������Ƶ

1. Parties: Identification and details of all partners involved in the separation

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

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

4. Effective Date of Separation: Specific date when the separation takes effect and its implications

5. Division of Partnership Assets: Detailed breakdown of how partnership assets will be distributed among partners

6. Treatment of Liabilities: Allocation of existing partnership debts and liabilities

7. Financial Settlement: Terms of any financial payments between partners, including payment schedule

8. Tax Matters: Handling of tax obligations and responsibilities post-separation

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Release and Indemnification: Mutual release of claims and indemnification provisions

11. Dispute Resolution: Process for resolving any disputes arising from the separation

12. Governing Law: Confirmation of Philippine law as governing law and jurisdiction

13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices

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

2. Schedule B - Liability Schedule: Comprehensive list of partnership liabilities and their allocation

3. Schedule C - Payment Schedule: Details of any financial settlements including payment amounts and dates

4. Schedule D - Client List: List of clients and their allocation between partners

5. Schedule E - Intellectual Property Register: Inventory of IP assets and their disposition

6. Appendix 1 - Original Partnership Agreement: Copy of the original partnership agreement being terminated

7. Appendix 2 - Valuation Reports: Any professional valuations obtained for partnership assets

8. Appendix 3 - Tax Clearances: Relevant tax clearances and certificates from Philippine authorities