SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement and Release Agreement (the "Agreement") is made this ___
day of October, 2005, by and between The Lash Group, Inc. ("Lash"), Molecular
Diagnostics, Inc. ("MDI") and Xxxxx Xxxxxxxx ("Gombrich") (Lash, MDI and
Gombrich hereinafter collectively referred to as the "Parties").
RECITALS
WHEREAS, on or about February 15, 2002, the Parties entered into an
agreement; and
WHEREAS, Lash alleges to have provided certain consulting services to MDI
and that MDI has failed to compensate Lash for those services; and
WHEREAS, a dispute has arisen between the Parties relating to their
respective obligations under the Agreement and with regard to services provided
by Lash (the "Dispute"); and
WHEREAS, the Parties have agreed to settle the Dispute and thereby to
resolve finally and completely all issues arising out of their current and prior
dealings.
AGREEMENT AND RELEASE OF CLAIMS
NOW, THEREFORE, in consideration of the various mutual promises and
undertakings set forth herein, the Parties agree as follows:
1. MDI and Gombrich shall each execute a Confession of Judgment, a true
and accurate copy of which is attached hereto as Exhibit A and incorporated
herein by reference (the "Confession of Judgment").
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2. Lash, on behalf of Lash and any person or entity claiming by or through
it, does hereby release MDI and Gombrich and the "Other Released Parties" as
defined below from any and all claims, demands, actions and causes of action
arising out of or relating to the Dispute, known or unknown, from the beginning
of time to the date of this Settlement Agreement, except for the obligations
arising out of this Settlement Agreement and the Confession of Judgment. The
term "Other Released Parties" as used in this paragraph shall include any and
all legal representatives, employees, agents, officers, directors, successors,
affiliated companies and assigns of MDI.
3. Upon receipt of the full Settlement Amount (as such term is defined in
the Confession of Judgment) Lash does hereby release MDI, Gombrich and the
"Other Released Parties" from any and all claims, demands, actions or causes of
action arising out of or relating to the Dispute and until the Settlement Amount
is paid in full, Lash reserves its rights under the Confession of Judgment. The
term "Other Released Parties" as used in this paragraph shall include any and
all legal representatives, employees, agents, officers, directors, successors,
affiliated companies and assigns of MDI.
4. Gombrich, on behalf of himself and any person or entity claiming by or
through him, does hereby release Lash and the Other Released Parties from any
and all claims, demands, actions and causes of action arising out of or relating
to the Dispute, known or unknown, from the beginning of time to the date of this
Settlement Agreement. The term "Other Released Parties" as used in this
paragraph shall include any and all legal representatives, employees, agents,
officers, directors, successors, affiliated companies and assigns of Lash.
Nothing contained in this agreement is intended to release any past, current, or
future claims that Gombrich has or may have against MDI.
5. MDI, on behalf of itself and any person or entity claiming by or
through them, does hereby release Lash and the Other Released Parties from any
and all claims, demands, actions and causes of action arising out of or relating
to the Dispute, known or unknown, from the beginning of time to the date of this
Settlement Agreement. The term "Other Released Parties" as used in this
paragraph shall include any and all legal representatives, employees, agents,
officers, directors, successors, affiliated companies and assigns of Lash.
Nothing contained in this agreement is intended to release any past, current, or
future claims that MDI has or may have against Gombrich.
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6. MDI, Lash and Gombrich respectively warrant and represent that they
have not assigned, transferred or conveyed in any manner any claims or rights
released by this Settlement Agreement, and each of them agree to indemnify and
hold the other harmless from any breach of this representation and warranty.
7. This Settlement Agreement shall not be filed with the court in the
Action.
8. This Settlement Agreement shall be governed by and interpreted in
accordance with the laws of the State of North Carolina as they are applied to
contracts made and to be wholly performed in this State, without regard to any
choice of law rules to the contrary.
9. This Settlement Agreement represents the entire agreement of the
parties and may not be amended orally.
10. The Parties entered into this Settlement Agreement freely and have not
in any way relied upon the advice of any representative of the other Parties or
anyone associated with the other Parties.
11. This Settlement Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, administrators,
successors, employees and assigns.
12. The invalidity or unenforceability of any particular provision of this
Settlement Agreement shall not affect the other provisions hereof, and this
Settlement Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
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13. Nothing in this Settlement Agreement shall not be construed as an
admission of liability on behalf of Gombrich or MDI.
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MOLECULAR DIAGNOSTICS, INC.
By:
--------------------------------
Title:
------------------------------
Date:
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STATE OF _________________________
COUNTY OF _______________________
I, __________________, a Notary Public for said county and state, do
hereby certify that ________________ on behalf of Molecular Diagnostics, Inc.,
personally appeared before me this day and acknowledged the due execution of the
foregoing instrument.
Witness my hand and official seal, this the _____ day of
____________________, 2005.
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Notary Public
My Commission Expires: ________________
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XXXXX XXXXXXXX
Date:
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STATE OF _________________
COUNTY OF _______________
I, __________________, a Notary Public for said county and state, do
hereby certify that Xxxxx Xxxxxxxx personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this the _____ day of
__________________, 2005.
-------------------------------
Notary Public
My Commission Expires: ________________
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THE LASH GROUP, INC.
By:
--------------------------------
Title:
------------------------------
Date:
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STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, __________________, a Notary Public for said county and state, do
hereby certify that ________________ on behalf of The Lash Group, Inc.,
personally appeared before me this day and acknowledged the due execution of the
foregoing instrument.
Witness my hand and official seal, this the _____ day of
____________________, 2005.
-------------------------------
Notary Public
My Commission Expires: ________________
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