SETTLEMENT AGREEMENT AND RELEASE
Exhibit 10.7
This
Settlement Agreement and Release (“Agreement”) is entered into between the
following “Parties:”
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1.
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Xxxxxx
Xxxxx (“Xxxxx”); and
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2.
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Quest
Oil Corporation, a Nevada corporation
(“Quest”).
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a. RELATIONSHIP.
The Parties have established a past and present “Consulting Relationship” in
regard to the operations of Quest.
b. RELEASED
CLAIMS. The purpose, desire and intention of this Agreement is to fully settle
and forever resolve any and all: past, present and future claims the Parties
may
have against each other for, but not limited to: reimbursement of commissions,
and/or damages for monetary damages, and/or personal or emotional injury
(hereinafter collectively referred to as “Claims”) arising from and/or relating
directly or indirectly to the Consulting Relationship.
2. SETTLEMENT. In
consideration of the Agreement, Quest agrees to pay to Xxxxx a total of 225,000
shares of Quest’s common stock which has been registered for resale on Form S-8.
Xxxxx hereby acknowledges his outstanding debt to Quest in the amount of
32,460.95.
a. PAYMENT
SCHEDULE. The settlement payment described herein shall be paid in three
installments as set forth below. However, at the sole option of Quest,
additional and/or full payment of the entire amount may be made prior to the
scheduled payment dates. Any payment made in excess of the amount due in
accordance with the installment schedule below shall be credited towards the
next payment(s) and the next payment(s) shall be reduced in an amount equal
to
the amount credited. Xxxxx shall not be entitled to any payments other than
specifically set forth in this Agreement.
1st
payment
of 75,000 shares is due May 1, 2006;
2nd
payment
of 75,000 shares is due June 1, 2006; and
3rd
payment
of 75,000 shares is due on July 1, 2006.
3. RELEASE.
In consideration of the promises, covenants, representations and warranties
set
forth in this Agreement, Xxxxx on behalf of himself and on behalf of his heirs,
beneficiaries, predecessors, successors, successors in interest, assigns,
insurers, and representatives, and all persons, firms, associations and/or
corporations connected with them, hereby releases and forever discharges Quest,
including each Quest’s predecessors, successors, assigns, partners, consultants,
architects, employees, subcontractors, parents, subsidiaries, officers,
directors, principals, agents, representatives, and all persons, firms,
associations and/or corporations connected with it, including, without
limitation, their insurers, sureties, and attorneys, who are, or may ever
become, liable to Xxxxx, of and from any and all claims (including claims for
bodily and/or emotional injury), demands, causes of action, obligations,
damages, losses, costs, fees, and expenses of every kind and nature whatsoever,
known or unknown, fixed or contingent, arising from, or in any way related
to
the Claims set forth herein.
4. WAIVER
OF
SECTION 1542. In signing this Agreement, the Xxxxx has been advised of,
understand and knowingly waive his rights under California Civil Code Section
1542 which provides as follows: A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
5. NO
FURTHER CLAIMS. Xxxxx covenants and agrees never to commence against Quest,
any
legal action or proceeding based in whole or in part upon the Claims, demands,
allegations, and/or injuries released in this Agreement.
6. NO
ADMISSION. This Agreement shall not be considered as an admission of liability
by Xxxxx and by entering into this Agreement, Xxxxx has not admitted the
validity of any Claims herein released or at issue.
7. BINDING
EFFECT. This Agreement shall be binding upon each Party’s past and present
heirs, beneficiaries, successors, successors in interest, assigns, and
agents.
8. GOVERNING
LAW. This Agreement shall be interpreted in accordance with and governed in
all
respects by the law of the State of Nevada. Venue for any legal action or
arbitration shall be San Diego County, State of California.
9. CONFIDENTIALLY. The
Parties agree that the terms of this Agreement shall be held in confidence
and
that no publicity or statement shall be made at any time with regard to the
settlement, payment, release or other issues involved herein.
10. ENTIRE
AGREEMENT. This Agreement and Release contains the entire understanding between
the PARTIES with regard to the matters herein set forth.
11. INDEPENDENT
INVESTIGATION. The Parties represent and declare that they have carefully read
this Agreement, know the contents thereof and have signed the Agreement freely
and voluntarily. Each Party has made such investigation of all the facts
pertaining to this Agreement and all of the matters pertaining thereto, as
the
Party deems necessary and each Party has received independent legal advice
from
their attorneys with respect to the advisability of making the settlement
provided for herein, and with respect to the advisability of executing this
Agreement and Release.
12. NO
REPRESENTATIONS. No person, nor officer, agent, partner, employee,
representative, trustee, or attorney of either Party has made any statement
or
representation to the other Party regarding any fact relied upon in entering
into this Agreement and neither Party relies upon any statement, representation
or promise of the other Party in executing this Agreement or in making the
settlement provided for herein, except as stated herein.
14. MUTUAL
DRAFTING. Each Party warrants and represents that any statute or rule of
construction (that ambiguities are to be resolved against the drafting party)
shall not be employed in interpretation of this Agreement.
15. FUTURE
COOPERATION. The Parties agree that each Party will execute all such further
and
additional documents as shall be reasonable, convenient, necessary, or desirable
to carry out the provisions of this Agreement.
16. SEVERANCE.
Should any provision of this Agreement be held by a court of competent
jurisdiction to be invalid, void or unenforceable for whatever reason, the
remaining provisions not so declared shall, nevertheless, continue in full
force
and effect, without being impaired in any manner whatsoever.
17. COUNTERPARTS.
This Agreement and Release may be executed in several counterparts, in one
or
more separate documents, all of which together shall constitute one of the
same
instrument, with the same force and effect as though all the Parties had
executed the same document.
18. CAPTIONS.
Paragraph titles or captions contained herein are inserted only as a matter
of
convenience and for reference, and in no way define, limit, extend, or describe
the scope of this Agreement
19. COSTS.
This Agreement shall include any and all claims any Party may have for costs
and/or attorney fees relating to this Agreement and the Claims released
herein.
SO
AGREED
BY:
QUEST
OIL
CORPORATION
________________________________________
By: Xxxxxx
X.
Xxxxxx
Its: Chief
Financial Officer
________________________________________
Xxxxxx
Xxxxx
