Exhibit 10.13
MUTUAL GENERAL RELEASE
THIS GENERAL MUTUAL RELEASE, dated as of February 3rd, 2006 (this
"Release"), by and among (i) RelationServe Media, Inc., a Delaware corporation
("RelationServe"), its officers, directors and subsidiaries and (ii) Xxxxx
Xxxxxx, Xxxxxxxx Xxxx, Boston Technology Ventures Corporation and XxXxxx &
Estes Advertising, Inc. (collectively the "Xxxxxx Affiliates").
1. RELEASE. TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
THAT EACH OF THE UNDERSIGNED, in consideration of a reciprocal Release and other
good and valuable consideration received from each other party hereto, receipt
and adequacy of which is hereby acknowledged, having been represented by counsel
and having been fully and adequately informed as to the facts, consequences and
circumstances surrounding this Release, and representing and warranting that the
claims, causes of actions and other rights set forth below and which are the
subject of this Release have not heretofore been assigned or otherwise
transferred to any other person, but subject to the immediately following
paragraph hereof, hereby releases and discharges, individually and collectively,
one another, and their respective present and former officers, directors,
shareholders, members, agents, employees, servants, affiliates, subsidiaries,
general and/or limited partners (and their respective general and/or limited
partners or members), attorneys, representatives and management companies and
(to the maximum extent applicable) the respective officers, directors,
shareholders, members, agents, employees, servants, affiliates, subsidiaries,
general and/or limited partners (and their respective general and/or limited
partners or members), attorneys, representatives and management companies of
each of the foregoing, and each person who controls any of the foregoing, as
well as their respective heirs, administrators, executors, successors and
assigns, from and against any and all actions, causes of action, suits, debts,
dues, sums of money, obligations, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgment, extents, executions, claims,
liabilities, rights and demands whatsoever, of whatever kind or nature, in
contract or in tort, in law or equity, known or unknown, which such releasing
party or any party claiming by or through such releasing party ever had, now
have or hereafter can, shall or may have for, upon or by reason of any matter,
cause or thing whatsoever from the beginning of the world to the date hereof,
PROVIDED, HOWEVER, neither party releases the other as to the agreements
executed on the date hereof.
It is understood and agreed that each of the undersigned below hereby
expressly waives any and all laws or statutes, of any jurisdiction whatsoever,
which may provide that a general release does not extend to claims not known or
suspected to exist at the time of executing a release which if known would have
materially affected the decision to give said release. It is expressly intended
and agreed that this Release does in fact extend to such unknown or unsuspected
Claims related to anything which has happened to the date hereof even if
knowledge thereof would have materially affected the decision to give said
release.
2. ASSIGNMENT. Each of the undersigned hereby covenants and represents
that he has not assigned, transferred, or otherwise conveyed any of the Claims
being released herein.
PRIVILEGED AND CONFIDENTIAL
3. CONSIDERATION. Each of the undersigned has received good, valuable and
sufficient consideration for making this Release. Each of the undersigned
further acknowledges and warrants that this Release shall not be voidable for
any reason including, but not limited to, any claim of mistake of fact or the
adequacy or inadequacy of consideration.
4. INDEPENDENT LEGAL COUNSEL. Each of the undersigned acknowledges that he
has consulted with independent legal counsel regarding the legal effect of this
Release and enters into it freely and voluntarily.
5. GOVERNING LAW. This Release shall be governed by and construed in
accordance with the laws of the State of New York without giving regard to its
conflicts of laws principles.
6. ENTIRE AGREEMENT. This Release shall constitute the entire agreement of
the parties relating to the subject matter herein and supersedes any prior oral
or written agreement or understanding with respect thereto. This Release may be
amended or modified only by a writing signed by all parties.
7. BINDING. This Release shall be binding upon and inure to the benefit of
the heirs, devisees, legatees, executors, administrators, successors and assigns
of each of the undersigned.
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IN WITNESS WHEREOF, each of the undersigned has executed this Release as
of the first date set forth above.
RELATIONSERVE MEDIA, INC.
/s/ Xxxxx XxXxxxxx
---------------------------------
By: Xxxxx XxXxxxxx
Title: Chief Executive Officer
STATE OF FLORIDA )
ss.:
COUNTY OF BROWARD )
On the ____ day of February, 2006, before me personally appeared Xxxxx
XxXxxxxx, an authorized officer of RelationServe personally known to me or
proved to me on the basis of satisfactory evidence to be the person whose name
is subscribed on the within instrument and acknowledged to me that he executed
the same.
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Notary Public
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
STATE OF FLORIDA )
ss.:
COUNTY OF __________)
On the ____ day of February, 2006, before me personally appeared Xxxxx
Xxxxxx, an personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed on the within instrument and
acknowledged to me that he executed the same.
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Notary Public
PRIVILEGED AND CONFIDENTIAL
/s/ Xxxxxxxx Xxxx
---------------------------------
Xxxxxxxx Xxxx
STATE OF FLORIDA )
ss.:
COUNTY OF BROWARD )
On the 3rd day of February, 2006, before me personally appeared Xxxxxxxx
Xxxx, an personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed on the within instrument and
acknowledged to me that he executed the same.
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Notary Public
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PRIVILEGED AND CONFIDENTIAL
BOSTON TECHNOLOGY VENTURES
CORPORATION
/s/ Xxxxx XxXxxx
---------------------------------------
By: Xxxxx XxXxxx
Title:
STATE OF FLORIDA )
ss.:
COUNTY OF __________)
On the ____ day of February, 2006, before me personally appeared Xxxxx
Xxxxxx, an authorized officer of Boston Technology Ventures Corporation
personally known to me or proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed on the within instrument and acknowledged
to me that he executed the same.
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Notary Public
XXXXXX & ESTES ADVERTISING, INC.
/s/ Xxxxx XxXxxx
---------------------------------------
By: Xxxxx XxXxxx
Title:
Address:
STATE OF FLORIDA )
ss.:
COUNTY OF ________ )
On the ____ day of February, 2006, before me personally appeared Xxxxx
Xxxxxx, an authorized officer of XxXxxx & Estes Advertising, Inc. personally
known to me or proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed on the within instrument and acknowledged to me
that he executed the same.
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Notary Public
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