THIS AGREEMENT  is made the           day of                                             2003

BETWEEN:

(1)          ................

and

(2)          ..................

WHEREAS:

(A)          The parties to this agreement carry on the business of

(B)          The said parties have agreed that the said partnership is to be dissolved on..........................

IT IS AGREED as follows:

1.            Dissolution

The said partnership is declared to be dissolved on …………… 2012

2.            Assets and Liabilities

In consideration of payment of £........ (.......... pound) paid by ......................., upon the execution of this agreement, receipt whereof .................................. hereby acknowledges, ............................shall become forthwith the sole owner of all the assets of the partnership, including the goodwill and the trading name “..................................” and shall take over the agreements listed in Schedule One and all debts and liabilities save for taxation (see clause 7)

3.            Books and papers

The books of account papers records letters and other documents relating to the partnership shall be retained by ..................... for at least ....... years from the date of dissolution and he shall be responsible for their safe custody during that period. 

................................ shall be entitled to inspect such books of account papers records letters and other documents upon giving reasonable notice to.....................

4.            Use of firm name

......................... shall be at liberty to carry on business anywhere trading under or using the name of the partnership firm – .........................

5.            Execution of necessary documents, etc

Each of the parties to this agreement shall sign and execute and do all such documents deeds and things as shall be necessary for carrying the provisions of this agreement into effect

6.         Mutual releases

Each of the parties to this agreement releases any claim he may have against the other under the said partnership but such releases shall not extend to claims arising under this agreement

7.         Tax Indemnity

It is agreed that any tax liabilities resulting from the former partnership be paid or otherwise dealt with on an equal basis and it is further agreed that ................. ....................indemnify each other to this effect. 

8.         Notification of dissolution

Due notice of the dissolution of the partnership shall be given in the London Gazette and so far as may be reasonably practicable by circular letter to all persons firms and bodies with whom the partnership has had dealing during the period of one year preceding the date of this agreement.  For this purpose each of the parties to this agreement shall sign all necessary documents and if either of them shall refuse or neglect to do so the other may sign the same on his behalf and in his name.

FIRST SCHEDULE

1.   Bank Loan

2.   Lease Agreement

3.   Plant Lease

4.   Company Credit Card

5.   Finance Agreement

6.   Bank Overdraft A/C No.

AS WITNESS of which the parties have set their hands to this agreement the date and year written on page one above.

SIGNED by the said                           XXXXXXXXXXXXXXXXXX

                                                            ............................................

In the presence of:                              ...........................................

SIGNED by the said                           XXXXXXXXXXXXXXXXXX

                                                            ............................................

In the presence of:                              ...........................................