TERMINATION AGREEMENT
EXHIBIT
10.20
THIS
TERMINATION AGREEMENT (“Agreement”)
is
made and effective this 19th
day of
April, 2007 (“Effective
Date”)
by and
between U.S. Dry Cleaning Corporation, a Delaware corporation (“U.S. Dry
Cleaning”) and Marino Capital Partners, Inc., a California corporation (“MCP”).
U.S. Dry Cleaning and MCP shall sometimes be referred to individually as the
“Party” and collectively as the “Parties.” Capitalized terms not defined in this
Agreement shall have the meanings ascribed to them in the Engagement Agreement
described below.
ARTICLE
I.
RECITALS
1.01. The
Engagement Agreement. On
or
about August 24, 2006, the Parties entered into an Engagement Agreement (the
“Engagement
Agreement”).
1.02. Mutual
Consent.
The
Parties hereby wish to terminate the Engagement Agreement by mutual consent
and
release each other from any obligations thereunder.
Now,
therefore, in consideration of the mutual promises, conditions and
representations contained herein, including the release of all future claims
and
obligations set forth in the Recitals above, which Recitals are made a part
of
this Agreement, and for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
ARTICLE
II.
TERMINATION
2.01. Termination.
In
accordance with Section 3(a) of the Engagement Agreement, the Parties agree
that
the Engagement Agreement is hereby terminated.
2.02. Effect
of Termination.
The
Parties hereby agree that MCP will no longer perform any services under the
Engagement Agreement nor will MCP earn or be paid any further compensation
under
the Engagement Agreement. Additionally, the Parties hereby agree that no
compensation is currently due and owing to either Party under the Engagement
Agreement.
2.03. No
Effect on Third Party Contracts.
Nothing
in this Agreement shall be deemed to be a waiver or release of any third party
agreements.
ARTICLE
III.
GENERAL
PROVISIONS
3.01. Binding
Effect.
This
Agreement shall be binding on and inure to the benefit of the Parties hereto
and
their respective heirs, successors and assigns.
3.02. Governing
Law and Construction.
THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED
BY
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES THEREOF. Whenever possible, each provision of this Agreement and
any
other statement, instrument or transaction contemplated hereby or relating
hereto shall be interpreted in such manner as to be effective and valid under
such applicable law, but, if any provision of this Agreement or any other
statement, instrument or transaction contemplated hereby or relating hereto
shall be held to be prohibited or invalid under such applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement or any other statement, instrument or
transaction contemplated hereby or relating hereto. The Parties submit to the
jurisdiction of the courts of the County of Orange, State of California or
a
Federal Court empaneled in the State of California for the resolution of all
legal disputes arising under this Agreement.
3.03. Attorneys’
Fees.
If any
legal action, arbitration or proceeding is brought to enforce or interpret
any
term or provision of this Agreement, the prevailing party shall be entitled
to
recover its attorney’s fees and costs actually incurred.
3.04. Integration.
This
Agreement incorporates the complete and entire Agreement between the Parties
with reference to the subject matter hereof, and there are no other oral
agreements, understandings, representations or warranties, express or implied,
relating thereto between the Parties. No modification, waiver, or amendment
of
this Agreement shall be binding upon the Parties unless executed in writing
by
the Parties hereto.
3.05. Independent
Counsel.
The
Parties hereby acknowledge and agree that they have
had
the opportunity to have this Agreement reviewed by their own independent
counsel
and therefore agree that this Agreement shall be deemed to have been jointly
drafted and shall not be construed in favor or against either
Party.
3.06. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.
IN
WITNESS WHEREOF, the Parties have duly entered into this Agreement on the date
first written above.
U.S.
Dry
Cleaning:
U.S.
Dry
Cleaning Corporation,
a
Delaware corporation
/s/
Xxxxxx X.
Xxx
BY:
Xxxxxx X. Xxx
ITS:
Chief Executive Officer
MCP:
Marino
Capital Partners, Inc.,
a
California corporation
/s/
Xxxxx
Xxxxxx
BY:
Xxxxx
Xxxxxx
ITS:
President
