DEED OF DISSOLUTION OF PARTNERSHIP (BY SALE OF GOODWILL)

This Deed is made at ... this ... day of ....... between Mr. ......................... residing at ... hereinafter referred to as the Party of the First Part, Mr. B..........................residing at ,.. hereinafter referred to as the Party of the Second Part and Mr. ..................... residing at ... hereinafter referred to as the Party of the Third Part.

WHEREAS -

1. The Parties hereto have been carrying on business in partnership in the name of M/s ... under the Deed of Partnership dated ... entered into by and between the parties.

2. The Parties hereto have decided to dissolve the said partnership and close the business and for the purpose of carrying out the winding up and dissolution of the said partnership the parties have proposed to enter into this Agreement.

NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:-

That the said Partnership carried on in the name of M/s ... under the Deed of Partnership above recited shall be dissolved and shall be deemed to be dissolved as from the day of... and the Partnership business shall be deemed as closed from that date.

The said business as a going concern together with the goodwill and all assets together with the benefit of the tenancy rights in the premises where the business is carried on will be sold to any party who will give the highest offer and for that purpose a public notice will be published in two newspapers one in English language and the other in ... language. Any of the partners hereto will be entitled to give such offer. If necessary the sale will be effected through an Auctioneer to be appointed by mutual consent of all the parties hereto.

All the admitted debts and liabilities of the partnership will be paid out of the net sale proceeds of the said business with goodwill and the balance if any will be distributed among the parties hereto in proportion to their shares in the net profits under the said Deed of Partnership. If the said net sale proceeds are not sufficient to pay all debts and liabilities, the balance of such debts and liabilities will be paid by the parties hereto in the said proportion.

In respect of such of the debts and liabilities of the Firm which are not admitted by the partnership the parties hereto shall defend any suit or other legal proceedings if any taken by any creditor of such debts or liabilities and in the event of the partnership being held liable, the said liability will be shared and paid by the parties hereto in the same proportion. All the costs of such legal proceedings will be shared by the parties in the same proportion.

All outstanding amount due and payable to the Firm will be recovered from the persons liable to pay the same and shared and distributed in the same proportion as mentioned above. If any suit or other legal proceedings are required to be taken to recover any debt or other amount due to the Firm, the same will be taken in the joint names of the partners hereto or in the name of any of them and the other parties will execute a power of attorney in his favor empowering him to do all acts and things required to prosecute such legal proceedings. All recoveries made through such proceedings less the costs incurred of and incidental thereto will be distributed among the parties hereto in equal shares.

A complete account of the business of the partnership including that of the assets, outstanding. debts and liabilities and withdrawals made by any of the parties, loans advanced by any of them etc. will be got prepared through a Chartered Accountant and a statement of Balance Sheet and Profit & Loss Account will be made and the same, as certified by the Chartered Accountant will be accepted as final and binding on the parties.

The Parties will be entitled to plead before the Chartered Accountant as to his contentions or claims, if as a result of such account any party hereto is found liable to pay to the other others any amount, the same will be paid by him forthwith and till payment it will be a charge on his shares in the assets and goodwill of the said Firm.

The Parties agree to give full cooperation to each other in carrying out the terms of this agreement. Each of the Parties agree with the others that until the said business is sold as a going concern as aforesaid, or otherwise disposed of, he will not, without the consent of the others directly or indirectly carry on the same business in the name of the said Firm or otherwise and he will, if so required by the assignee of the said business and its goodwill, covenant with the assignee that he will not during the period of ... years from the date of assignment directly or indirectly carry on or be concerned with or interested in the said business purchased and carried by the assignee within a radius of... kilometers from the present place of business alone or jointly with or as a director or employee of any other person, firm or company.

The Bank account in the name of the Firm with ... Bank will be continued to be operated and all recoveries made and all debts and liabilities paid will be credited and debited to the said account. All other Bank accounts will be closed and the moneys to the credit of those accounts will be credited to the first mentioned account.

Each party hereto agrees to mutually release the others from all proceedings, accounts, claims and demands in respect of the said partner ship but without prejudice to any rights and claims and demands and remedies in respect thereof by one against the other.

A notice will be published in at least two or three newspapers that the business of the Firm is closed and the partnership is in the course of dissolution.

In the event of any dispute arising between the parties in the course of the dissolution, the same will be referred to arbitration of a common arbitrator if agreed upon or to two or more arbitrators, each party to the dispute appointing his arbitrator and the arbitration will be governed by the Arbitration Act for the time being in force.

IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written.

Signed and delivered by the within named Mr. ............... in the presence of…………………..

Signed and delivered by the within named Mr. ....................... in the presence of

Signed and delivered by the within named Mr. .......................... in the presence of