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DISSOLUTION AGREEMENT

between

and

..

and

..

1.

BACKGROUND

1.1

,
and
(the Partners)
have been associated together as partners in terms of an agreement entered into
on
at
.

1.2

The Partners have terminated their association with each other as on certain terms
and conditions which are not consistent with the partnership agreement, and
therefore consider it necessary to record in writing the terms and conditions of the
dissolution of their association together, as hereinafter set out.

CONFLICT WITH PARTNERSHIP AGREEMENT

It is specifically recorded that to the extent that the provisions of this agreement vary,
alter or modify the terms and conditions of the partnership agreement, the provisions of
this agreement shall prevail.

EFFECTIVE DATE
Notwithstanding the date of signature of this agreement or that any provisions requiring
implementation have not yet been implemented, the effective date of this agreement
shall be deemed to be the close of business on
, from which date all
rights, risks and benefits in and to the interest in the partnership shall pass to

4
4.1

RETIREMENT FROM THE PARTNERSHIP

It is recorded that the percentage interests of the parties in the partnership are
presently as follows:

4.1.1

- 00%;

4.1.2

- 00%;

4.1.3

- 00%;

4.2

With effect from the effective date,

retired from the partnership,
which was forthwith reconstituted by the remaining partners and the remaining
partners have undertaken to pay to
his/their capital account/s as
at the effective date, which is recorded to be, subject to the provisions of clause 7
below, the sum of R
. It is recorded that the remaining partners are
jointly liable for the obligations to
in terms hereof in their
percentage interests in the Partnership at the effective date.
REPAYMENT OF CAPITAL ACCOUNT
Subject to clauses 7 and 8 below, the remaining partners shall repay to
his/their capital account/s in the amount of R
in the following
manner:

5.1
5.2

on or before

the balance of R
in
equal monthly instalments,
commencing on
and thereafter on the first day of each and
every succeeding month, provided that should any one instalment not be paid on
due date and remain unpaid for a period of 7 days from date of receipt by the
remaining partners of a written notice calling upon them to make such payment,
then the full balance of the capital account price then owing shall become
immediately due and payable.
ADJUSTMENTS TO

CAPITAL ACCOUNT

The amount standing to the credit of

capital account/s will be reflected in the
financial statements of the partnership drawn as at the effective date, but will thereafter
be adjusted pro rata to
interest in the partnership pursuant to the
following:
6.1

Adjustments arising out of any over/under provision for bad and doubtful debts as
reflected in the financial statements for the year ended
.

6.2

Any and all legal and/or accounting expenses incurred by the partnership relating
to this dissolution agreement.

ADJUSTMENTS TO PERIOD OF PAYMENT OF

PURCHASE PRICE OF CAPITAL ACCOUNT
Should any of the remaining partners retire whilst any portion of the capital account
remains unpaid, then, although the quantum of the capital account/s shall not be
reduced, the amount of each of the remaining instalments shall be reduced by 50% and
the time period for payment extended accordingly.

RESTRAINT OF TRADE
undertakes unto and in favour of the remaining partners that he will not :

8.1

for a period of

8.2

within

from the effective date; and

,

either directly or indirectly, carry on any business in competition with the business
carried on by the partnership as at the effective date.
9

DISPUTES
Should there be a dispute between the parties hereto in regard to:

9.1

the interpretation of; or

9.2

the effect of; or

9.3

the carrying out of; or

9.4

any other matter arising directly or indirectly out of,

this agreement, such dispute shall be referred for determination to a senior partner of
the firm of chartered accountants who are then the auditors to the partnership's
business. Such senior partner shall, in making his determination :

9.5

be entitled to consider representations from the parties in such manner as he

deems appropriate;

9.6

be entitled to take into account the background and surrounding circumstances

existing at the time of conclusion of this agreement; and

9.7

act as expert and not arbitrator and his decisions shall be final and binding on the
parties.

10

INDEMNITY
The remaining partners hereby jointly indemnify
against any claim
that may be made against him arising out of any guarantee or suretyship which he/they
together with the remaining partners may have furnished to
for and on behalf of the partnership.

11
11.1

DOMICILIUM
For all the purposes of this agreement or with regard to any matter arising hereout
or in connection herewith, the parties hereby choose the following addresses as
their respective domicilia citandi et executandi :

11.1.1

at :

11.1.2

at :

11.1.3

at:

11.2

Any party shall be entitled by notice in writing to the other parties to change its
domicilium as set out above to an address within the Republic of South Africa
which is not a post office box or poste restante.

11.3

Any notice which may be required to be given to a party to this agreement shall be
sent to such party's address as set out above, or duly altered from time to time,
and shall :

11.3.1

be delivered by hand, in which event it shall be deemed to have been received

on the date of delivery; or

11.3.2

sent by prepaid registered post, in which event it shall be deemed to have

been delivered and received on the 5th business day after posting, including
the day of posting.

11.4

12

Notwithstanding anything to the contrary herein contained, a written notice or

communication actually received by a party shall be adequate written notice or
communication to it, notwithstanding that it was not sent to or delivered at its
chosen domicilium citandi et executandi.
GENERAL

12.1

The parties undertake to do all such things, perform all such acts and take all such
steps and procure the doing of all such things, performance of all such acts and the
taking of all such steps as may be necessary, incidental or conducive to the
implementation of the terms and conditions of this agreement.

12.2

No variation of the terms and conditions of this agreement shall be of any force or
effect unless reduced to writing and signed by the parties or their duly authorised
agents.

12.3

This agreement constitutes the sole and exclusive agreement between the parties
with regard to the matters dealt with in this agreement , and no warranties,
representations or other terms and conditions of whatsoever nature not expressly
recorded herein, shall be of any force or effect.

12.4

No indulgence, extension of time, relaxation or latitude which any party ("the

grantor") may show, grant or allow to any other party ("the grantee") shall
constitute a waiver by the grantor of any of its rights and the grantor shall not
thereby be prejudiced or stopped from exercising any of its rights against the
grantee which may have then already arisen or which may thereafter arise.

THUS DONE AND SIGNED BY THE RESPECTIVE PARTIES AS FOLLOWS:

_______________________
NAME
Place:
Date:

_________________________
NAME
Place:
Date:

_________________________
NAME
Place:
Date: