Partnership Dissolution Agreement Template

"Affiliate" means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where "control" means the power to direct the management and policies of a Person, whether through ownership of voting interests, by contract, or otherwise.

"Business" means the business of [description of business] carried on by the Partnership prior to the Dissolution Date, together with all activities ancillary thereto.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to close.

"Client" means any Person to whom the Partnership provided goods or services, or with whom the Partnership had a bona fide business relationship, at any time during the [number] months immediately preceding the Dissolution Date.

"Confidential Information" means all non-public information of or relating to the Partnership, the Business, the Clients, or either Partner, in any form, including pricing, financial data, client lists, methods, trade secrets, and the terms of this Agreement, but excluding information that is or becomes public other than through breach of this Agreement, was lawfully known to the recipient before disclosure, or is lawfully obtained from a third party without restriction.

"Distributed Assets" means the Partnership Assets remaining after the discharge of, or the making of adequate provision for, all Partnership Liabilities, to be divided in kind between the Partners in accordance with this Agreement.

"Dissolution Date" means [date], or such other date as the Partners may agree in writing, being the date on which the Partnership is dissolved under this Agreement.

"Final Accounts" means the final statement of the assets, liabilities, income, expenses, and capital accounts of the Partnership as of the Dissolution Date, prepared in accordance with this Agreement.

"Liabilities" or "Partnership Liabilities" means all debts, obligations, taxes, claims, and liabilities of any kind of the Partnership, whether known or unknown, accrued, contingent, liquidated, or unliquidated, arising from or relating to the Business or the Partnership.

"Partnership Assets" means all property, whether tangible or intangible, real or personal, owned by or held for the benefit of the Partnership, including equipment, inventory, cash, receivables, intellectual property, contract rights, deposits, and goodwill.

"Person" means any individual, partnership, corporation, limited liability company, trust, governmental authority, or other entity.

"Valuation Date" means the Dissolution Date, or such other date as the Partners agree in writing for the purpose of valuing the Partnership Assets.

"Winding-Up Period" means the period commencing on the Dissolution Date and ending on the date on which all matters described in this Agreement have been completed, which shall not exceed [number] months unless extended by written agreement of the Partners.

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa; "including" means "including without limitation"; and references to a "Section" are to a section of this Agreement. This Agreement has no schedules or annexes, and all terms are set out in its main text. No provision shall be construed against a Partner by reason of that Partner having drafted it.

References to "written" or "in writing" include email, provided that receipt is acknowledged by the recipient. References to any agreement are to that agreement as amended from time to time, and references to any amount of money are to the currency of [currency], unless otherwise stated.

The Partners hereby agree that the Partnership is dissolved with effect from the Dissolution Date, and that this Agreement constitutes the Partners' unanimous written consent to dissolution, to the extent such consent is required under the Partnership Agreement or applicable law.

This Agreement shall become effective on the Agreement Date. Dissolution shall take effect on the Dissolution Date irrespective of whether the winding up has been completed, and the Partnership shall continue solely for the purposes of winding up its affairs, as provided herein, until the end of the Winding-Up Period.

The Partners acknowledge and agree that neither of them shall continue the Business, nor shall any successor, Affiliate, or nominee of either Partner carry on the Business under the Partnership's name or as its successor, it being the intention of the Partners that the Business be fully wound up and discontinued.

To the extent of any conflict between this Agreement and the Partnership Agreement, this Agreement shall prevail. Provisions of the Partnership Agreement that by their nature are intended to survive dissolution shall survive only to the extent they are not inconsistent with this Agreement.

Each Partner waives any notice period, right of first refusal, buy-out right, or other procedural requirement under the Partnership Agreement that would otherwise delay or restrict the dissolution contemplated hereby, and waives any right to continue the Partnership or to purchase the other Partner's interest.

Partner A shall act as the liquidating partner (the "Liquidating Partner") for the Winding-Up Period, with the authority described in this Agreement. Partner B shall cooperate fully with the Liquidating Partner and shall have the information and inspection rights set out in this Agreement. The Liquidating Partner shall not be entitled to remuneration unless the Partners otherwise agree, but shall be reimbursed for reasonable documented expenses incurred in the winding up as Partnership Liabilities.

With effect from the Dissolution Date, the Partnership shall cease to carry on the Business, shall not accept any new engagements, orders, or commitments, and shall conduct only such activities as are reasonably necessary to wind up its affairs, complete or terminate existing obligations, collect receivables, and realize or distribute Partnership Assets.

Neither Partner shall, after the Dissolution Date, hold himself, herself, or itself out as a partner of the other, incur any obligation on behalf of the Partnership, or bind the Partnership, except as expressly authorized in writing by both Partners or as necessary for the winding up under this Agreement.

The Liquidating Partner shall be authorized, on behalf of the Partnership, to collect amounts owed to the Partnership, to pay Liabilities in accordance with Section 5, to maintain insurance over the Partnership Assets, to close bank accounts upon completion of distributions, and to take any other action reasonably necessary to complete the winding up. Any single transaction or expenditure exceeding [amount] shall require the prior written consent of Partner B, not to be unreasonably withheld or delayed.

Any work in progress at the Dissolution Date shall, at the Liquidating Partner's discretion and acting reasonably, be completed, transferred to a Client-designated third party, or terminated, in each case so as to minimize Liabilities. Neither Partner shall be obliged to perform personal services after the Dissolution Date except as the Partners may agree in writing.

Each Partner shall promptly deliver to the Liquidating Partner all Partnership Assets, books, records, funds, and documents in his, her, or its possession or control, and shall promptly remit to the Partnership any payment received after the Dissolution Date that belongs to the Partnership, holding the same in trust pending remittance.

The Liquidating Partner shall provide Partner B with a written status report on the winding up every [number] days during the Winding-Up Period, and shall complete the winding up within the Winding-Up Period. The Liquidating Partner shall not be liable for any act or omission undertaken in good faith and with reasonable care in carrying out the winding up, save for fraud or willful misconduct.

Within [number] days after the Dissolution Date, the Liquidating Partner shall prepare and deliver to Partner B the Final Accounts, showing the Partnership Assets, Liabilities, capital contributions, drawings, and the capital and current account balance of each Partner as of the Dissolution Date. The Final Accounts shall be prepared in accordance with the accounting principles consistently applied by the Partnership, being [accounting standard].

The Final Accounts may be reviewed by an independent accountant selected by the Liquidating Partner, being [name of accountant or firm] or another qualified and independent accountant (the "Accountant"). The fees of the Accountant shall be paid as a Partnership Liability before any distribution.

Partner B shall have [number] days following receipt of the Final Accounts (the "Review Period") to examine them and the supporting books and records, and to deliver written notice of any objection stating the grounds with reasonable particularity. Any item not objected to within the Review Period shall be deemed accepted and final, save for fraud or manifest error.

If Partner B timely objects, the Partners shall negotiate in good faith for [number] days to resolve the disputed items. If unresolved, the disputed items shall be referred to the Accountant or, if the Accountant has acted for the Partnership, to another independent accountant agreed by the Partners, acting as an expert and not as an arbitrator, whose determination shall be final and binding on the Partners absent manifest error. The fees of such referral shall be borne equally by the Partners, unless the expert determines that a Partner's position was unreasonable, in which case that Partner shall bear such fees.

The Partnership Assets shall be valued as of the Valuation Date at their fair market value, determined on the basis of a willing buyer and a willing seller, neither being under compulsion. Where the Partners cannot agree on the value of an asset within [number] days, such asset shall be valued by an independent appraiser jointly appointed by the Partners, whose fees shall be borne equally and whose determination shall be final and binding, absent manifest error.

Goodwill and the Partnership name shall be deemed to have a nil value for the purposes of the Final Accounts and distribution, in view of the full discontinuance of the Business.

Each Partner shall give the other and the Accountant reasonable access, during normal business hours, to all books, records, bank statements, and information necessary for the preparation and verification of the Final Accounts.

All Liabilities shall be paid or provided for from the Partnership Assets before any distribution of Distributed Assets to either Partner, and no distribution shall be made to a Partner until all Liabilities have been paid in full or adequately reserved for.

Liabilities shall be paid in the following order of priority, to the extent permitted by applicable law: first, to creditors who are not Partners, including taxing authorities, employees, and suppliers; second, to the Partners in respect of loans or advances made to the Partnership, pro rata; third, to the Partners in respect of their capital contributions, in proportion to the balances of their capital accounts; and fourth, any remainder to the Partners in accordance with their profit-sharing ratio of [Partner A percentage] to [Partner B percentage].

For that purpose, the Liquidating Partner may collect receivables, apply cash, and, where cash is insufficient, sell such Partnership Assets as the Liquidating Partner reasonably selects, in consultation with Partner B, at fair market value, and apply the proceeds to Liabilities. Any Partnership Asset so sold shall not form part of the Distributed Assets.

The Liquidating Partner shall establish a reserve in the amount of [amount or percentage] for contingent, disputed, or unascertained Liabilities (the "Reserve"). The Reserve shall be held in a segregated Partnership account and released to the Partners in accordance with the profit-sharing ratio, after payment of any Liabilities for which it was held, upon the later of expiry of [number] months after the Dissolution Date or the final resolution of the Liabilities concerned.

If the Partnership Assets, after realization, are insufficient to pay all Liabilities, the Partners shall bear the shortfall in proportion to their profit-sharing ratio set out in this Section 5, and each Partner shall contribute his, her, or its share to the Liquidating Partner within [number] days after written demand, without prejudice to any liability of the Partners to third-party creditors under applicable law.

Neither Partner shall settle or compromise any Liability above [amount] without the other Partner's prior written consent, not to be unreasonably withheld. Any Liability arising from a Partner's own breach of duty, fraud, or unauthorized act shall be borne solely by that Partner and shall not be a Partnership Liability.

Each Partner shall promptly notify the other of any claim, demand, or Liability of which he, she, or it becomes aware that is not reflected in the Final Accounts.

After payment or reserve for all Liabilities in accordance with Section 5, the Distributed Assets shall be divided between the Partners in kind, and not by sale, in accordance with the Partners' respective capital accounts and profit-sharing ratio, as shown in the Final Accounts.

Within [number] days after approval or deemed acceptance of the Final Accounts, the Partners shall prepare a written allocation list identifying each item of Distributed Assets and the Partner to whom it is allocated, together with its agreed value (the "Allocation List"). The Allocation List, once signed by both Partners, shall form part of this Agreement, and no separate schedule or annex is intended.

In preparing the Allocation List, the Partners shall endeavor in good faith to allocate Distributed Assets so that the aggregate value of the assets received by each Partner corresponds as closely as possible to that Partner's entitlement. Where the Partners cannot agree on allocation within [number] days, the allocation shall be made by alternating selection, with the first selection determined by [method, e.g., coin toss], each Partner selecting one item at a time until all Distributed Assets are allocated.

If the value of the Distributed Assets allocated to a Partner differs from that Partner's entitlement, the Partner receiving assets in excess of his, her, or its entitlement shall pay the difference to the other in cash (an "Equalization Payment") within [number] days after signature of the Allocation List, without interest if paid on time, and thereafter with interest at [rate] per annum.

Cash remaining after payment of Liabilities and the Reserve shall be distributed to the Partners in accordance with their entitlements, concurrently with the division of other Distributed Assets.

Distributed Assets that cannot be divided in kind without material loss of value, or that are subject to third-party restrictions on transfer, may, by agreement of the Partners, be held in co-ownership in the proportions of their entitlements, or be sold to a third party, with proceeds divided in the same proportions. Pending allocation, each Partner shall preserve the Distributed Assets in his, her, or its possession with reasonable care.

The Partners acknowledge that the division under this Section 6 is not an offer or a sale to the public, and that nothing herein shall require either Partner to continue the Business using any Distributed Asset.

Title to each item of Distributed Assets shall pass to the receiving Partner upon the later of signature of the Allocation List and payment of any applicable Equalization Payment (the "Transfer Date"), and risk of loss shall pass to the receiving Partner upon delivery or, if earlier, the Transfer Date.

Each Partner shall deliver possession of the Distributed Assets allocated to the other Partner, or make them available for collection, at the location where they are situated, within [number] days after the Transfer Date. The receiving Partner shall bear the costs of collection, transport, and insurance after delivery.

The Partners shall execute all bills of sale, assignments, registrations, endorsements, and other instruments, and take all other steps reasonably required to vest title in the receiving Partner and to register or record the transfer with any relevant authority or registry, in each case within [number] days of written request.

Distributed Assets are transferred "as is" and "where is", in their condition at the Transfer Date, without any warranty by the transferring Partner or the Partnership as to condition, merchantability, or fitness for purpose, save that the Partnership shall convey such title as it has, free of encumbrances created by the Partnership or by the transferring Partner. The receiving Partner shall not be entitled to any adjustment in value based on the condition of any Distributed Asset after the Transfer Date.

Transfer, registration, stamp, and similar taxes, duties, and fees arising from the transfer of Distributed Assets shall be borne by the receiving Partner of the relevant asset, except to the extent expressly provided in this Agreement.

Intellectual property rights and associated records forming part of the Distributed Assets shall be assigned in writing to the receiving Partner, who shall use such assets solely in accordance with this Agreement, including Sections 10, 15, and 16, and any third-party license terms.

Where a Distributed Asset cannot be transferred without the consent of a third party, the Partners shall use reasonable efforts to obtain such consent. Pending consent, the Partner holding record title shall hold such asset on trust for the allocated Partner, who shall bear related costs and risks.

Subject to Sections 5 and 6, the Liquidating Partner shall, with effect from the Dissolution Date or as soon thereafter as reasonably practicable, terminate, cancel, or allow to expire all contracts, leases, licenses, subscriptions, insurance policies, utility accounts, and similar arrangements of the Partnership (the "Partnership Contracts") that are not allocated to a Partner as part of the Distributed Assets.

Each Partner shall cooperate in giving notices of termination in accordance with the terms of each Partnership Contract, and any termination fee, penalty, or other cost incurred in terminating a Partnership Contract shall be a Partnership Liability payable under Section 5, unless caused by the breach or unauthorized act of a Partner, in which case that Partner shall bear it.

All licenses, permits, registrations, and authorizations held by the Partnership, including professional, business, tax, employer, and regulatory registrations, shall be surrendered, cancelled, or deregistered by the Liquidating Partner within [number] days after the Dissolution Date or, if later, when permitted by the relevant authority following completion of all obligations to it.

Where a Partnership Contract or license is, with the consent of the counterparty, to be assigned to a Partner as a Distributed Asset, the assignee Partner shall assume all obligations arising thereunder after the Transfer Date and shall indemnify the other Partner and the Partnership in respect thereof.

All employment relationships of the Partnership shall be terminated in accordance with the applicable contract and law, with all wages, severance, accrued leave, and related contributions paid as Partnership Liabilities. Each Partner shall cooperate in providing the reasonable employment references and documentation required.

Each Partner shall, upon request, sign such documents and give such consents as are needed to give effect to this Section 8, including the cancellation of any bank mandates, powers of attorney, signing authorities, and online accounts.

Within [number] days after the Dissolution Date, the Partners shall jointly send, or cause to be sent, written notice of the dissolution to all Clients, in a form to be agreed by the Partners, acting reasonably, or, failing agreement, in the form determined by the Liquidating Partner, stating the Dissolution Date, that the Business has ceased, and the contact details for inquiries during the Winding-Up Period.

The Liquidating Partner shall send written notice of the dissolution to all known creditors, suppliers, landlords, lenders, insurers, employees, and counterparties of the Partnership, inviting them to submit claims against the Partnership within [number] days from the date of the notice. Claims not submitted within that period shall, to the extent permitted by law, be treated as barred as against the Partnership Assets, without prejudice to any third-party rights that cannot lawfully be limited.

Notices shall be given to the relevant governmental, tax, licensing, and regulatory authorities, and to the Partnership's banks, as required by applicable law, and the Partners shall cooperate to publish any public notice of dissolution required by applicable law, with the cost thereof being a Partnership Liability.

The Partners shall agree in advance the content of any statement made to the public, press, or social media regarding the dissolution. Each Partner shall limit any statement to the agreed content and shall not disparage the other Partner or the Business.

Where a Client has outstanding work, files, funds, or property held by the Partnership, the Liquidating Partner shall notify that Client of the means by which such work, files, funds, or property may be collected or transferred, and shall comply with any professional or legal obligations in that regard. Nothing in this Agreement shall prevent a Client from freely selecting any service provider.

Each Partner shall promptly refer to the Liquidating Partner any inquiry from a third party regarding the Partnership received after the Dissolution Date.

From the Dissolution Date, the Partnership name, [Partnership name], and any trade names, trademarks, logos, domain names, and social media identifiers associated with the Business (the "Partnership Name") shall be discontinued. Neither Partner nor any Affiliate shall use the Partnership Name, or any name confusingly similar thereto, in any manner, save to the extent necessary to wind up the Partnership or as required by law.

Within [number] days after the Dissolution Date, the Liquidating Partner shall cancel or withdraw any registration of the Partnership Name, including any fictitious or assumed name registration, shall remove it from all websites, signage, stationery, directories, and listings under the control of the Partnership, and shall permit any domain names or accounts to lapse or be closed, unless otherwise agreed.

Neither Partner shall be entitled to claim any value for, or to continue, the Partnership Name or the goodwill of the Business, and neither shall register or apply to register any mark or name that includes or is confusingly similar to the Partnership Name.

The Liquidating Partner shall retain the Partnership's books, accounts, tax records, contracts, Client files, and other records (the "Records") for the longer of [number] years from the Dissolution Date and any period required by applicable law, at [location or custodian], at the expense of the Partnership as a Liability, or, if the Partnership no longer exists, equally by the Partners.

Each Partner shall have the right, upon reasonable notice and during normal business hours, to inspect and copy the Records at his, her, or its own expense, for any legitimate purpose including tax, litigation, and regulatory matters. The custodian shall not destroy any Records without giving the other Partner at least [number] days' prior written notice and an opportunity to take possession of them.

Client files and Records containing personal data or confidential or privileged material shall be stored securely and handled in accordance with applicable law, professional obligations, and Section 16.

The Partners shall cause the Partnership's final tax returns, filings, and reports for the period ending on the Dissolution Date, and for any subsequent period during which the Partnership continues for winding-up purposes, to be prepared and timely filed (the "Final Returns"), and the Liquidating Partner shall engage the Accountant or another qualified adviser for that purpose.

The Final Returns shall be consistent with the Final Accounts and with this Agreement. Partner B shall be given a draft of each Final Return at least [number] days before filing, may comment thereon, and the Liquidating Partner shall consider such comments in good faith.

Each Partner shall be responsible for, and shall pay when due, all taxes on his, her, or its share of Partnership income, gains, and distributions, including taxes arising from the distribution of Distributed Assets, as determined under the applicable tax law. The Partnership shall bear only those taxes imposed on the Partnership itself as an entity, which shall be paid as Liabilities under Section 5.

Taxes, penalties, and interest attributable to periods ending on or before the Dissolution Date, including any assessed after the Dissolution Date, shall be borne by the Partners in proportion to their profit-sharing ratio, except to the extent arising from a Partner's own misstatement, omission, or failure to cooperate, which shall be borne by that Partner.

The Partners agree that no representation is made by either of them regarding the tax consequences to the other of the transactions contemplated hereby, and each Partner has obtained, or has had the opportunity to obtain, independent tax advice.

The Liquidating Partner shall request and obtain any tax clearance, closing certificate, or confirmation of deregistration available from the relevant tax authorities. The Partners shall cooperate in responding to any audit, inquiry, or assessment concerning the Partnership and shall promptly notify one another of any such matter.

Each Partner shall be provided, within [number] days after filing, with the information reasonably required to prepare his, her, or its own tax returns, including statements of income and distributions.

Each Partner represents and warrants to the other, as of the Agreement Date and as of the Dissolution Date, that he, she, or it has full power, authority, and legal capacity to enter into and perform this Agreement, which constitutes a valid and binding obligation enforceable in accordance with its terms.

Each Partner represents and warrants that the execution and performance of this Agreement does not conflict with any agreement, order, or law binding on him, her, or it, and that no consent of any third party is required, other than those consents expressly contemplated in this Agreement.

Each Partner represents and warrants that, other than as disclosed in the Final Accounts or in writing before the Agreement Date, he, she, or it has not incurred, authorized, or permitted any Liability on behalf of the Partnership, and has not received any undisclosed payment, distribution, or benefit from or on behalf of the Partnership in breach of the Partnership Agreement.

Each Partner represents and warrants that he, she, or it has not assigned, pledged, or encumbered his, her, or its interest in the Partnership or any Partnership Assets, and that no Person other than the Partners holds any interest in the Partnership.

Each Partner represents and warrants that he, she, or it has disclosed to the other all material information known to him, her, or it concerning the Partnership Assets, Liabilities, claims, disputes, and tax matters, and that, to the best of his, her, or its knowledge, such information is true, complete, and not misleading.

Each Partner represents and warrants that, to his, her, or its knowledge, there is no pending or threatened litigation, investigation, or claim against the Partnership or either Partner relating to the Business, other than as disclosed in writing.

Each Partner acknowledges that he, she, or it has been advised to obtain independent legal, tax, and financial advice, has had a reasonable opportunity to do so, and is entering into this Agreement voluntarily. Each Partner acknowledges that the other Partner has relied on the foregoing representations and warranties, which shall survive the Dissolution Date and the completion of the winding up for [number] years.

Subject to the remaining provisions of this Section and except for the obligations created by or preserved in this Agreement, each Partner, on behalf of himself, herself, or itself and his, her, or its Affiliates, successors, and assigns, hereby irrevocably releases and forever discharges the other Partner and that Partner's Affiliates, heirs, successors, and assigns, from all claims, demands, causes of action, and liabilities of any kind, known or unknown, arising out of or relating to the Partnership, the Partnership Agreement, or the Business, from the beginning of time until the date on which the winding up is completed and the Final Accounts are finally settled (the "Release Date").

The release in this Section shall not extend to: obligations under this Agreement, including the payment of Equalization Payments and contributions to shortfalls; any claim arising from fraud, willful misconduct, or gross negligence; any claim arising from a breach of the representations and warranties in Section 12; any claim relating to a Liability or Asset not disclosed in the Final Accounts or otherwise in writing; or any claim that cannot lawfully be released.

The release shall also not affect rights against third parties, including insurers, nor the rights of third-party creditors against the Partners as provided by law, which shall be dealt with in accordance with Sections 5 and 14.

Each Partner acknowledges that he, she, or it may later discover facts different from or in addition to those now known or believed to be true, and agrees that, subject to the exceptions in this Section, the release shall remain effective in all respects notwithstanding such facts.

Each Partner represents and warrants that he, she, or it has not assigned or transferred any claim released hereby, and covenants not to commence any action or proceeding against the other in respect of any released claim.

If either Partner commences any proceeding in breach of this release, the other Partner may plead this Agreement as a complete defense, and the Partner in breach shall reimburse the other for all reasonable legal fees and costs incurred as a result.

Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partner and his, her, or its Affiliates, heirs, successors, and assigns (the "Indemnified Partner") from and against all losses, liabilities, damages, claims, taxes, penalties, costs, and expenses, including reasonable legal fees (collectively, "Losses"), arising out of or resulting from: any breach by the Indemnifying Partner of any representation, warranty, covenant, or obligation in this Agreement; any act or omission of the Indemnifying Partner outside the scope of his, her, or its authority, or in breach of the Partnership Agreement, or constituting fraud, willful misconduct, or gross negligence; and any Liability not disclosed in the Final Accounts that was incurred by or with the knowledge of the Indemnifying Partner.

Each Partner receiving Distributed Assets shall further indemnify the other Partner from and against all Losses arising from the ownership, use, operation, or disposal of such Distributed Assets after the Transfer Date, and from any Partnership Contract assigned to him, her, or it.

Partnership Liabilities that are not paid from Partnership Assets shall be borne by the Partners in accordance with Section 5. If a third-party creditor recovers from a Partner more than that Partner's share of any Liability, the other Partner shall reimburse the excess to the paying Partner within [number] days after written demand.

The Indemnified Partner shall give the Indemnifying Partner prompt written notice of any third-party claim for which indemnification is sought, provided that delay shall relieve the Indemnifying Partner only to the extent actually prejudiced thereby. The Indemnifying Partner may assume the defense of the claim with counsel reasonably acceptable to the Indemnified Partner, but shall not settle any claim without the Indemnified Partner's prior written consent unless the settlement involves only the payment of money by the Indemnifying Partner and includes a full release of the Indemnified Partner.

The Indemnified Partner shall take reasonable steps to mitigate Losses. No Partner shall be liable for punitive or exemplary damages, except to the extent payable to a third party.

Amounts due under this Section shall be paid within [number] days of written demand accompanied by reasonable supporting documentation, and shall bear interest at [rate] per annum from the due date until payment. The Partners may set off any amount owed under this Section against any amount owed to the Indemnifying Partner under this Agreement, including Reserve releases.

The obligations in this Section shall survive the completion of the winding up and the termination of this Agreement for [number] years, or, in the case of fraud, willful misconduct, or tax matters, until [number] months after the expiry of the applicable limitation period.

For a period of [number] months after the Dissolution Date (the "Restricted Period"), each Partner agrees that he, she, or it shall not, and shall procure that his, her, or its Affiliates do not, directly or indirectly, solicit, induce, or encourage any Client to cease or reduce doing business with the other Partner in any business in which the other Partner subsequently engages, or to engage in business with the soliciting Partner at the expense of the other Partner, by use of Confidential Information or the Partnership's Client relationships.

The restriction in this Section applies only to the active solicitation of Clients and is the sole post-dissolution restriction on competition between the Partners. Nothing in this Agreement restricts either Partner from engaging in any business or profession, including a business similar to the Business, provided that he, she, or it complies with this Section and Section 16.

The restriction shall not prevent: responding to an unsolicited inquiry or approach from a Client, general advertising or marketing not targeted at Clients, or dealing with a Client who has terminated its relationship with the Partnership and independently selected the relevant Partner without solicitation. Nothing herein shall restrict any Client's freedom of choice.

Each Partner acknowledges that Client relationships are an asset of the Partnership, that the restriction is reasonable in scope, duration, and subject matter, and is necessary to protect the legitimate interests of the Partners, particularly as no consideration is being given for goodwill.

If any court or tribunal finds that this restriction is unenforceable as drafted, it shall be enforced to the maximum extent permitted, and the Restricted Period or scope shall be reduced to the minimum extent necessary for its enforceability.

In the event of a breach or threatened breach of this Section, the non-breaching Partner shall be entitled to seek injunctive or other equitable relief, without the need to post bond (to the extent permitted by law) and without proving actual damages, in addition to any other remedy available, including damages and an account of profits.

Each Partner shall hold in strict confidence, and shall not disclose to any Person or use for any purpose other than the winding up of the Partnership and the performance of this Agreement, any Confidential Information, both during the Winding-Up Period and for a period of [number] years after the Dissolution Date. Obligations with respect to trade secrets and personal data shall continue for as long as such information remains confidential or protected by law.

A Partner may disclose Confidential Information to: his, her, or its professional advisers, accountants, insurers, lenders, and prospective acquirers of Distributed Assets, in each case who need to know it and who are bound by duties of confidentiality no less stringent than this Section; and any governmental, tax, or regulatory authority, or court, to the extent required by law or legal process, provided that, where lawful, the Partner shall give the other Partner prompt prior notice and cooperate in seeking protective treatment.

The terms of this Agreement, the Final Accounts, and the circumstances of the dissolution constitute Confidential Information, save as disclosed under Section 9 or as otherwise agreed between the Partners.

Each Partner shall implement reasonable safeguards to protect Confidential Information in his, her, or its possession, including that contained in Client files and Records, and shall promptly notify the other upon becoming aware of any unauthorized access, use, or disclosure.

Upon the written request of a Partner, following the completion of the winding up, the other Partner shall promptly return or destroy all Confidential Information of the requesting Partner in his, her, or its possession, except for that which is required to be retained by law, forms part of the Records, or is included in Distributed Assets allocated to the retaining Partner, and shall certify compliance in writing upon request.

Each Partner acknowledges that a breach of this Section may cause irreparable harm for which damages would be inadequate, and that the non-breaching Partner shall be entitled to seek injunctive relief in addition to other remedies. The obligations in this Section shall survive the termination or completion of this Agreement.

This Agreement and any dispute, controversy, or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, breach, or termination, and any non-contractual obligations arising from it (a "Dispute"), shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict-of-laws principles.

The Partners shall first attempt to resolve any Dispute amicably. Either Partner may give written notice of a Dispute to the other (a "Dispute Notice"), whereupon senior representatives of the Partners shall meet, in person or by video conference, within [number] days after the Dispute Notice, to attempt in good faith to resolve it.

If the Dispute is not resolved within [number] days after the Dispute Notice, the Partners shall refer it to mediation administered by [mediation institution] under its rules then in effect, before a single mediator, with the costs of mediation shared equally. Mediation shall take place in [city].

If the Dispute is not resolved by mediation within [number] days after the commencement of mediation, it shall be finally resolved by binding arbitration administered by [arbitral institution] under its rules then in effect, by [one/three] arbitrator(s) appointed in accordance with such rules. The seat and place of arbitration shall be [city, jurisdiction], and the language of the arbitration shall be English. The award shall be final and binding, and judgment may be entered upon it in any court having jurisdiction.

Matters to be determined by an independent accountant or appraiser under Sections 4 and 6 shall be resolved in accordance with those Sections and not under this Section. Nothing in this Section shall prevent either Partner from seeking urgent injunctive or conservatory relief from the courts of [jurisdiction], which shall have non-exclusive jurisdiction for such purpose, including to enforce Sections 15 and 16.

Unless the arbitral tribunal determines otherwise, the prevailing Partner in any arbitration or court proceeding shall be entitled to recover its reasonable legal fees, costs, and expenses from the other Partner.

The Partners shall continue to perform their obligations under this Agreement pending resolution of any Dispute, except to the extent the subject of the Dispute. The existence and content of any proceeding shall be Confidential Information under Section 16.

This Agreement, together with the Allocation List when executed, constitutes the entire agreement between the Partners regarding the dissolution of the Partnership and supersedes all prior negotiations, understandings, and agreements on that subject, save that the Partnership Agreement shall continue to apply to the extent provided in Section 2.

No amendment, modification, or waiver of this Agreement shall be effective unless made in writing and signed by both Partners. No failure or delay in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any further exercise of that right.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the Partners shall negotiate in good faith to replace the affected provision with a valid provision that achieves, as nearly as possible, the same economic and legal effect.

Neither Partner may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other, except that the rights of a Partner shall pass to his, her, or its heirs, successors, executors, or legal representatives, who shall be bound by this Agreement. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted assigns.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier, or by email with confirmation of transmission, to the addresses set out in the signature section below, or to such other address as a Partner notifies in writing. Notices shall be deemed received upon delivery if by hand or courier, or on the next Business Day after sending if by email.

Each Partner shall, at the request of the other and without further consideration, execute such further documents and take such further actions as may be reasonably necessary to give full effect to this Agreement. Each Partner shall bear his, her, or its own legal, accounting, and other costs in connection with the negotiation and execution of this Agreement, while the costs of the winding up shall be borne as Liabilities in accordance with Section 5.

Neither Partner shall be liable for delay or failure to perform any obligation under this Agreement, other than an obligation to pay money, caused by events beyond his, her, or its reasonable control, provided that such Partner gives prompt notice and uses reasonable efforts to resume performance. Time is of the essence with respect to payments under this Agreement.

This Agreement does not create any rights in favor of any third party, other than the Indemnified Partners as provided in Section 14 and released parties under Section 13. This Agreement may be executed in counterparts, including by electronic signature and exchange of electronic copies, each of which shall be deemed an original and all of which together constitute one instrument.