Exhibit 99
MUTUAL RELEASE AND HOLD HARMLESS AGREEMENT
This Mutual Release and Hold Harmless Agreement ("Agreement") is made this
25th day of September 2002, by and between Secured Data, Inc, (formerly known as
Enternet, Inc.) a Nevada Corporation, whose address is 14746 N. 78'th Way
Xxxxxxxxxx, Xxxxxxx 00000 (SCDD) and iCyberData, Inc., whose principal place of
business is in Tampa Florida (ICD) are hereafter collectively referred to as the
(Parties).
WHEREAS, the Parties entered into a certain Intellectual Property Purchase
Agreement dated the 31st day of January 2002 and
WHEREAS, said Agreement required each Party to perform certain services for
the benefit of each other, and
WHEREAS, the Parties were unwilling or unable to perform according to the
terms of said Agreement, and
WHEREAS, the Parties are willing and desire to release the other from its
obligations under said Agreement, and return the Intellectual Property from SCDD
to ICD.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1. MUTUAL RELEASE AND HOLD HARMLESS. The Parties hereby release the other
from any and all obligations or responsibilities as set forth in the Agreement
dated the 31st day of January 2002 and forever hold each other harmless from any
claims brought by or against each other as a result of said Agreement.
2. CONSIDERATION SCDD shall, at the closing of this transaction, remit to
ICD 2,000,000 common shares of SCDD restricted pursuant to Rule 144 with "piggy
back" rights of registration.
3. CHOICE OF LAW. The formation, construction, and performance of this
Agreement shall be construed in accordance with the laws of the State of Nevada.
4. NOTICES. Any notice to either Party required or permitted under this
Agreement shall be given in writing to the receiving Party, either by personal
service, facsimile transmission with regular mail or by registered or certified
mail, postage prepaid at the address set forth above, or another address of
which the Party is given notice as herein provided. Any such notice to shall be
given in a like manner and, if mailed, shall be addressed to receiving Party at
its address set forth above, or another address which has been given as herein
provided. Notice shall be deemed to have been duly given (i) on the date of
service, if served personally on the Party to whom notice is to be given, or
(ii) on the second business day, after mailing, if mailed to the party to is to
be given in the manner provided in this paragraph.
5. ADDITIONAL ACTS AND DOCUMENTS. Each of the Parties agrees to do such
additional acts and execute such additional documents as may be reasonably
required by the other to effect the intent of this Agreement.
6. SEVERABILITY. If any, provision of this Agreement is held invalid or
unenforceable; the remainder of this Agreement shall nevertheless remain in full
force and effect. If any provision is held invalid or unenforceable with respect
to particular circumstances, it shall nevertheless remain in full force and
effect in all other circumstances.
7. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon, and inure to the benefit of, the successors and assigns of the
Parties.
8. CORPORATE AUTHORITY. The Parties have full corporate power and authority
to enter into this Agreement and to carry out its obligations hereunder and will
deliver a copy of a resolution of its Board of Directors authorizing execution
of this Agreement by its President and performance thereunder.
9. CLOSING. The closing shall occur on the date of execution of this
Agreement at a location mutually agreed upon by the Parties and all stock and
property shall be transferred to the appropriate Party at that time.
IN WITNESS WHEREOF, the Parties hereto have executed this Mutual Release
and Hold Harmless Agreement or caused this Agreement to be executed on the date
first above written.
Secured Data, Inc iCyberData, Inc
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxx, President Xxxxx Xxxxxxxx, Director
