Partnership Dissolution Agreement - Template Form
✓ Valid in Nigeria
Create your Partnership Dissolution Agreement - Template Form for use in Nigeria. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share.
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PARTNERSHIP DISSOLUTION AGREEMENT
THIS PARTNERSHIP DISSOLUTION AGREEMENT (the "Agreement") is made on ________ (the Execution date").
BETWEEN
________, of the following address:
________
AND
________, of the following address:
________ (hereinafter referred to as "Partners").
BACKGROUND
A. ________ (the "Partnership") is a partnership operated by the partners with the following business address:
________
B. The Partners have operated the Partnership for the following purposes:
________
C. The Partners entered into the Partnership and have continued in partnership pursuant to the written agreement dated ________.
D. The Partners now desire to dissolve the Partnership, liquidate all its assets and distribute all the proceeds remaining after the payment of all the liabilities of the Partnership accordingly.
IN CONSIDERATION of mutual covenants, promises and other valuable consideration contained in this Agreement and the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. DISSOLUTION OF PARTNERSHIP
The Partners agree that effective ________, the Partnership shall be dissolved and shall thereafter liquidate and wind up the affairs of the Partnership.
Except for the purpose of carrying out the liquidation and winding up process, the Partners agree not to transact any business in the name of the Partnership following its dissolution.
The Partners also agree to publish a notice of dissolution in a daily newspaper operational in the region where the Partnership business is being operated.
2. LIQUIDATION
a. ________ (the "Liquidating Partner") is hereby appointed as a liquidating partner to do the following:
(I) to make an inventory and realize all the assets of the Partnership;
(II) the Liquidating Partner shall have the ability and right to sell, distribute or otherwise dispose the assets of the partnership;
(III) to determine the tax obligations of the Partnership, such as, preparing, filing all necessary tax returns.
3. ACCOUNTING
a. Following the dissolution of the Partnership, the Liquidating Partner shall make an account of all the assets, liability and net worth of the Partnership.
b. The Liquidating Partner shall prepare a statement of account showing all the assets, liabilities of the Partnership and such statement shall be accessible to all the Partners.
c. The Liquidating Partner shall be entitled to ₦________ (________) every hour for fulfilling their duties.
4. SETTLING OF ACCOUNTS
a. On the completion of the accounting, all the assets of the Partnership or proceeds therefrom shall be distributed in the following order of priority:
(I) for the payment of debts, taxes and liabilities of the Partnership;
(II) for the reimbursement of expenses incurred during the dissolution of the Partnership;
(III) to pay the Liquidating Partner any unpaid cost, fees or expenses which the Liquidating Partner is reasonably entitled to; and
(IV) to the Partners in accordance with their entitlement as described in this Agreement.
b. In the event of dissolution of Partnership, the Partners shall share the remaining assets or liabilities in equal proportion.
5. INDEMNITY
Each Partner shall indemnify the other Partner(s) for any loss which may be incurred by them as a result of the Partner's breach of this Agreement.
6. AMENDMENT AND WAIVERS
No amendment shall be valid or binding except same is done in writing and executed by all the Partners hereto. No waiver of any provision in this Agreement will be effective or binding unless same is made in writing and signed by the Party purporting to give same.
7. ASSIGNMENT
The Parties under this Agreement shall not assign or transfer any rights and obligations under this Agreement to a third party without the prior consent of the other.
8. CONFIDENTIALITY
a. The Parties undertake that they shall not disclose or communicate to any party any confidential information relating to this Agreement or contracts contemplated herein, which may come to their knowledge.
b. The Parties further undertake to use their best endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
9. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
10. JURISDICTION
Both parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.
11. ENTIRE AGREEMENT
This Agreement and any other documents connected to this Agreement, constitutes the entire agreement between the parties and supersede any prior written or oral agreement made between them.
12. SEVERABILITY
In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected or impaired thereby.
13. NOTICES
14. DISPUTE RESOLUTION
15. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named ________
__________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named ________
__________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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