EXHIBIT 10.24
SEPARATION AGREEMENT AND RELEASE OF CLAIMS
THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS ("Agreement") is made between
XXXX XXXXXXX ("Xxxxxxx") and ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. and all of
its subsidiaries and affiliated companies (collectively hereafter "ESW" or "the
Company") and shall become effective on the Effective Date as set forth herein.
RECITALS
WHEREAS, Kolaric has been retained by ESW as a consultant pursuant to an
Agreement dated December 1, 2004 (the "Consulting Agreement"), and further
Kolaric was nominated to and subsequently elected to serve as a member of the
Company's Board of Directors on June 23, 2005 and is currently serving as such
;and
WHEREAS, the parties hereto desire to end these relationships, and to settle,
fully, finally and amicably, all claims against each other, including, but not
limited to the termination of these Agreements.
NOW, THEREFORE, in order to provide said benefits and, in consideration of the
mutual promises, covenants and representations set forth below and other good
and valuable consideration, the parties agree as follows:
1. RELINQUISHMENT OF POSITIONS
Pursuant to this Agreement, Kolaric acknowledges that the Consulting Agreement
with the Company has terminated effective as of October 5, 2006 (the
"Termination Date"). Further, Kolaric agrees to voluntarily resign as a director
of the Company effective February 1, 2007. (the "Resignation Date").
2. PAYMENT OF GOOD AND VALUABLE CONSIDERATION
a. Following the execution of this Separation Agreement and Release of
Claims (the "Separation Agreement") the Company or a subsidiary of the Company
will in accordance with the Consulting Agreement and this Separation Agreement,
will pay Kolaric monetary payments totaling $100,000 USD. Payments are to be
made in accordance with SCHEDULE A annexed hereto.
b. It is expressly understood that the payments made under this
Agreement constitute good and valuable consideration on the part of the Company
in satisfaction of any obligations under the Consulting Agreement and for the
release and satisfaction of any and all claims Kolaric may have against the
Company both under his Consulting Agreement and or from his service as a
director of the Company from the beginning of time until the Resignation Date as
defined in this Agreement. It is further understood that ESW will have no right
of setoff to its payment obligations under this Agreement, and that this
Agreement is irrevocable, non-cancelable and is not subject to early termination
for any reason whatsoever.
c. Notwithstanding anything to the contrary in this Agreement, the
Company's Stock Option Plan (the "Plan") or any other option plans or option
agreements under which Kolaric may have received options, nothing herein shall
prevent Kolaric from exercising any vested options pursuant to the Company's
applicable stock option plans with the term to exercise all options expiring at
the end of the term as provided for under the specific option(s) or eighteen
(18) months from the Resignation Date, whichever is the longer.
d. All valid and supported expenses incurred by Kolaric, prior to the
Resignation Date as reflected on SCHEDULE B to this Agreement, will be paid by
the Company concurrent with the effective date of this Separation Agreement.
e. In the event that Kolaric should die or become incapacitated, all
payments being made to Kolaric under this Separation Agreement, will be paid in
accordance with the terms of this Agreement, to Kolaric's Estate or his duly
appointed personal representative as the case may be.
f. All payments made by the Company, under this Agreement, shall be
forwarded to an address so designated in writing by Kolaric or his legal
counsel, from time to time.
g. The Company will assist Kolaric in the filing of any and all
beneficial ownership reports required to be filed, pursuant to the Securities
Exchange Act of 1934, as amended.
h. All payments made to Kolaric under this Agreement including the
issuance of Common Stock will be reported appropriate taxing authorities as
required.
3. INDEMNIFICATION AGAINST CLAIMS
Except in cases of fraud or gross negligence, ESW agrees to indemnify and hold
Kolaric harmless from any liability, claims, demands, costs, expenses and
attorneys' fees incurred by him as a result of any actions by him in the course
of his services as a Director of the Company to the extent other directors would
be so indemnified pursuant to applicable law. ESW further agrees to use its best
efforts to provide continued insurance coverage for Kolaric under the Company's
director and officer liability insurance policy, otherwise known as tail
insurance for a minimum period of three (3) years from the Resignation Date.
4. NON-DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION
Kolaric understands and agrees that, in the course of his association with ESW,
he has acquired confidential information and trade secrets concerning the
operations of ESW and its future plans and methods of doing business, which
information Kolaric understands and agrees would be damaging to ESW if disclosed
to a competitor or made available to any other person or corporations. Kolaric
understands and agrees that such information either has been developed by him or
divulged to him in confidence, and he understands and agrees that he will keep
all such information secret and confidential. Furthermore, Kolaric agrees that,
on or before the Effective Date of this Agreement, he will turn over to ESW all
Company confidential files, records, and other documents. In addition, Kolaric
will return all property in his possession owned by ESW.
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5. NON-SOLICITATION
Kolaric further agrees that he will not solicit or participate or assist in any
way in the solicitation of any employee at ESW for employment by any other
company. However, Kolaric will not violate this provision if said employee
pursues a position with Kolaric's future employer or Company that Kolaric is
associated with, without any encouragement or involvement direct or indirect of
Kolaric.
6. NO OTHER CLAIMS
Kolaric represents and warrants that he has not filed against ESW or any of its
representatives, any claim, complaint, charge or suit, with any federal, state
or other agency, court, board, office or other forum or entity as of the
Effective Date.
7. GENERAL RELEASE
a. As a material inducement to ESW to enter into this Agreement,
Kolaric, on behalf of himself and his heirs, executors, administrators,
successors and assigns, does hereby irrevocably and unconditionally release,
acquit and forever discharge ESW, and its divisions, subsidiaries, affiliates
and all owners, stockholders, predecessors, successors, assigns, agents,
directors, officers, employees, representatives, and attorneys, acting by,
through, under or in concert with ESW or any parent, subsidiary or related
entity, from any and all charges, complaints, grievances, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), of any nature whatsoever, known or
unknown, suspected or unsuspected, joint or several, which Kolaric has had or
may hereafter claim to have had, against ESW by reason of any matter, act,
omission, cause or event whatever from the beginning of time to the Resignation
Date ("Claims"); other than those obligations set forth in this Agreement.
Kolaric acknowledges that the consideration given for this waiver and release
Agreement is in addition to anything of value to which Kolaric was already
entitled. Kolaric further acknowledges that he has been advised by this writing
that: (a) he should consult with an attorney PRIOR to executing this Agreement;
(b) he has twenty-one (21) days within which to consider this Agreement; (c) he
has seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; (d) this Agreement shall not be effective until after the
revocation period has expired. In the event Kolaric signs this Agreement and
returns it to the Company in less than the 21-day period identified above,
Kolaric hereby acknowledges that he has freely and voluntarily chosen to waive
the time period allotted for considering this Agreement.
b. As a material inducement to Kolaric to enter into this Agreement,
and except in cases of fraud or gross negligence, ESW, and its divisions,
subsidiaries, affiliates and all predecessors, successors, assigns and agents,
to the extent permissible by law, do hereby irrevocably and unconditionally
release, acquit and forever discharge Kolaric, from any and all charges,
complaints, grievances, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including attorneys' fees and costs actually
incurred), of any nature whatsoever, known or unknown, suspected or unsuspected,
joint or several, which ESW has had or may hereafter claim to have had, against
Kolaric by reason of any matter, act, omission, cause or event whatever from the
beginning of time to the Resignation Date ("Claims"); other than those
obligations of Kolaric set forth in this Agreement.
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This release and waiver of Claims specifically includes, but without limiting
the foregoing general terms, the following: Any and all Claims which might have
been asserted by Kolaric in any suit, claim, or charge, for or on account of any
matter or things whatsoever that has occurred up to and including the date of
this Agreement, under any and all laws, statutes, orders, regulations, or any
Claim in contract or tort.
8. RELEASE OF UNKNOWN OR UNSUSPECTED CLAIMS
Except as stated herein, for the purpose of implementing a full and complete
release and discharge of the parties hereto, Kolaric expressly acknowledges that
this Agreement is intended to include in its effect, without limitation, all
Claims which the parties have against one another but do not know or suspect to
exist in their favor at the time of execution hereof, which if known or
suspected by them would materially affect their decision to execute this
release.
9. FUTURE LITIGATION OR ANTICIPATED LITIGATION
Kolaric agrees that he shall make himself reasonably available to the Company
and its counsel to assist in, cooperate with or otherwise testify in connection
with any litigation where his participation or assistance is needed or required
by law. ESW agrees that it shall make its employees and directors reasonably
available to Kolaric and his counsel to assist in, cooperate with, or otherwise
testify in connection with any litigation where its participation or assistance
is needed or required by law.
10. NONDISPARAGEMENT
Kolaric agrees that he will not disparage ESW, and its officers, directors or
employees. ESW's officers and directors agree that they will not disparage
Kolaric.
11. OTHER RELIEF
The parties agree that any dispute, controversy or claim between the parties
arising out of, or relating to this Agreement, or any breach or asserted breach
thereof, shall be determined and settled by arbitration in accordance with the
rules of the American Arbitration Association in effect at the time the
arbitration commences. The prevailing party in such arbitration shall be
entitled to its reasonable costs and expenses (including reasonable attorneys'
fees) in such arbitration as part of the award. Judgment on the award may be
entered in any court having jurisdiction thereof, and the parties specifically
reserve all rights to appeal such judgment as if it were rendered in a court of
law.
12. DISCLOSURE OF SEPARATION
ESW shall file the appropriate report with the Securities and Exchange
Commission (the "SEC") concerning Kolaric's resignation. Kolaric acknowledges
that said filing with the SEC is required and consents to same.
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13. BINDING AGREEMENT
This Agreement shall be binding upon Kolaric and ESW and their respective heirs,
administrators, representatives, executors, successors and assigns and shall
inure to the benefit of the parties hereto and their representatives, and each
of them, and to their heirs, administrators, representatives, executors,
successors and assigns.
14. ATTORNEY'S FEES
Each party agrees to pay its own costs and attorneys' fees incurred in achieving
the settlement and release of this matter. If any party defaults under the terms
of this Agreement, and the other party employs an attorney to enforce or
interpret the terms of this Agreement, or to obtain a declaration of rights
under this Agreement, whether or not legal proceedings are commenced, then such
other party shall be entitled to recover from the defaulting party all
attorneys' fees, costs and expenses incurred. If a party commences an action
against the other to enforce or interpret the terms of this Agreement, or to
obtain a declaration of rights under this Agreement, the prevailing party shall
be entitled to all attorneys' fees, costs and expenses incurred in such action
or any appeal or enforcement of such action.
15. NON-RELIANCE
Other than as expressly set forth in this Agreement, Kolaric and ESW represent
and acknowledge that in executing this Agreement they did not rely upon and they
have not relied upon any representation nor statement made by any of the parties
hereto or by any of their agents, representatives or attorneys with regard to
the subject matter, basis or effect of this Agreement or otherwise.
16. AGREEMENT OBLIGATES, EXTENDS AND INURES
The provisions of this Agreement shall be deemed to obligate, extend and inure
to the benefit of the legal successors, assigns, transferees, grantees, heirs,
shareholders, officers and directors of each signatory party hereto, and to
those who may assume any or all of the above-described capacities subsequent to
the execution and Resignation Date of this Agreement.
17. NON-ADMISSION OF LIABILITY
This Agreement shall not in any way be construed as an admission by ESW that it
has acted in any manner in violation of the common law or in violation of any
federal, state or local statute or regulation.
18. METHOD OF EXECUTION
This Agreement may be executed in counterparts and each counterpart shall be
deemed a duplicate original.
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19. APPLICABLE LAW
This Agreement is deemed to have been made and entered into in the State of
Florida and shall in all respects be interpreted, enforced and governed under
the laws of said State. The language of all parts of this Agreement shall in all
causes be construed as a whole, according to its fair meaning, and not strictly
for or against any of the parties.
20. SEVERABILITY
The provisions of this Agreement are severable, and should any provision of this
Agreement be declared or be determined by any arbitrator or court to be illegal
or invalid, any such provision shall be stricken, and the validity of the
remaining parts, terms or provisions shall not be affected.
21. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the parties and fully
supersedes any and all prior agreements or understandings between the parties
pertaining to the same subject matter, further, this Agreement may not be
changed except by explicit written agreement by the parties hereto.
22. NOTICES
All notices under this Agreement are to be in writing and delivered by overnight
courier and are deemed effective upon receipt. If to:
Company:
Environmental Solutions Worldwide, Inc.
000 Xxxxxx Xxxxxxxx
Xxxxxxx X0X 0X0
Xxxxxx
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
If to Kolaric:
00000 Xxxxxx Xxxxxxx Xx.
Xxxxxxx Xxxxxxx X0X 0X0
Xxxxxx
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The parties further acknowledge that this Agreement has been entered into
without fraud, duress, undue influence or mistake, and that upon the Resignation
Date (as defined herein), that this Agreement is not subject to rescission.
SIGNATURES
Date: By: Xxxx Xxxxxxx
---------------- -------------------------
Date: ________________ Environmental Solutions Worldwide, Inc.
[Signature Page to ESW - Kolaric Consulting and Director Separation Agreement]
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Exhibit A
Payment Schedule
Payment # 1 - $33,333.00 USD to be made within one (1) business day of the
execution of the Separation Agreement and Release of Claims to which this
Schedule forms a part thereof.
Payment # 2 - $33,333.00 USD to be made on or before the fifteenth business day
of February 2007.
Payment #3 - $33,334.00 USD to be made on or before the last business day of
March 2007.
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Exhibit B
EXPENSES
Xxxx Mobility ..................... 379.82
Gasoline .......................... 105.00
Lunch ............................. 48.37
Etr toll (4 Month) ................ 240.84
Xxxx satellite .................... 35.24
--------------
TOTAL EXPENSES 809. 27 Can. $
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SEPARATION AGREEMENT AND RELEASE OF CLAIMS
THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS ("Agreement") is made between
XXXX XXXXXXX ("Xxxxxxx") and ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. and all of
its subsidiaries and affiliated companies (collectively hereafter "ESW" or "the
Company") and shall become effective on the Effective Date as set forth herein.
RECITALS
WHEREAS, Kolaric had been retained by ESW as an Executive Officer pursuant to an
Agreement dated December 1, 2004 (the "Employment Agreement"), which was
terminated by the Company effective October 5, 2006;
WHEREAS the parties hereto desire to set forth the terms of the cessation of
this relationship, and to settle, fully, finally and amicably, all claims
against each other, including, but not limited to the termination of the
Agreement.
NOW, THEREFORE, in order to provide said benefits and, in consideration of the
mutual promises, covenants and representations set forth below and other good
and valuable consideration, the parties agree as follows:
1. CONFIRMATION OF CESSATION OF EMPLOYMENT AGREEMENT AND RELINQUISHMENT OF
POSITION
Pursuant to this Agreement, Kolaric agrees that his position as Chief Executive
Officer of the Company pursuant to the Employment Agreement ended effective as
of October 5, 2006 and that any other employment position he held with the
Company also ended as of October 5, 2006 (the "Effective Date").
2. PAYMENT OF GOOD AND VALUABLE CONSIDERATION
a. Following the execution of this Separation Agreement and Release of
Claims (the "Separation Agreement") the Company will pay Kolaric the sum of ten
($10.00) USD representing good and valuable consideration.
b. Notwithstanding anything to the contrary in this Agreement, the
Company's Stock Option Plan (the "Plan") or any other option plans or option
agreements under which Kolaric may have received options, nothing herein shall
prevent Kolaric from exercising any vested options pursuant to the Company's
applicable stock option plans with the term to exercise all options expiring at
the end of the term as provided for under the specific option(s).
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c. The Company will assist Kolaric in the filing of any and all
beneficial ownership reports required to be filed, pursuant to the Securities
Exchange Act of 1934, as amended.
d. All payments made to Kolaric under this Agreement including the
issuance of Common Stock will be disclosed to appropriate tax authorities as
necessary.
3. INDEMNIFICATION AGAINST CLAIMS
Except in cases of fraud or gross negligence, ESW agrees to indemnify and hold
Kolaric harmless from any liability, claims, demands, costs, expenses and
attorneys' fees incurred by him as a result of any actions by him in the course
of his services as an Officer of the Company to the extent other officers would
be so indemnified pursuant to applicable law. ESW further agrees to use its best
efforts to provide continued insurance coverage for Kolaric under the Company's
director and officer liability insurance policy, otherwise known as tail
insurance for a minimum period of three (3) years from the Resignation Date.
4. NON-DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION
Kolaric understands and agrees that, in the course of his association with ESW,
he has acquired confidential information and trade secrets concerning the
operations of ESW and its future plans and methods of doing business, which
information Kolaric understands and agrees would be damaging to ESW if disclosed
to a competitor or made available to any other person or corporations. Kolaric
understands and agrees that such information either has been developed by him or
divulged to him in confidence, and he understands and agrees that he will keep
all such information secret and confidential. Furthermore, Kolaric agrees that,
on or before the Effective Date of this Agreement, he will turn over to ESW all
Company confidential files, records, and other documents. In addition, Kolaric
will return all property in his possession owned by ESW.
5. NON-SOLICITATION
Kolaric further agrees that he will not solicit or participate or assist in any
way in the solicitation of any employee at ESW for employment by any other
company. However, Kolaric will not violate this provision if said employee
pursues a position with Kolaric's future employer or Company that Kolaric is
associated with, without any encouragement or involvement direct or indirect of
Kolaric.
6. NO OTHER CLAIMS
Kolaric represents and warrants that he has not filed against ESW or any of its
representatives, any claim, complaint, charge or suit, with any federal, state
or other agency, court, board, office or other forum or entity as of the
Effective Date.
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7. GENRAL RELEASE
a. As a material inducement to ESW to enter into this Agreement,
Kolaric, on behalf of himself and his heirs, executors, administrators,
successors and assigns, does hereby irrevocably and unconditionally release,
acquit and forever discharge ESW, and its divisions, subsidiaries, affiliates
and all owners, stockholders, predecessors, successors, assigns, agents,
directors, officers, employees, representatives, and attorneys, acting by,
through, under or in concert with ESW or any parent, subsidiary or related
entity, from any and all charges, complaints, grievances, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), of any nature whatsoever, known or
unknown, suspected or unsuspected, joint or several, which Kolaric has had or
may hereafter claim to have had, against ESW by reason of any matter, act,
omission, cause or event whatever from the beginning of time to the Resignation
Date ("Claims"); other than those obligations set forth in this Agreement.
Kolaric further acknowledges that he is waiving and releasing any rights he may
have under the Age Discrimination in Employment Act of 1967 ("ADEA") and that
this waiver and release is knowing and voluntary. Kolaric agrees that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Kolaric acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Kolaric was already entitled. Kolaric further
acknowledges that he has been advised by this writing that: (a) he should
consult with an attorney PRIOR to executing this Agreement; (b) he has -----
twenty-one (21) days within which to consider this Agreement; (c) he has seven
(7) days following the execution of this Agreement by the parties to revoke the
Agreement; (d) this Agreement shall not be effective until after the revocation
period has expired; and (e) nothing in this Agreement prevents or precludes
Kolaric from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs for doing so, unless specifically authorized by
federal law. In the event Kolaric signs this Agreement and returns it to the
Company in less than the 21-day period identified above, Kolaric hereby
acknowledges that he has freely and voluntarily chosen to waive the time period
allotted for considering this Agreement.
b. As a material inducement to Kolaric to enter into this Agreement,
and except in cases of fraud or gross negligence, ESW, and its divisions,
subsidiaries, affiliates and all predecessors, successors, assigns and agents,
to the extent permissible by law, do hereby irrevocably and unconditionally
release, acquit and forever discharge Kolaric, from any and all charges,
complaints, grievances, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including attorneys' fees and costs actually
incurred), of any nature whatsoever, known or unknown, suspected or
-12-
unsuspected, joint or several, which ESW has had or may hereafter claim to have
had, against Kolaric by reason of any matter, act, omission, cause or event
whatever from the beginning of time to the Resignation Date ("Claims"); other
than those obligations of Kolaric set forth in this Agreement.
This release and waiver of Claims specifically includes, but without limiting
the foregoing general terms, the following: Any and all Claims which might have
been asserted by Kolaric in any suit, claim, or charge, for or on account of any
matter or things whatsoever that has occurred up to and including the date of
this Agreement, under any and all laws, statutes, orders, regulations, or any
Claim in contract or tort.
8. RELEASE OF UNKNOWN OR UNSUSPECTED CLAIMS
Except as stated herein, for the purpose of implementing a full and complete
release and discharge of the parties hereto, Kolaric expressly acknowledges that
this Agreement is intended to include in its effect, without limitation, all
Claims which the parties have against one another but do not know or suspect to
exist in their favor at the time of execution hereof, which if known or
suspected by them would materially affect their decision to execute this
release.
9. FUTURE LITIGATION OR ANTICIPATED LITIGATION
Kolaric agrees that he shall make himself reasonably available to the Company
and its counsel to assist in, cooperate with or otherwise testify in connection
with any litigation where his participation or assistance is needed or required
by law. ESW agrees that it shall make its employees and directors reasonably
available to Kolaric and his counsel to assist in, cooperate with, or otherwise
testify in connection with any litigation where its participation or assistance
is needed or required by law.
10. NONDISPARAGEMENT
Kolaric agrees that he will not disparage ESW, and its officers, directors or
employees. ESW's officers and directors agree that they will not disparage
Kolaric.
11. OTHER RELIEF
The parties agree that any dispute, controversy or claim between the parties
arising out of, or relating to this Agreement, or any breach or asserted breach
thereof, shall be determined and settled by arbitration in accordance with the
rules of the American Arbitration Association in effect at the time the
arbitration commences. The prevailing party in such arbitration shall be
entitled to its reasonable costs and expenses (including reasonable attorneys'
fees) in such arbitration as part of the award. Judgment on the award may be
entered in any court having jurisdiction thereof, and the parties specifically
reserve all rights to appeal such judgment as if it were rendered in a court of
law.
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12. DISCLOSURE OF SEPARATION
ESW shall file the appropriate report with the Securities and Exchange
Commission (the "SEC") concerning Kolaric's separation. Kolaric acknowledges
that said filing with the SEC is required and consents to same.
13. BINDING AGREEMENT
This Agreement shall be binding upon Kolaric and ESW and their respective heirs,
administrators, representatives, executors, successors and assigns and shall
inure to the benefit of the parties hereto and their representatives, and each
of them, and to their heirs, administrators, representatives, executors,
successors and assigns.
14. ATTORNEY'S FEES
Each party agrees to pay its own costs and attorneys' fees incurred in achieving
the settlement and release of this matter. If any party defaults under the terms
of this Agreement, and the other party employs an attorney to enforce or
interpret the terms of this Agreement, or to obtain a declaration of rights
under this Agreement, whether or not legal proceedings are commenced, then such
other party shall be entitled to recover from the defaulting party all
attorneys' fees, costs and expenses incurred. If a party commences an action
against the other to enforce or interpret the terms of this Agreement, or to
obtain a declaration of rights under this Agreement, the prevailing party shall
be entitled to all attorneys' fees, costs and expenses incurred in such action
or any appeal or enforcement of such action.
15. NON-RELIANCE
Other than as expressly set forth in this Agreement, Kolaric and ESW represent
and acknowledge that in executing this Agreement they did not rely upon and they
have not relied upon any representation nor statement made by any of the parties
hereto or by any of their agents, representatives or attorneys with regard to
the subject matter, basis or effect of this Agreement or otherwise.
16. AGREEMENT OBLIGATES, EXTENDS AND INURES
The provisions of this Agreement shall be deemed to obligate, extend and inure
to the benefit of the legal successors, assigns, transferees, grantees, heirs,
shareholders, officers and directors of each signatory party hereto, and to
those who may assume any or all of the above-described capacities subsequent to
the execution and Resignation Date of this Agreement.
17. NON-ADMISSION OF LIABILITY
This Agreement shall not in any way be construed as an admission by ESW that it
has acted in any manner in violation of the common law or in violation of any
federal, state or local statute or regulation.
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18. METHOD OF EXECUTION
This Agreement may be executed in counterparts and each counterpart shall be
deemed a duplicate original.
19. APPLICABLE LAW
This Agreement is deemed to have been made and entered into in the State of
Florida and shall in all respects be interpreted, enforced and governed under
the laws of said State. The language of all parts of this Agreement shall in all
causes be construed as a whole, according to its fair meaning, and not strictly
for or against any of the parties.
20. SEVERABILITY
The provisions of this Agreement are severable, and should any provision of this
Agreement be declared or be determined by any arbitrator or court to be illegal
or invalid, any such provision shall be stricken, and the validity of the
remaining parts, terms or provisions shall not be affected.
21. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the parties and fully
supersedes any and all prior agreements or understandings between the parties
pertaining to the same subject matter, further, this Agreement may not be
changed except by explicit written agreement by the parties hereto.
22. NOTICES
All notices under this Agreement are to be in writing and delivered by overnight
courier and are deemed effective upon receipt. If to:
Company:
Environmental Solutions Worldwide, Inc.
000 Xxxxxx Xxxxxxxx
Xxxxxxx X0X 0X0
Xxxxxx
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
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If to Kolaric:
00000 Xxxxxx Xxxxxxx Xx.
Xxxxxxx Xxxxxxx X0X 0X0
Xxxxxx
The parties further acknowledge that this Agreement has been
entered into this 1st day of February 2007 without fraud, duress, undue
influence or mistake, , that this Agreement is not subject to rescission.
SIGNATURES
Date:
------------------- -------------------------------------
Xxxx Xxxxxxx
Date: ___________________ Environmental Solutions Worldwide, Inc.
By:___________________________________
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