________, with the following registration number: ________.

AND WHEREAS as certain differences have arisen between the Partners hereto or as the Partners do not desire to continue the said Partnership due to the following reason:

________

AND WHEREAS the Partners have mutually agreed to dissolve the Partnership from ________, on the terms herein recorded.

NOW THEREFORE, in consideration of the mutual covenants and Deeds contained herein, and for other goods and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

1. LIQUIDATION

1.1. The following partner: ________ is appointed as the liquidating Partner under this Deed ("Liquidating Partner").

1.2. The Liquidating Partner will be responsible for assessing the assets and inventory of the Partnership. The Liquidating Partner has been appointed to sell or otherwise distribute any inventory or assets in the best interest of the Partnership.

1.3. The Liquidating Partner shall be liable to determine and file tax obligations of the Partnership.

1.4.The Liquidating Partner is entitled to receive the following compensation: ________.

1.5. Upon dissolution of the Partnership, the Partners shall immediately appoint the following person or entity as the accountant: ________, ("Accountant") to determine the assets, liabilities, and net worth of the Partnership as of the effective date of dissolution.

1.6. The Accountant shall provide a copy of the statement of accounts to all Partners and other stakeholders. The statement of accounts shall include the list of inventories, assets, liabilities, etc. of the Partnership.

1.7. All Partners and other stakeholders shall have the right at all reasonable times to examine the books and pertinent records of the Partnership to establish and enforce the right under this Deed.

2. ASSETS

2.1. All assets of the Partnership shall be sold at fair market value, and the net proceeds shall be applied to pay all outstanding debts and liabilities of the Partnership.

2.2. All advances by Partners towards the Partnership shall be settled before distributing on the basis of capital. Once the advances are settled, the Capital shall be distributed to the Partners as per their share.

2.3. The remaining assets of the Partnership including all cash and cash equivalents, including bank balances, and proceeds from selling inventory and equipment, shall be distributed among Partners in the following manner: Equally among the Partners.

2.4. All the liabilities and expenses shall be paid from the Partnership assets.

3. LIABILITIES

3.1. In case the winding up shows a loss, or the assets of the Partnership are insufficient to meet the liabilities and debts of the Partnership, then the Partners shall pay such losses in the following manner: Equally among the Partners.

3.2. If any Partner fails to pay any such debt or obligation, the other Partner(s) may pay such debt or obligation on behalf of the defaulting Partner, and the defaulting Partner shall be liable to reimburse the paying Partner(s) for such payment without any undue delay.

3.3. Upon dissolution of the Partnership, each Partner hereby releases and discharges the other Partners, and their respective officers, employees, agents, and representatives ("Released Partners") from any and all claims, actions, causes of action, suits, debts, obligations, liabilities, damages, losses, and expenses of any kind or nature whatsoever ("Claims"), whether know or unknown, arising out of or in relating to the Partnership or any act or omission of the Released Partner.

3.4. Notwithstanding anything to the contrary contained herein, in no event shall the Released Partners be liable to any Partner for any indirect, consequential, special, or punitive damages, including lost profits or lost business opportunities, arising out of or relating to the Partnership or any act or omission of the Released Partners, regardless of whether such damages were foreseeable or whether the Released Partners were advised of the possibility of such damages.

4. MUTUAL RESPONSIBILITIES

4.1. Each Partner shall cooperate fully with the other Partner(s) in effecting the dissolution of the Partnership in a timely and orderly manner.

4.2. Each Partner shall provide all necessary information and documentation to the other Partner(s) to facilitate the winding up of the Partnership's affairs including financial records, contracts and certificates.

4.3. Each Partner shall use their best effort to minimize the cost and expense of the dissolution process.

4.4. The Partners hereto shall sign notices of dissolution and forthwith advertise in the local official gazette the fact of dissolution as required by section 45 of the Indian Partnership Act, 1932 ("Act") and shall also intimate the fact of dissolution to the Registrar of Partnerships under the provision of section 63 of the said Act.

4.5. All the expenses of and incidental to the stamp duty and registration of this Deed will be borne by the Partners hereto in the following manner: Equally among the Partners.

4.6. All books, records, and documents of the Partnership shall be returned to the Partnership's principal place of business, and each Partner shall have the right to make copies of any records they wish to retain for their personal records.

4.7. The Partners agree not to do similar business that of Partnership for the following period from the date of dissolution of partnership: ________, within the following geographical areas:

________

5. CONFIDENTIALITY

5.1. The Partners acknowledge that during the course of the Partnership, they may have gained access to and become aware of confidential and proprietary information, including but not limited to trade secrets, customer lists, financial records, marketing strategies, business plans, and other proprietary information related to the Partnership's business ("Confidential Information").

5.2. The Confidential Information includes:

________

5.3. The Partners agree that all Confidential Information is and shall remain the exclusive property of the Partnership, and they shall not disclose, use, reproduce, or otherwise disseminate any Confidential Information to any third Partner, except as required by law or with the prior written consent of all Partners.

5.4. The Partners shall use the Confidential Information exclusively for the purpose of winding up the Partnership and completing any remaining obligations or responsibilities arising from the dissolution of the Partnership.

5.5. The Partners shall take all necessary and reasonable measures to maintain the confidentiality and secrecy of the Confidential Information, including but not limited to implementing appropriate physical, electronic, and procedural safeguards to protect against unauthorized access, use, or disclosure of the Confidential Information.

5.6. The obligations of confidentiality shall survive the dissolution of the Partnership and shall continue for a period of ________ (________) years from the effective date of this Deed.

5.7. This confidentiality clause is binding upon the Partners and their respective agents, representatives, successors, and assigns, and shall survive the termination of this Deed and the dissolution of the Partnership.

6. FORCE MAJEURE

6.1. "Force Majeure" means an event beyond the control of the Partners, which prevents a Partner from complying with any of its obligations under this Deed, including but not limited to:

6.1.1. act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

6.1.2. war, hostiles, invasion, the act of foreign enemies, requisition or embargo;

6.1.3. rebellion, revolution, insurrection or military power, civil war;

6.1.4. riot, commotions, strikes;

6.1.5. act or threats of terrorism, and pandemic.

6.2. The Partners shall not be liable for any failure to perform their respective obligations under this Deed if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Partner shall be suspended for so long the Force Majeure Event prevails.

6.3. Upon the occurrence of a Force Majeure Event, the non-performing Partner/affected Partner shall immediately inform the other Partners of the same and continue to use commercially reasonable efforts to comply with this Deed whenever and to whatever extent possible without delay.

6.4. The Partners shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Deed's smooth functioning.

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8. NO WAIVER

The failure of any Partner hereto to enforce any provision of this Deed shall in no way be construed to be a waiver of such provisions or to affect the validity of this Deed or any part thereof or the right of either Partner to enforce each and every provision in accordance with its terms.

9. HEADINGS

The headings in this Deed are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

10. INTERPRETATION

The Partners acknowledge and agree that each Partner has reviewed and negotiated the terms and provisions of this Deed and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Partner shall not be employed in the interpretation of this Deed. Rather, the terms of this Deed shall be construed fairly as to both Partners and not in favour or against either Partner.

11. SURVIVAL OF OBLIGATION

Notwithstanding any other provisions of this Deed, at termination, expiration or completion of this Deed, any provisions of this Deed which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.

12. COUNTERPARTS

This Deed may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

13. ENTIRE DEED

Both the Partners represent and agree that they have read this Deed and understand its terms and the fact that it releases all claims each might have entered into this Deed without duress or coercion from any source. This Deed supersedes all other Deeds entered into between the Partners.

IN WITNESS WHEREOF, the Partners hereto have executed this Deed

Signed by ________:

_____________________________

________

Signed by ________:

_____________________________

________

The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named, appeared before me and properly identified to me and did sign the forgoing.

IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___

_______________________

Signature

Notary Public

Address:

Annexure-A

(Copy of Partnership Deed dated ________)