Agreement made this ___day of......... by and between ..........hereinafter described as the First Partner and......, hereinafter described as the Second Partner.
In consideration of the sum of One Dollar, paid by each of the parties hereto to the other, receipt whereof is hereby acknowledged, and in further consideration of the mutual promises, covenants and agreements herein contained, it is hereby agreed by and between the parties hereto as follows:
1. The copartnership existing between the parties hereto under the name of...........pursuant to the partnership agreement dated........... is hereby terminated and is to be liquidated as of the close of business on the day first above written. No further business or obligations on behalf of said copartnership shall be transacted or incurred by either of the parties hereto excepting for the purposes of carrying out said liquidation.
2. Said First Partner hereby sells, assigns, transfers and sets over unto said Second Partner all his right, title and interest in and to, and in relation to, all property of every kin, name and nature and wherever situated of said copartnership, excepting the following:
(a) The commercial paper of said copartnership either on hand or out on option and any sums owing to said copartnership other than the Liberty Bonds hereinafter mentioned:
(b) Cash on hand or on deposit.
(c) The lease of the offices of said copartnership at........,
3. In the copartnership accounting, on winding up its affairs, said Second Partner is to be debited with the furniture and $........face value of 4 per cent United States Liberty-Bonds, all at the cost price thereof as shown by the books of said copartnership.
4. There shall be no distribution among the parties hereto as such partners of cash of said copartnership until all liabilities thereof, other than on said lease, are settled, and said commercial paper and sums due said copartnership mentioned in subdivision (a) of paragraph 2 hereof have been either sold at prices mutually agreed upon or collected. When all liabilities of said copartnership, other than on said lease, have been paid, distribution of funds on hand shall be made to said First Partner on account of his capital account in said copartnership until his capital therein is reduced to an amount equal to the capital account of said Second Partner in said copartnership. The foregoing provisions of this paragraph, however, shall not apply to the assets of said copartnership which on the date hereof are to become the property of said Second Partner as aforesaid. After all liabilities of said copartnership have been paid or liquidated there shall be an accounting and final distribution among the parties hereto.
5. On and after the...............no check on any bank account of the said copartnership shall be drawn by either party hereto without the countersignature of the other party hereto.
6. This agreement shall bind and inure to the benefit of the parties hereto, their respective executors, administrators and assigns.
In Witness Whereof each of said parties has hereunto set his hand and seal, in duplicate, the day and year first above written.