DIRECTOR SERVICE AGREEMENT
This
Director Service Agreement (the “Agreement”), is entered into as November 14,
2009 by and between Playbox (US) Inc., a Nevada corporation (the “Company”), and
Xxxxxx Xxxx, a resident of the #00 Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx Xxxx
Xxxxxx, in the United Kingdom (the “Director”).
WHEREAS, the Director
currently serves as a member of the Board of Directors for the Company (the
“Board of Directors”); and
WHEREAS, in consideration of
the Director’s past and future service to the Company, and the Director’s
service hereunder, the Company desires to issue to the Director
7,200,000 shares of the common stock of the Company, par value $.001 (the
“Common Stock”); and
WHEREAS, the parties hereto
desire to memorialize the terms of the Director’s continued service with the
Company.
NOW, THEREFORE, in
consideration of the mutual agreements hereinafter set forth, Director and the
Company have agreed and do hereby agree as follows:
1.
Duties. The Company hereby agrees to continue to employ and engage
Director, and Director hereby accepts and agrees to such service. The Director
agrees to oversee the management and operations of the Company and to perform
such other duties and assume all responsibilities which may be required by
applicable law, the Certificate of Incorporation of the Company, or the Bylaws
of the Company. The Director shall exercise due diligence and care, and act in
good faith, in the performance of the Director’s duties hereunder, and shall
comply with all obligations imposed by applicable law.
2. Term.
The Director’s service shall continue for a period of three (3) years
commencing on the date hereof, unless the Director is earlier removed as
provided herein or otherwise prior to the expiration of this Agreement. Any
amendment, extension or renewal hereof shall be effective only if in writing and
executed by the Director and a duly authorized representative of the
Company.
3.
Compensation. As consideration for the Director’s past service to the Company
and the Director’s service hereunder, the Company shall issue to the Director,
within five (5) business days after the execution hereof, 7,200,000 shares
of Common Stock (the “Issued Stock”). The Company shall also reimburse Director
for reasonable expenses incurred by the Director in performing his duties on
behalf of the Company; provided, however, that if the Company, in its sole and
absolute discretion, determines that any such expenses are unreasonable, the
Company shall have no obligation to reimburse the Director for those
expenses.
4.
Transferability. The Issued Stock and the rights and privileges conferred in
whole or in part hereby may not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise), and the
Company shall have no obligation to transfer such shares, unless registered
under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of
counsel to the Company, such transaction is in compliance with or exempt from
the registration and prospectus requirements of the Act. The Director shall pay
all costs incurred by the Company in such a transaction, including but not
limited to legal fees and costs. The Issued Stock shall not be subject to levy
and execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any
right or privilege conferred hereby, contrary to the provisions of this
Agreement, or upon the levy or execution, attachment or similar process on the
Issued Stock or the rights and privileges conferred under this Agreement, the
Company shall have the right to buy back the Issued Stock, in whole or in part,
in the manner described in Section 6. Each certificate or other
documentation evidencing the ownership of any shares of Issued Stock to be
imprinted with a legend in substantially the following form:
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THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT
AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION
THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM,
SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH
RESPECT THERETO. ADDITIONALLY, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
AN OPTION TO REPURCHASE IN FAVOR OF THE COMPANY AS DESCRIBED IN SECTION 6 OF THE
DIRECTOR SERVICE AGREEMENT.
The
certificate may also bear additional inscriptions that the Company, in its sole
and absolute discretion, otherwise deems are required by federal, state, foreign
or local securities laws. All shares of Issued Stock shall be subject to such
stop-transfer orders and other restrictions as the Company may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Company may
cause a legend or legends to be put on any certificates evidencing such shares
to make appropriate reference to such restrictions
5.
Restrictions on the Issued Stock. The Issued Stock is subject to all
restrictions in this Agreement. By acceptance of the Issued Stock, the Director
agrees that the Issued Stock will be held for investment and will not be held
with a view to their distribution, as that term is used in the Act, unless in
the opinion of counsel to the Company, such distribution is in compliance with
or exempt from the registration and prospectus requirements of that Act. As a
condition of this Agreement, the Company may require the Director to confirm any
factual matters reasonably requested by counsel for the Company.
THE
DIRECTOR UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME OF
THIS AGREEMENT UNDER THE SECURITIES ACT. THE DIRECTOR REPRESENTS THAT HE/SHE IS
EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF THE INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS
OF THE INVESTMENT. THE DIRECTOR FURTHER REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING
THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS
OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH DIRECTOR’S
SATISFACTION. THE DIRECTOR FURTHER REPRESENTS THAT HE/SHE IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN
EFFECT.
6.
Repurchase of Shares. The other members of the Board of Directors, or a duly
authorized representative of the Company, may remove the Director from his seat
on the Board of Directors at any time for cause (as defined below) with thirty
(30) days written notice and after an opportunity is given to cure the
violation. Such opportunity to cure will only be available if the violation is
contained in one of the following paragraphs listed below: (d), (h), (i), (j),
(k). If the Director is removed for cause from his seat on the Board of
Directors, the Company has the option, in its sole and absolute discretion, to
repurchase the Issued Stock, in whole or in part, for an amount of $.001 per
share (the “Option to Repurchase”), immediately upon such removal of the
Director. The amount of Issued Stock subject to the Option to Repurchase shall
be reduced by 200,000 shares for each full month of the Director’s service on
the Board of Directors, commencing on the date hereof. If the Director is
removed “for cause”, then the Director’s obligations and the Company’s rights
under Sections 12 and 13 shall survive the termination of this Agreement for a
period of one (1) year. Such removal shall be “for cause” in the event that
any of the following events occur:
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a.
Willfully damaging the Company’s property, business, reputation or
goodwill;
b.
Committing a felony;
c. Death,
theft, dishonesty, fraud or embezzlement;
d. Using
alcohol, narcotics or other controlled substances to the extent that it prevents
the Director from efficiently performing services for the Company;
e.
Willfully injuring any other employee of the Company;
f.
Willfully injuring any person in the course of performance of services for the
Company;
g.
Disclosing to a competitor or other unauthorized persons confidential or
proprietary information or secrets of the Company;
h.
Soliciting business on behalf of a competitor or a potential
competitor;
i.
Sexually harassing any other employee of the Company or committing any act which
otherwise creates an offensive work environment for other employees of the
Company;
j.
Failing to comply with any provision of the Company’s policy manual as it
applies to Director; or
k.
Breaching this Agreement.
7. Taxes.
The Director hereby agrees to pay to the Company any federal, state or local
taxes of any kind required by law to be withheld with respect to the Issued
Stock granted hereunder. If the Director does not make such payment to the
Company, the Company shall have the right to deduct from any payment of any kind
otherwise due to the Director from the Company, any federal, state or local
taxes of any kind required by law to be withheld with respect to the Issued
Stock.
8.
Written Notification of the Right to Exercise. If any of the conditions stated
in this Agreement occur and the Company elects to exercise its Option to
Repurchase, the Company must give written notice to the Director of such
election within three (3) business days. The Company shall send this
written notice by registered or certified mail to the address of the Director
first set forth above. Immediately upon Director’s receipt of the written
notice, all rights and privileges vested with respect to the Issued Stock being
subject to the Option to Repurchase shall be null and void.
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9. Method
of Repurchase. If any of the triggering conditions occur and the Company chooses
to exercise the Option to Repurchase, the Company may, in its sole discretion,
make payment for the Shares repurchased in one of two ways. The Company may,
within thirty (30) calendar days of exercising the right to repurchase,
complete a cash transfer by check or a wire transfer for the full amount of the
repurchase price as stated herein.
10.
Market Stand-Off Agreement. In the event of an initial public offering of the
Company’s securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, the Director
agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any of the Issued Stock other than those
included in the registration, without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
one hundred eighty [180] days) from the effective date of such registration as
may be requested by the Company or such managing underwriters.
11.
Assignment. The Company may assign this Agreement to any successor (whether by
merger, consolidation, purchase or otherwise) to all or substantially all of the
equity, assets or business of the Company and to any affiliate of the Company,
and this Agreement will be binding upon and inure to the benefit of such
successors and assigns. Otherwise, this Agreement may not be assigned without
the prior written consent of the other party.
12.
Non-solicitation; Non-competition.
a. The
Director agrees that he will not at any time during the Director’s service or
the Restriction Period (“Restriction Period” shall mean the one (1) year
subsequent to the end of the Director’s service with the Company for any reason,
which ending of employment shall be referred to as the “Termination Date”),
whether voluntarily or involuntarily, directly or indirectly for himself or any
other person or entity solicit, interfere with or endeavor to entice away from
Company or any of its affiliates any other employee of Company or any of its
affiliates. Additionally, the Director agrees that during the Restriction Period
any employment by the Director or any entity in which he has an interest,
directly or indirectly (other than a publicly traded company in which he has
less than a 1% interest) of any person who was in the employ of the Company or
any of its affiliates within the preceding year, shall be a violation of this
paragraph. For the purposes of this Agreement indirect interests shall include
interests held by the Director’s family members or any partner in a partnership,
limited liability company or other entity in which he has a 10% or greater
ownership interest.
b. The
Director further agrees that he will not at any time during the duration hereof,
whether voluntarily or involuntarily, directly or indirectly, for himself or any
other person or entity:
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i.
Engage, directly or indirectly (either as an employee, officer, director,
partner, shareholder, consultant or independent contractor), in any business
substantially similar to that carried on by the Company, or any of its
affiliates, or in providing services or products or offering to provide products
or services of the kind provided by the Company or any of its affiliates as of
the Termination Date within those areas in the United States, US Territories,
Mexico, Central America and the Caribbean (the “Non-Competition Area”) which the
Company or any of its affiliates is doing business as of the Termination Date or
in which, at the time of the Termination Date, the Company or any of its
affiliates contemplates doing business, or, for those customers of the Company
or any of its affiliates for whom the Company or any of its affiliates:
(A) is engaged in providing services or products as of the Termination
Date, (B) has either provided services or products within the twenty four
month (24) period prior to the Termination Date, or (C) has contacted
at any time during the twelve (12) months prior to the Termination Date,
for the purpose of offering to provide services or products (all of which are
hereinafter referred to as the “Clients”);
ii.
Solicit or attempt to solicit those Clients for the purposes of providing or
offering to provide any services or products of a type which the Company or any
of its affiliates provides or contemplates providing as of the Termination Date,
on behalf of those Clients, whether directly or through any other persons,
partnerships, corporations, companies or other entities; or
iii. Take
any other action which would impair the value of the business or assets of the
Company or any of its affiliates, including, without limitation, any action
which would tend to disparage or diminish the reputation of the Company or any
of its affiliates.
c. If in
any judicial proceeding, a court shall refuse to enforce this Agreement, whether
because the time limit is too long or because the restrictions contained herein
are more extensive (whether as to geographic area, scope of business or
otherwise) than is necessary to protect the business and goodwill of the
Company, it is expressly understood and agreed between the parties hereto that
this Agreement is deemed modified to the extent necessary to permit this
Agreement to be enforced in any such proceedings.
d. If the
Company or its successors in interest shall make application to a court of
competent jurisdiction for injunctive relief, then the Restriction Period
specified herein shall be tolled from the time of application for injunctive
relief until the date of final adjudication of the claim for injunctive relief.
Additionally, the Director waives, to the greatest extent permissible, any
requirement that the Company post bond or other security as a precondition to an
injunction, whether temporary or permanent.
e. The
Director agrees that compliance with this Section is necessary to protect the
goodwill and other proprietary interests of the Company and that a breach of
this Section will give rise to irreparable and continuing injury to the Company
which is not adequately compensable in monetary damages or at law. Accordingly,
the Director agrees that the Company, its successors and assigns may obtain
injunctive relief against the breach or threatened breach of the foregoing
provisions, in addition to any other legal remedies which may be available to it
under this Agreement. the Director further acknowledges that in the event of his
termination or expiration of employment with the Company, his knowledge,
experience and capabilities are such that the Director can obtain employment in
business activities which are of a different or non-competing nature than those
performed in the course of employment with the Company; and that the enforcement
of a remedy hereunder by way of injunction will not prevent the Director from
earning a reasonable livelihood.
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13.
Confidential Information. The Director agrees that he will not at any time
during or after the termination or expiration of his employment, except as
authorized or directed in writing by the Company, use for the Director’s own
benefit, copy, reveal, divulge or make known in any manner to any person, firm
or the Company the contents of any methods, inventions, systems, processes,
concepts, techniques, and devices related to such matters used or developed by
the Company, whether or not owned by the Company, or the methods, processes or
manner of the creation and sale of products or services provided by, sold or
leased by the Company, all sometimes referred to as “Trade Secrets,” as defined
below.
The
Director further agrees that he will not at any time during or after the
termination or expiration of said employment, except as authorized or directed
in writing by the Company, sell, exchange or give away or otherwise dispose of
any methods, inventions, systems, processes, concepts, techniques and devices
related to the business now or hereafter owned and operated by the Company,
whether the same shall or may have been originated, discovered or otherwise
created by the Director. the Director further agrees not to reveal, divulge or
make known to any person, firm or the Company the name of any of the Company’s
Clients, price lists, suppliers or any secret, Trade Secret or other proprietary
information whatsoever in connection with the Company, its business or its
Clients or anything pertaining thereto.
The
Director understands that if, either during employment or thereafter, he
discloses to others, uses for his own benefit or for the benefit of any person
or entity other than the Company, copies or makes notes of any such Trade
Secrets, information or facilities, such conduct will constitute a breach of the
confidence and trust bestowed upon the Director by the Company and will be a
breach of this Agreement.
“Trade
Secret” shall mean the whole or any portion of any formula, pattern, device,
combination of devices, or compilation of information which is for use, or is
used in the operation of the Company’s business and which provides the business
an advantage, or an opportunity to obtain an advantage, over those who do not
know or use it. Trade Secret includes any scientific, technical or commercial
information, including any design, process, procedure, list of suppliers, list
of customers, business code, sales or installation technique, or improvement
thereof. For purposes of interpretation hereunder the following shall
apply:
a. Irrespective
of novelty, invention, patentability, the state of the prior art, and the level
of skill in the business, art, or field to which the subject matter pertains,
when the owner thereof takes measures to prevent it from becoming available to
persons other than those selected by the owner to have access thereto for
limited purposes, a Trade Secret is considered to be secret, of value, for use
or in use by the business, and of advantage to the business, or providing an
opportunity to obtain an advantage, over those who do not know or use
it.
b. In
addition, a “Trade Secret” shall include information (not readily compiled from
publicly available sources) which has been made available to the Director during
the course of his employment, including but not limited to the names, addresses,
telephone number, qualifications, education, accomplishments, experience and
resumes of all persons who have applied or been recruited for employment, for
either or both permanent and temporary jobs, job order specifications and the
particular characteristics and requirements of persons generally hired by the
Company, as well as specific job listings from companies with whom the Company
does, or attempts to do business, as well as mailing lists, computer runoffs,
financial or other information not generally available to others, and all
information defined as a trade secret by applicable Nevada law.
c. The
Director further agrees that he is under no obligation to any former company
which is in any way inconsistent with this Agreement or which imposes any
restriction on behalf of the Company. The Director also acknowledges that he has
been instructed that during the term of employment by the Company, he is not to
divulge to the Company, its employees or its consultants any confidential
information obtained from any previous employers or any other
person.
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14.
Return of Records. On termination of employment, the Director shall deliver all
records, notes, data, memoranda, models, and equipment of any nature that are in
the Director’s possession or under his control and that are the property of the
Company or relate to the employment or to the business of the
Company.
15. No
Slander. The Director agrees not to in any way slander or injure the business
reputation or goodwill of the Company, including, by way of illustration,
through any contact with Clients, prospective clients, vendors, suppliers,
employees or agents of the Company which could slander or injure the business
reputation or goodwill of the Company.
16.
Waiver or Modification. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith. Furthermore, no
evidence of any modification or waiver shall be offered or received as evidence
in any proceeding, arbitration or litigation between the parties arising out of
or affecting this Agreement or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid.
The provisions of this paragraph may not be waived except as herein set
forth.
17.
Choice of Law; Waiver of Jury Trial. This Agreement and the performance
hereunder and all suits and special proceedings hereunder shall be construed in
accordance with the laws of the State of Nevada. In any action, special
proceeding or other proceeding that may be brought arising out of, in connection
with, or by reason of this Agreement, the laws of the State of Nevada shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which the action or special proceeding may
be instituted. All actions under this Agreement shall be taken in a court of
competent jurisdiction within the State of Nevada in which the Company’s
registered office is located and the Director hereby waives and agrees that he
shall not assert that such forum is inconvenient.
EACH
PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL
BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE,
INCLUDING BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE
CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION.
EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE
RIGHT TO DEMAND TRIAL BY JURY.
18.
Binding Effect of Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, successors,
assigns and legal representatives.
19. Life
Insurance. Inasmuch as the services of the Director are important to the success
or failure of the Company, the Company may, by its sole discretion, purchase
disability insurance or insurance on the life of the Director during the term
hereof in such amounts as the Company shall determine appropriate. Such
insurance shall be owned by the Company, the Company shall be the sole
beneficiary, and all premiums therefore shall be paid by the Company. The
Director agrees to cooperate with the reasonable requirements of the Company
and/or its insurance carriers as necessary to obtain such insurance, including
submitting to any and all necessary medical examinations.
20.
Invalid Provision. The invalidity or unenforceability of a particular provision
of this Agreement shall not effect the other provisions hereto, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
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21. Costs
of Enforcement. In the event either party initiates action to enforce his, her
or its rights hereunder, the substantially prevailing party shall recover from
the substantially non-prevailing party its reasonable expenses, court costs,
including taxed and untaxed costs, and reasonable attorneys’ fees, whether suit
be brought or not (jointly referred as to “Expenses”). As used herein, Expenses
include expenses incurred in any appellate or bankruptcy proceeding. All such
Expenses shall bear interest at the highest rate allowable under the laws of the
State of Nevada from the date the substantially prevailing party pays such
Expenses until the date the substantially non-prevailing party repays such
Expenses. Expenses incurred in enforcing this Section shall be covered by this
Section. For this purpose, the court is requested by the parties to award actual
costs and attorneys’ fees incurred by the substantially prevailing party, it
being the intention of the parties that the substantially prevailing party be
completely reimbursed for all such costs and fees. The parties request that
inquiry by the court as to the fees and costs shall be limited to a review of
whether the fees charged and hourly rates for such fees are consistent with the
fees and hourly rates routinely charged by the attorneys for the substantially
prevailing party.
22.
Assignment. This Agreement shall be construed as a contract for personal
services by the Director to the Company and shall not be assignable by the
Director. This Agreement may be assigned by the Company.
23.
Strict Construction. This Agreement was the joint, negotiated product of the
parties. Therefore, neither party shall advance a position that any provision
hereof should be more strictly construed against the other party on the basis
that such other party prepared such provision.
24.
Cumulative Rights. Unless otherwise provided herein, all rights, powers and
privileges conferred upon the parties by law, this Agreement or otherwise shall
be cumulative.
25.
Waiver. No failure of any party to exercise any power given such party hereunder
or to insist upon strict compliance by any party with its obligations hereunder,
and no custom or practice of the parties in variance with the terms hereof shall
constitute a waiver of the parties’ right to demand exact compliance with the
terms hereof.
26.
Survival. The provisions of this Agreement shall continue and survive the
closing hereof unless or until there is a completion and fulfillment of all the
conditions, covenants and warranties herein.
27. Time.
Time is of the essence of this Agreement.
28.
Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered by hand or when mailed by certified registered mail, return
receipt requested, with postage prepaid to their current address or to such
other address as they request in writing.
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29. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which shall constitute the same instrument.
30.
Singular/Plural Feminine/Masculine, Successors or Assigns. All references as
used herein shall include male and female, singular and plural, and successors
or assigns in the use of a corporation, partnership, individual or entity in any
place or places herein in which the context may require or permit such
substitution, substitutions or designations.
31.
Complete Agreement. This written Agreement contains the sole and entire
agreement between the parties as to the matters contained herein, and supersedes
any and all other agreements between them. The parties acknowledge and agree
that neither of them has made any representation with respect to such matters of
this Agreement or any representations except as are specifically set forth
herein, and each party acknowledges that he or it has relied on his or its own
judgment in entering into this Agreement. The parties further acknowledge that
statements or representations that may have been heretofore made by either of
them to the other are void and of no effect and that neither of them has relied
thereon in connection with his or its dealing with the other.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement and made it
effective as of the date first set forth above.
/s/
Xxxxxx Xxxxxx
_____________________________
_____________________________
Xxxxxx
Xxxxxx, Director
DIRECTOR:
/s/
Xxxxxx Xxxx
__________________________
Xxxxxx
Xxxx
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