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Partnership Termination Agreement Template for Austria

This document serves as a comprehensive agreement for the formal termination of a partnership under Austrian law. It outlines the terms and conditions for dissolving the partnership, including asset distribution, liability allocation, and post-termination obligations. The agreement complies with Austrian legal requirements, particularly the Austrian Civil Code (ABGB) and Commercial Code (UGB), and includes necessary provisions for registration with the Austrian Company Register. It addresses crucial aspects such as financial settlements, confidentiality obligations, and the handling of ongoing business matters, while ensuring all parties' rights and obligations are clearly defined.

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What is a Partnership Termination Agreement?

A Partnership Termination Agreement is a crucial legal document used when partners decide to formally end their business relationship under Austrian law. This document becomes necessary when partners agree to dissolve their partnership due to various circumstances such as retirement, strategic changes, or mutual agreement to pursue separate ventures. The agreement must comply with Austrian legal requirements, particularly the ABGB and UGB, and requires registration with the Austrian Company Register. It typically includes comprehensive provisions for asset distribution, liability allocation, confidentiality obligations, and post-termination responsibilities. The Partnership Termination Agreement serves as the final binding document between the partners, establishing clear terms for the partnership's dissolution and protecting all parties' interests during and after the termination process.

What sections should be included in a Partnership Termination Agreement?

1. Parties: Identification of all partners and the partnership entity, including registration details

2. Background: Brief history of the partnership, reason for termination, and reference to the original partnership agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date of Termination: Specific date when the partnership will be officially dissolved

5. Settlement of Accounts: Details of final accounting, including profit/loss distribution and capital account settlements

6. Asset Distribution: Comprehensive plan for distribution of partnership assets among partners

7. Liabilities and Debts: Allocation of existing liabilities and process for handling outstanding debts

8. Release and Discharge: Mutual release of claims between partners, except as specifically preserved

9. Confidentiality: Ongoing obligations regarding confidential information

10. Post-Termination Obligations: Continuing duties of partners after dissolution

11. Notices: Process for giving formal notices under the agreement

12. Governing Law: Confirmation of Austrian law governance and jurisdiction

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Partnership Termination Agreement?

1. Intellectual Property Rights: Distribution and future usage rights of partnership IP, used when the partnership owns significant IP assets

2. Non-Compete Provisions: Restrictions on future competitive activities, included when partners agree to post-termination competition limitations

3. Employee Matters: Handling of employment relationships, required when the partnership has employees

4. Client Transition: Process for transitioning or allocating clients, important for service-based partnerships

5. Insurance Matters: Handling of insurance policies and claims, needed when significant insurance coverage exists

6. Tax Matters: Specific tax arrangements and obligations, included when complex tax implications exist

7. Dispute Resolution: Alternative dispute resolution procedures, optional when partners want to specify mediation or arbitration

What schedules should be included in a Partnership Termination Agreement?

1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed distribution

2. Schedule B - Financial Statement: Final balance sheet and profit/loss statement of the partnership

3. Schedule C - Liability Register: List of all known liabilities and their allocation

4. Schedule D - Client List: Distribution of clients between partners (if applicable)

5. Schedule E - Settlement Calculations: Detailed calculations of final settlements between partners

6. Appendix 1 - Required Notices: Ƶ for required notices to authorities, clients, or other stakeholders

7. Appendix 2 - Handover Protocol: Procedure and checklist for physical handover of assets and documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Cancellation Letter

Sector

Sales

Cost

Free to use

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