PARTNERSHIP DISSOLUTION AGREEMENT

PARTNERSHIP DISSOLUTION AGREEMENT

This Partnership Dissolution Agreement (“Agreement”) is entered into on [Date], by and between:

1.XXX LLC, a limited liability company organized under the laws of the state of XXX, with its principal place of business located at XXX, hereinafter referred to as (“Partnership”).

AND

  1. XXX LLC, a XXX Limited Liability Company, with its principal place of business located at XXX.
  2. XXX LLC, a XXX Limited Liability Company, with its principal place of business located at XXX.

Collectively referred to as the “Parties.”

RECITALS:

WHEREAS, the Parties have been members of the Partnership and have made initial capital contributions as set forth in the Operating Agreement of the Partnership, pursuant to XXX Code Section 13.1-1028(5)(a); and

WHEREAS, the Partnership’s Operating Agreement sets forth the initial membership interests of the Parties in the Partnership, as follows:

REALVESTOR GROUP LLC: 40%

VENTURE PROJECT LLC: 30%

RED CIRCLE GROUP LLC: 30%

WHEREAS, the Parties have mutually agreed that XXX LLC seeks to dissolve its share and withdraw from the Partnership due to a change in business direction and goals, as outlined in the attached operating agreement and other partner dissolution/ownership purchase contract. XXXLLC and XXX LLC intend to continue their partnership.

  1. PARTNERSHIP DISSOLUTION:

This Agreement constitutes the formal dissolution of XXX LLC’s share in the Partnership, effective as of [Effective Date], with XXX GROUP LLC being dissolved and withdrawn from the Partnership. XXXLLC shall not be liable for any debts or obligations of the Partnership incurred after this dissolution.

XXX LLC and XXX LLC shall continue their partnership without any changes to their respective ownership percentages and membership interests.

  1. PAYMENT TERMS:

The Parties acknowledge and agree that as part of the dissolution process, any ongoing deals, projects, or financial obligations will be settled in accordance with the terms stipulated in the attached LLC Operating Agreement, including the provisions related to the ownership percentages and membership interest transfer as specified in the Initial Capital Contribution and Membership Interests section of the operating agreement.

Payment obligations shall be allocated among the Parties based on their respective initial membership interests in the Company as follows:

XXX LLC: 40%

XXX LLC: 30%

XXX LLC: 0%

Any payments due shall be made promptly, and no further liability shall be owed by XXX LLC to the other Parties, except as specifically provided for in the attached operating agreement and any related agreements. The Parties further acknowledge that all outstanding financial matters and commitments related to the partnership, including the sale and transfer of membership interests, have been addressed and resolved in accordance with the terms of this dissolution agreement and the referenced operating agreement.

  1. TERMINATION OF THE CONTRACT:

This Agreement is effective upon execution and continues until the dissolution process and related matters are fully resolved.

  1. CONFIDENTIALITY:

During the course of this dissolution agreement, the Parties may have access to and become acquainted with various confidential and proprietary information, including but not limited to financial records, business strategies, customer lists, and other information that is confidential and valuable to each Party (collectively referred to as “Confidential Information”).

The Parties agree to hold all Confidential Information in the strictest confidence. Each Party shall not disclose, reveal, transmit, or otherwise make available any Confidential Information to any third party, nor shall they use Confidential Information for any purpose other than as necessary to fulfill their obligations under this dissolution agreement.

  1. INTELLECTUAL PROPERTY:

The Parties confirm that there are no intellectual property assets owned by the partnership that require protection or resolution as part of this dissolution.

  1. DISPUTE RESOLUTION MECHANISM:

In the event of any disputes arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through mediation. If mediation is unsuccessful in resolving the dispute within [specified timeframe] days, the dispute shall be submitted to arbitration in accordance with the rules of the [specified arbitration organization]. The arbitration award shall be final and binding. Each Party shall bear its own costs and expenses related to the mediation or arbitration process.

  1. GOVERNING LAW AND JURISDICTION:

This Partnership Dissolution Agreement is governed by the laws of the state of Virginia, with jurisdiction and venue for any legal actions in the state or federal courts located in [specified jurisdiction].

  1. ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties with respect to the dissolution of RED CIRCLE GROUP LLC’s share in the Partnership and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

  1. SEVERABILITY:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect.

  1. EXECUTION:

This Agreement is executed by the undersigned Parties on the [date of execution].

IN WHITNESS WHEREOF, the parties hereto have executed this Dissolution Agreement as of the date first above written.

Name: XXX  LLC

By: ___________________________________

Title: __________________________________

Signature: ______________________________

Date: __________________________________

Name: XXX  LLC                    

By: XXX                                   

Title: MEMBER MANAGER                            

Signature: ______________________________

Date: __________________________________

Name:XXX LLC                   

By: XXX                                    

Title: MEMBER MANAGER                            

Signature: ______________________________

Date: __________________________________

 

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