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1. Parties: Identification of all partners and their current contact details
2. Background: Brief history of the partnership, reference to original partnership agreement, and reason for dissolution
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date of Dissolution: Specific date when the partnership will be officially dissolved
5. Settlement of Partnership Affairs: Process for winding up ongoing business and handling pending matters
6. Distribution of Assets: Detailed provisions for the division and transfer of partnership assets
7. Assignment of Liabilities: Allocation of existing debts and liabilities among partners
8. Financial Settlements: Final accounting, capital account adjustments, and payment arrangements
9. Client and Contract Treatment: Handling of existing client relationships and ongoing contracts
10. Mutual Release: Release of claims between partners
11. Confidentiality: Ongoing obligations regarding partnership confidential information
12. Governing Law: Confirmation of Dutch law application and jurisdiction
13. Notices: Process for sending formal communications between parties
14. Execution: Signature requirements and execution process
1. Intellectual Property Rights: Required when the partnership owns patents, trademarks, or other IP that needs to be distributed
2. Employee Arrangements: Needed when the partnership has employees who need to be transferred or terminated
3. Real Estate Provisions: Include when partnership owns or leases property that needs to be handled
4. Non-Compete Provisions: Optional restrictions on partners' future business activities
5. Tax Arrangements: Specific tax planning provisions if complex tax implications exist
6. Insurance and Indemnification: Required when ongoing insurance or specific indemnification needs exist
7. Dispute Resolution: Optional detailed procedure for resolving future disputes
8. Business Name and Goodwill: Required when there's significant goodwill or business name value to be allocated
9. Third Party Consents: Include when certain dissolutions actions require external approvals
1. Schedule A - Asset Register: Complete listing of all partnership assets and their agreed values
2. Schedule B - Liability Register: Detailed list of all partnership liabilities and their allocation
3. Schedule C - Client List: List of all clients and agreed allocation between partners
4. Schedule D - Financial Statement: Final balance sheet and profit/loss statement of the partnership
5. Schedule E - Settlement Calculations: Detailed calculations of final settlements between partners
6. Appendix 1 - Required Notices: Templates for required notices to clients, suppliers, and authorities
7. Appendix 2 - Transfer Documents: Forms and documents required for transferring assets and registrations
8. Appendix 3 - Handover Protocol: Detailed procedure for business handover and transition
Assets
Business
Business Day
Completion Date
Confidential Information
Cut-off Date
Dissolution Date
Effective Date
Encumbrance
Existing Partnership Agreement
Final Accounts
Intellectual Property Rights
Liabilities
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Partners
Remaining Partners
Retiring Partner
Settlement Amount
Settlement Date
Termination Date
Third Party
Transfer
Valuation Date
Working Capital
Work in Progress
Goodwill
Client Contracts
Outstanding Obligations
Accounts Receivable
Accounts Payable
Capital Account
Drawing Account
Profit Share
Loss Share
Professional Records
Governing Law
Dispute Resolution Procedure
Interpretation
Definitions
Dissolution
Asset Distribution
Liability Allocation
Financial Settlement
Client Transition
Confidentiality
Non-Competition
Non-Solicitation
Release and Discharge
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Property Rights
Business Name Usage
Records and Documents
Bank Accounts
Insurance
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Costs
Dispute Resolution
Governing Law
Jurisdiction
Third Party Rights
Announcements
Counterparts
Surviving Obligations
Good Faith
Time of Essence
Compliance with Laws
Professional Services
Legal Services
Accounting & Tax
Healthcare
Architecture & Design
Engineering
Management Consulting
Real Estate
Technology
Creative & Media
Financial Services
Construction
Retail & Distribution
Legal
Finance
Tax
Compliance
Operations
Human Resources
Business Development
Client Relations
Administration
Risk Management
Managing Partner
Senior Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Director
Tax Director
Operations Manager
Partnership Administrator
Account Manager
Business Development Manager
HR Director
Compliance Officer
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