Settlement Agreement and Release
Settlement Agreement and Release
This Settlement Agreement and Release (the "Agreement") is made between Fidare Consulting Group, LLC ("Fidare") and Rangeford Resources, Inc., A Nevada Corporation ("Company"). Fidare entered into several agreements and projects beginning in calendar year 2013 with the Company. Fidare abated its compensation starting on April 1, 2015 but the Company seeks to recognize the services since May 1, 2016. In consideration of the foregoing and the promises and the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fidare and the Company agree as follows:
1.The factual representations contained in the recital are incorporated herein and are true and correct.
2.The Company hereby represents and warrants that Fidare abated its compensation starting April 1, 2015 but supported the Company after the new management team was appointed starting in May 1, 2016. Based on Fidare providing consulting services since May 1, 2016 on a $10,000 monthly compensation payable in company stock based on the closing company stock price starting May 1, 2016, Fidare would have issued 232,047 RGFR common shares through June 30, 2017 with a cost basis of $140,000. See table below for monthly stock issuance calculations.
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Rangeford Resources RGFR Stock Issuance Calculation
May 1, 2016 through June 30, 2017
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3. Fidare and Company hereby accepts the following settlement for all past consulting contracts as follows:
a) Issuance of 232,047 company common shares representing past consulting services since May 1, 2016 through June 30, 2017 calculated at $10,000 per month payable in company stock at the monthly closing company stock price. Issued company shares are restricted and subject to Rule 144.
b)New Consulting Contract starting July 1, 2017. Compensation shall be $10,000 per month payable in company closing stock price. Issued company shares are restricted and subject to Rule 144. See attached Consulting Contract.
The parties agree and represent and warrant to the other that as of the Effective Date and upon giving effect to this Agreement: (i) neither party owes the other any money or property, for any reason, (ii) neither party has any property, whether real, personal, tangible, intangible, intellectual, or otherwise of the other, (iii) there are no other agreements whether written or oral between the parties other than Fidare’s rights to indemnification under the Agreement.
3.The parties recognize that there is a possibility there could develop conflicts and disagreements; therefore in order to forestall any possibility of any such conflicts and disagreements and ensure peace between Fidare and the Company, the Company, and its officer, and as a part of this Agreement and a condition to its execution and the transfer of the Radiant Interest, the parties agree as follows:
12.1 Company Release.
a.Released Party means Fidare and anyone or any entity acting through or on his behalf, including without limitation any past, present, and future agents, employees, shareholders, partners, members, managers, trustees, directors, insurers, officers, heirs, administrators, executors, spouses, and attorneys;
x.Xxxxxx means any and all claims or causes of action whatsoever, whether known or unknown, asserted or unasserted, direct or derivative, and whether accrued or unaccrued, including, but not limited to, any claims or causes of action arising under contract, judgement, award, or any law, common or statutory, that provides any sort of right, relief, recovery, benefit, claim, division, or partition that can be the subject of a release, acquittal or discharge under applicable law, and whether or not connected directly or indirectly in any way with the Released Subject;
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c.Released Subject means (A) actions, inactions, or omissions, whether directly or indirectly by, or attributable to, the Released Party prior to, or in connection with, the formation of the Company, or in any dealings through the Effective Date with, or involving the Company or (B) facts, circumstances, or conditions, whether or not now known as of the Effective Date, that after the Effective Date may become known with the passage of time or notice or both, that may form all or any part of the basis for a Claim; PROVIDED HOWEVER no release is given with respect to the obligations of Released Party under the terms of this Agreement.
d.The Company for itself and anyone claiming through it or on its behalf, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Released Party from all Claims involving the Released Subject.
12.2 The Fidare Release
a.Released Party means Company and anyone or any entity acting through or on its behalf, including without limitation any past, present, and future agents, employees, shareholders, partners, members, managers, trustees, directors, insurers, officers, heirs, administrators, executors, spouses, and attorneys;
x.Xxxxxx means any and all claims or causes of action whatsoever, whether known or unknown, asserted or unasserted, direct or derivative, and whether accrued or unaccrued, including, but not limited to, any claims or causes of action arising under contract, judgement, award, or any law, common or statutory, that provides any sort of right, relief, recovery, benefit, claim, division, or partition that can be the subject of a release, acquittal or discharge under applicable law, and whether or not connected directly or indirectly in any way with the Released Subject;
c.Released Subject means (A) actions, inactions, or omissions, whether directly or indirectly by, or attributable to, the Released Party in any dealings through the Effective Date and (B) facts, circumstances, or conditions, whether or not now known as of the Effective Date, that after the Effective Date may become known with the passage of time or notice or both, that may form all or any part of the basis for a Claim; PROVIDED HOWEVER no release is given with respect to the obligations of Released Party under the terms of this Agreement.
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d.The Fidare for itself and anyone claiming through it or on its behalf, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Released Party from all Claims involving the Released Subject.
4.This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of any executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of an executed original counterpart of this Agreement.
5.This Agreement may be delivered by facsimile or similar transmission, and a facsimile or similar transmission evidencing execution shall be effective as a valid and binding agreement between all the signatory parties for all purposes.
IN WITNESS WHEREOF, the Fidare and Company hereby execute this Settlement Agreement and Release effective as of the Effective Date.
FIDARE CONSULTING GROUP, LLC:
By: _____________________
Name: Xxxxx XxXxxxxx
Title: Managing Member
COMPANY:
By: ______________________
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
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