FULL AND FINAL SETTLEMENT AND RELEASE AGREEMENT AND CONFIDENTIALITY AGREEMENT A. DEFINITIONS
Exhibit
10.13
FULL
AND FINAL SETTLEMENT AND RELEASE AGREEMENT
AND
CONFIDENTIALITY AGREEMENT
A.
DEFINITIONS
1. American
Home Market is the Obligee/holder/maker of the Promissory Note.
2. Xxxxxxxxxx.xxx
is the Obligor/responsible party under the note, and is a Texas
corporation.
3. “Obligee”
as used herein shall mean all parties identified hereinabove as Obligee and who
are parties to this Agreement, and shall include any and all “Derivative
Claimants” and “Entities” as defined below.
4. “Obligor”
as used herein shall mean all parties identified hereinabove as Obligor and who
are parties to this Agreement, and shall include any and all “Entities” as
defined below.
5. “Derivative
Claimants” shall mean any person or entity acting by, through, or under an
Obligee (including by reason of marriage or family relationships, any such
person), or any of the Entities of an Obligee.
6. “Entities”
of a party shall mean those persons and/or entities (whether now in existence or
not), and which are or were formerly owned or controlled, in whole or in part,
directly or indirectly, by a party to this Agreement, or any Derivative
Claimant, and their respective entities, employers, employees, directors,
shareholders, officers, assigns, predecessors, successors, attorneys,
representatives or agent of such persons and/or entities.
7. “Representatives”
of a person or entity shall mean and include all of that person’s or entity’s
past or present principals, agents, servants, employees, attorneys, consultants,
experts, partners (both general and/or limited), equity participants, officers,
directors, shareholders, parent companies, subsidiaries, affiliates,
predecessors, successors, assigns, estates, beneficiaries, heirs, devisees,
legatees, trustees, and personal representatives.
8. “Settlement
Agreement” shall mean this Full and Final Settlement Agreement and Mutual
Release by and between the parties hereto.
9. The
“Non-Cash Inducement” as contemplated by this Settlement Agreement is described
as follows: 50,000,000 shares of voting stock in Xxxxxxxxxx.xxx.
B.
CONTRACTUAL RECITALS
AND
STATEMENT OF
PURPOSE
WHEREAS,
this Settlement Agreement, and the execution hereof, does not, and is not
intended to be, construed to be, or is an admission of any fault or wrongdoing
by or on behalf of Obligee or Obligor, all such claims having been expressly
denied heretofore, and the parties continue to deny the same; and
WHEREAS, all provisions of
this Settlement Agreement and Mutual Release are contractual in nature, and not
mere recitals only; and
WHEREAS, the purpose of this
Settlement Agreement is to set forth and embody a negotiated compromise,
settlement, and release, as set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants and conditions herein contained, and the
incorporation of the above Recitals, the parties hereto agree as
follows:
C.
PERSONS AND ENTITIES BOUND
BY THIS SEITLEMENT AGREEMENT
1. Obligee,
American Home Market understands and agrees that by execution hereof, the terms
of this Settlement Agreement are binding upon Obligee and upon all
representatives, successors and assigns of Obligee.
2. Obligor,
Xxxxxxxxxx.xxx understands and agrees that by execution hereof, the terms of
this Settlement Agreement are binding upon Obligor and upon all representatives,
successors and assigns of Obligor.
3. Obligee,
American Home Market, represents and warrants that Obligee has approved of all
of the terms, conditions and covenants of this Settlement Agreement as evidenced
by the duly authorized signature to this Settlement Agreement.
4. Obligor,
Xxxxxxxxxx.xxx, represents and warrants that Obligor has approved of all of the
terms, conditions and covenants of this Settlement Agreement as evidenced by the
duly authorized signature to this Settlement Agreement.
D.
NO OUTSTANDING
CLAIMS
1. Obligee
American Home Market, warrants and represents that Obligee has no awareness of
the existence of any actual or potential claim, demand, suit, cause of action,
charge or grievance possessed by Obligee, which is not subject to and fully
released by this Settlement Agreement, except for matters as may be expressly
excluded in this Settlement Agreement, that concerns or relates in any way,
directly or indirectly, to the promissory note.
2. Obligee,
American Home Market, warrants and represents that Obligee has not assigned,
authorized or transferred (in any way, whether directly or indirectly) any
claims, demands, suits, causes of action, charges, or grievances of any kind or
character, which Obligee had or may have had prior to and including the
Effective Date against Obligor, Xxxxxxxxxx.xxx. Obligee, American Home Market,
has nor owns no part of any actual or potential claims, demands, Suits, causes
of action, charges, or grievances of any kind or character against Obligor which
are not subject to and released by this Settlement Agreement.
E.
CONSIDERATION
1. In
consideration of the total sum of the outstanding debt under the signed
promissory note and in further consideration of the “Non-Cash Inducement”
described hereinabove from Obligor, the receipt and sufficiency of which is
hereby acknowledged by Obligee, and in consideration of the mutual agreements,
conditions, representations, warranties, recitals, covenants and statements of
intention contained herein, Obligee, American Home Market hereby accepts the
above-referenced payment and Non-Cash Inducement in full settlement, compromise
and release of all claims as arising out of or in connection with the Lawsuit,
pursuant to this Settlement Agreement, against Obligor,
Xxxxxxxxxx.xxx.
2. Obligor
shall tender such sum in the following manner: on the Effective Date of this
Agreement, Obligor shall deliver a certified issuance of stock in Xxxxxxxxxx.xxx
for 50,000,000 shares to American Home Market.
3. Contemporaneously
with the execution of this Settlement Agreement, American Home Market agrees to
settle this matter as it relates to the promissory note.
F.
MUTUAL
RELEASE
Obligee,
American Home Market, and Obligor, Xxxxxxxxxx.xxx, hereby covenant, agree and
consent to the following:
1. The
intent of the parties hereto is that each person or entity executing this
Settlement Agreement shall, by reason of such execution, be entirely free of any
and all actual or potential claims, suits, demands, causes of action, charges or
grievances of any kind or character, regardless of the nature or extent of the
same, arising from the promissory note.
2. Obligee,
American Home Market, hereby fully and finally RELEASES, ACQUITS, AND FOREVER
DISCHARGES Obligor, Xxxxxxxxxx.xxx (any of Obligor's representatives),
and Obligee further covenants not to assert in any manner against any of such
persons or entities released hereby, any and all actual or potential claims held
by Obligee, against Obligor, and/or any suits, demands, causes of action,
charges or grievances of any kind or character whatsoever, heretofore or
hereafter accruing for or because of any matter done, omitted or suffered to be
done by any such party hereto prior to and including the date hereof, and in any
manner (whether directly or indirectly) arising from or related to the
promissory note.
3. Obligor,
Xxxxxxxxxx.xxx, hereby fully and finally RELEASES, ACQUITS, AND FOREVER
DISCHARGES Obligee, American Home Market (and Obligee’s representatives),
and Obligor further covenants not to assert in any manner against any of such
persons or entities released hereby, any and all actual or potential claims held
by Obligor against Obligee and/or any suits, demands, causes of action, charges
or grievances of any kind or character whatsoever, heretofore or hereafter
accruing for or because of any matter done, omitted or suffered to be done by
any such party hereto prior to and including the date hereof, and in any manner
(whether directly or indirectly) arising from or related to the promissory
note.
G.
INUREMENT
It is
understood and agreed that this Settlement Agreement shall inure to the benefit
of Obligee, American Home Market and/or the representatives of Obligee. No other
person or entity is intended to benefit by or be deemed a third-party
beneficiary of this Settlement Agreement.
H.
EXPRESS DENIAL OF
LIABILITIES
American
Home Market and Obligor, Xxxxxxxxxx.xxx and/or representatives, with respect to
the transactions contemplated hereby, and supersedes all prior agreements,
arrangements, and understandings related to the subject matter hereof, including
but not limited to, the promissory note. No representations, warranties,
recitals, covenants, or statements of intention have been made by, or on behalf
of, any party hereto which is not embodied in this Settlement Agreement or in
connection
Obligee,
American Home Market, and Obligor, Xxxxxxxxxx.xxx and/or their representatives,
understand and agree that no payment made nor released pursuant to the terms of
the Settlement Agreement, or other consideration given shall be intended to be,
nor shall be construed to be, an admission of liability and any and all such
liability is expressly denied.
I.
SEVERABILITY
If any
one or more of the provisions of this Settlement Agreement, or the application
of any such provision to any person, entity, or Set of circumstances, shall be
determined to be invalid, unlawful, or unenforceable to any extent at any time,
the remainder of this Settlement Agreement, and the application of such
provision to persons, entities, or circumstances other than those as to which it
is determined to be invalid, unlawful, or unenforceable, shall not be affected,
and shall continue to be enforceable to the fullest extent permitted by law. Any
invalid, unlawful, or unenforceable provision hereof shall be reformed to the
extent necessary to render it valid, lawful, and enforceable in a manner
consistent with the intentions of the parties hereto regarding such
provision.
J.
ENTIRE AGREEMENT OF THE
PARTIES
This
Settlement Agreement constitutes the entire agreement and understanding of
Obligee, American Home Market and Obligor, Xxxxxxxxxx.xxx and/or
representatives, with respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements, and understandings related to the
subject matter hereof, including but not limited to, the promissory note. No
representations, warranties, recitals, covenants, or statements of intention
have been made by, or on behalf of, any party hereto which is not embodied in
this Settlement Agreement or in connection with the transactions contemplated
hereby, and no party hereto shall be bound by, or liable for, any alleged
representation, warranty, recital, covenant, or statement of intention not so
set forth. All the terms, provisions, conditions, covenants, warranties,
recitals, and statements of intention in this Settlement Agreement shall be
binding upon, inure to the benefit of, and be enforceable by Obligee, American
Home Market and Obligor, Xxxxxxxxxx.xxx, and/or their
representatives.
K.
CONFIDENTIALITY
The
parties expressly agree that the terms and conditions of this Agreement, and all
matters relating to the promissory note not otherwise contained in any public
records, shall be kept strictly confidential and shall not be revealed or
divulged to any third persons or entities except as necessary for tax purposes
and/or necessary and legitimate purposes, or pursuant to a court order. The
parties further agree and acknowledge that this Agreement not be disseminated to
any third party without the prior written consent of the parties to the
Settlement Agreement.
L.
GOVERNING
LAW
This
Settlement Agreement shall be construed in accordance with the governing laws of
the State of Texas. The obligations of the parties are performable, and venue
for any legal action arising out of this Settlement Agreement shall lie in
Dallas County, Texas.
M.
FULL UNDERSTANDING AND
AGREEMENT
EACH
RELEASING PERSON, ENTITY, OR PARTY WARRANTS THAT SUCH PARTY HAS READ THIS FULL
AND FINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE (INCLUDING EXHIBITS) AND FULLY
UNDERSTANDS IT. EACH PARTY WARRANTS THAT SUCH PARTY IS OF LEGAL
COMPETENCE OR LEGAL CAPACITY, AND IS FREE, WITHOUT DURESS, TO EXECUTE THIS
SETTLEMENT AGREEMENT AND MUTUAL RELEASE, AND THAT SUCH PARTY HAS DONE SO OF FREE
WILL AND ACCORD, WITHOUT RELIANCE ON ANY REPRESENTATION OF ANY KIND OR CHARACTER
NOT EXPRESSLY SET FORTH HEREIN.
N.
EXECUTION AND EFFECTIVE
DATE
This
Settlement Agreement may be signed in counterparts, and each counterpart shall
constitute an original. The parties hereto have executed this Full
and Final Settlement Agreement and Mutual Release on the dates set forth
opposite their names, to be effective as of March 14, 2007.
/s/ Xxx
Xxxxxxx
American
Home Market
Obligee
SUBSCRIBED AND SWORN TO BEFORE
ME on March 14, 2007 by Xxx Xxxxxxx
/s/ Xxxx
Xxxxx Xxxxxx
Xxxx
Xxxxx Xxxxxx
Notary Republic State of
Texas
/s/ Xxxx
X. Xxxxxxx
Xxxxxxxxxx.xxx
Obligor
