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# Freeze-Out Agreement
**This Freeze-Out Agreement ("Agreement")** is made and entered into as of the ___ day of __________, 20___, by and between the following parties:
**Party A:**
Name: __________________________
Address: ________________________
Email: __________________________
**Party B:**
Name: __________________________
Address: ________________________
Email: __________________________
**Collectively referred to hereinafter as the "Parties".**
## RECITALS
WHEREAS, the Parties are involved in a business venture known as _______________________ ("Business"); and
WHEREAS, certain events or circumstances have arisen that necessitate the execution of this Agreement to effectuate a freeze-out of one or more parties involved in the Business; and
WHEREAS, the Parties wish to outline clearly their commitments and the consequences of said freeze-out in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the Parties hereby agree as follows:
## 1. DEFINITIONS
1.1 **"Freeze-Out"** means the removal of a party from the Business under the terms set forth in this Agreement.
1.2 **"Equity"** refers to the ownership interests held by each Party in the Business as of the effective date of this Agreement.
## 2. FREEZE-OUT TERMS
2.1 **Trigger Events:**
The Parties agree that the following events shall trigger a Freeze-Out:
- [ ] Failure to meet capital contributions as agreed.
- [ ] Violation of fiduciary duties.
- [ ] Material misrepresentation in connection with the Business operations.
- [ ] Other: ____________________________________.
2.2 **Process:**
Upon the occurrence of a Trigger Event, the following process shall be followed:
- The affected Party shall provide written notice to the other Party detailing the basis for the Freeze-Out.
- The Parties shall have ___ days to negotiate a resolution.
- If no resolution is reached, a Freeze-Out shall be initiated with the affected Party's equity being subject to buyout under the terms outlined in Section 3.
## 3. BUYOUT TERMS
3.1 **Valuation of Equity:**
The valuation of the affected Party’s equity will be conducted by an independent appraiser, mutually agreed upon by the Parties.
3.2 **Buyout Payment:**
The non-affected Party shall pay the affected Party a sum equivalent to the valued equity, payable as follows:
- [ ] In full within ___ days after appraiser's report completion.
- [ ] Installments: [Details of payment plan].
- [ ] Other terms: ____________________________________.
## 4. CONFIDENTIALITY
4.1 **Obligation of Confidentiality:**
The Parties agree to keep confidential all proprietary and confidential information related to the Business and agree not to disclose such information to any third party without prior written consent from the other Party.
## 5. MISCELLANEOUS
5.1 **Governing Law:**
This Agreement shall be governed by and construed in accordance with the laws of the State of ___________.
5.2 **Amendment:**
This Agreement may only be amended in writing signed by both Parties.
5.3 **Notice:**
Any notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email to the addresses set forth above.
5.4 **Entire Agreement:**
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether written or oral.
IN WITNESS WHEREOF, the Parties hereto have executed this Freeze-Out Agreement as of the date first written above.
_________________________
**Party A**
Signature: ___________________________
Print Name: _________________________
_________________________
**Party B**
Signature: ___________________________
Print Name: _________________________
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