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PARTNERSHIP TERMINATION AGREEMENT

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THIS PARTNERSHIP TERMINATION AGREEMENT ( the  Partnership Termination Agreement) is made and entered into on this _____________ day of __ ________ _________, 20______ ( the  Partnership Termination Date) by and between ______________ ________, of ______________ ___________________________________ and _______ ________ __________, of _______________________ __________ __________ .

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RECITALS

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WHEREAS, � the Partners have entered into a Partnership Agreement, on the _______________ day of _____________ _______ , __ ____ (the  Partnership Agreement );

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AND WHEREAS, the Partners have hereto decided to terminate the said Partnership Agreement under the terms and conditions as set forth hereunder.

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NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Partners hereby agree as follows :

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1. TERMINATION

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The Partners hereby agree that as of the Partnership Termination Date, the said Partnership Agreement shall stand terminated and thereafter it shall have no future force or effect. Also, the Partners will not be lia ble for any ongoing obligations except for the surviving obligations under the said Partnership Agreement.

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2. SURVIVING OBLIGATIONS

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The Partners shall only remain obligated for any obligations that were intended to survive the expiration of the term of the Partnership A greement as provided therein.

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3 . RELEASE

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The Partners do hereby mutually remise, release and forever discharge each other and the ir respective administrators, executors, representatives, successors a nd assigns , from any and all actions, causes of action, suits, debts, accounts, covenants, dispute s, agreements, promises, damages, judgments, executions, claims, and demands whatsoever in law or in equity that they ever had, now has, or that they or their administrators, executors, representatives, successors and assigns hereafter can or may have, by reason of any act, omission, matter, cause or thing whatsoever occurring at any time prior to the execution of this Partnership Termination Agreement , whether known or unknown, suspected or unsuspected, foreseen or unforeseen .

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4 . NOTICES

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All written notices or other written communications required under this Partnership Termination Agreement shall be deemed properly given when provided to the Partners entitled thereto by personal delivery (including delivery by services such as messengers and airfreight forwarders), by electronic means (such as by electronic mail, telex or facsimile transmission) or by mail sent registered or certified mail, postage prepaid at the following addresses (or to such other address of a party designated in writing by such party to the others):

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All notices given by electronic means shall be confirmed by delivering to the party entitled thereto a copy of said notice by certified or registered mail, postage prepaid, return receipt requested. All written notices shall be deemed delivered and properly received five (5) days after mailing the notice, in the case of written notice given by mail, or upon the earlier of two (2) days after the mailing of the confirmation notice or upon actual receipt of the notice provided by personal delivery or electronic means

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5 . SUCCESSORS & ASSIGNS

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This Partnership Termination Agreement is binding upon each Party, and shall inure to the benefit of each Party to this Partnership Termination Agreement and their respective officers, directors, employees, agents, subsidiaries, parent corporations, affiliated companies, successors, assigns, agents, heirs, and personal representatives.

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6 . ENTIRE AGREEMENT

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This Partnership Termination Agreement constitutes the entire understanding between the Partners hereto as to the termination of the Partnership Agreement and it merges all prior discussions between them relating thereto. � Any amendment or modification to this Partnership Termination Agreement shall be effective only if in writing and signed by each party hereto.

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7 . SEVERABILITY

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In the event that any provision of this Partnership Termination Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Partnership Termination Agreement shall remain in full force and effect without said provision. In such event, the Partners shall in good faith attempt to negotiate a substitute clause for any provision declared invalid or unenforceable, which substitute clause shall most nearly approximate the intent of the Partners in agreeing to such invalid provision, without itself being invalid.

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8 . COUNTERPARTS

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This Partnership Termination Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall together constitute one and the same instrument.

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9 . GOVERNING LAW

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This Partnership Termination Agreement will be governed by and interpreted and construed in accordance with the laws of the State of ___________________ , without regard to conflict of laws principles thereof.

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IN WITNESS WHEREOF, the Partners have executed this Partnership Termination Agreement as of the dates set forth below their respective signatures.

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