SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (this "Agreement") is
entered into this 16th day of January 2004, by and between Reality Wireless
Networks, Inc., a Nevada corporation ("RWNT"), and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx"). RWNT and Scardigli shall be referred to collectively herein as
the "Parties."
WITNESSETH:
WHEREAS, Scardigli is owed approximately $175,000 by RWNT in connection
with a loan to RWNT (the "Debt").
WHEREAS, RWNT and Scardigli desire to amicably settle, compromise and
resolve any and all controversies and claims between themselves with respect to
the Debt to avoid the burden and expense of arbitration and/or litigation.
WHEREAS, in connection with the resolution of such matters, RWNT and
Scardigli shall provide each other with a full release and settlement in
accordance with the terms hereinafter set forth.
NOW, THEREFORE, it is the desire of the Parties to state in writing the
details of their agreements. For money paid and received and other valuable
consideration between the Parties, it is mutually agreed as follows:
1. Settlement of Claims against and Release of RWNT. In exchange for
RWNT' issuing to Scardigli 3,000,000 "freely tradable" shares of common stock of
RWNT (the "Stock"), which Stock shall be issued after receipt by RWNT of this
fully executed Agreement, Scardigli, on behalf of himself, his employees,
affiliates and assigns, hereby fully, forever, irrevocably and unconditionally
settles, releases, remises and discharges RWNT and each of its former, current
and future officers, directors, stockholders, attorneys, agents, spouses,
administrators, employees and all persons acting by, through, under, or in
concert with them from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings, omissions,
damages, executions, obligations, liabilities, and expenses (including
attorneys' fees and costs), of every kind and nature, known or unknown, which
Scardigli ever had or now has against RWNT, including, but not limited to, all
claims arising out of the Debt, all common law claims including, but not limited
to, actions in tort, defamation, breach of contract, and any claims under
federal, state or local statutes or ordinances not expressly referred to above.
2. Settlement of Claims against and Release of Scardigli. In exchange
for Scardigli's settlement of any and all claims against RWNT and release of
RWNT, RWNT, on behalf of itself, its officers, directors, employees, affiliates
and assigns, hereby fully, forever, irrevocably and unconditionally settles,
releases, remises and discharges Scardigli from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of
money, costs, accounts, reckonings, covenants, contracts, agreements, promises,
doings, omissions, damages, executions, obligations, liabilities, and expenses
(including attorneys' fees and costs), of every kind and nature, known or
unknown, which RWNT ever had or now has against Scardigli including, but not
limited to, all claims arising out of the Debt, all common law claims including,
but not limited to, actions in tort, defamation, breach of contract and any
claims under federal, state or local statutes or ordinances not expressly
referred to above.
3. Representations and Warranties of the Parties.
3.1 Authority. Each of the Parties has full power and authority
to enter into this Agreement. All action on the part of each of the Parties
necessary for the authorization, execution and delivery of this Agreement, the
performance of all obligations of each of the Parties hereunder has been taken,
and each of the Parties has all requisite power and authority to enter into this
Agreement.
3.2 Consents and Approvals; No Conflict. The execution and
delivery of this Agreement by each of the Parties does not, and the performance
of this Agreement by the Parties will not, require any consent, approval,
authorization or other action by, or filing with or notification to, any
governmental or regulatory authority. The execution, delivery and performance of
this Agreement by the Parties does not (i) conflict with or violate the charter
or by-laws, partnership or other governing documents of any of the Parties, or
(ii) conflict with or violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination, contract or award applicable to any of the
Parties.
3.3 Effectiveness of Representations and Warranties. Each of the
Parties' representations and warranties contained in this Agreement are true and
correct.
4. Miscellaneous Provisions.
4.1 This Agreement constitutes the complete and exclusive
agreement of the Parties.
4.2 The Parties understand that this Agreement constitutes a
compromise and settlement of disputed claims. No action taken by the Parties
hereto, or any of them, either previously or in connection with this Agreement
shall be deemed to be (a) an admission of the truth or falsity of any claims
heretofore made or (b) an acknowledgement or admission by either party of any
fault or liability whatsoever to the other Party or to any third party.
4.3 Each of the Parties declares and represents that no promise,
inducement or agreement which is not specifically provided in this Agreement has
been made by any Party to this Agreement; that this Agreement contains the
entire agreement among the Parties; and that the terms of this Agreement cannot
be modified except in writing signed by all Parties hereto.
4.4 Each of the Parties agrees not to disclose to or discuss with
any person, except as where such disclosure may be required by law, court order,
government agency request or subpoena, or in connection with a legal proceeding,
the substance of this Agreement or matters relating to any act or omission of
any Party in connection with any other Party.
4.5 This Agreement shall be construed, interpreted and applied in
accordance with the substantive laws of the State of Washington, without
reference to its choice of law rules.
4.6 Any dispute between the Parties pertaining to this Agreement
shall be resolved through binding arbitration conducted by the American
Arbitration Association. The Parties agree that any arbitration proceeding shall
be conducted in Seattle, Washington, and consent to exclusive jurisdiction and
venue there. The award of the arbitrator(s) shall be final and binding, and the
Parties waive any right to appeal the arbitral award, to the extent that a right
to appeal may be lawfully waived. Each Party retains the right to seek judicial
assistance (a) to compel arbitration, (b) to obtain injunctive relief and
interim measures of protection pending arbitration, and (c) to enforce any
decision of the arbitrator(s), including but not limited to the final award.
4.7 No Party may assign any of its rights under this Agreement
without the prior consent of the other Parties, which shall not be unreasonably
withheld. Subject to the preceding sentence, this Agreement shall apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the Parties. Nothing expressed or referred to in this
Agreement shall be construed to give any person other than the Parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions and conditions are for the sole and exclusive benefit of the
Parties to this Agreement and their successors and assigns.
4.8 All notices, demands and communications hereunder shall be in
writing and personally delivered or sent by first class mail, certified or
registered, postage prepaid, return receipt requested, addressed to the parties
at the addresses below set forth, or at such other address as any Party shall
have furnished to the other party in writing, or shall be given by telegram,
telex, facsimile transmission, overnight courier or hand delivery, in any case
to be effective when received, provided that actual receipt shall constitute
notice regardless of method of delivery.
If to RWNT: Reality Wireless Networks, Inc.
000 X. Xxxxxxxx Xxx., Xxxxx X
Xxxxxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxxx X. Xxxx
The Xxxx Law Group, PLLC
000 Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
If to Scardigli: Xxxxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxx
Xxxx, XX. 00000
4.9 If any term or provision of this Agreement or any application
thereof shall be invalid or unenforceable, such term or provision shall be
deemed to be severed and the remainder of this Agreement and any other
application of such term or provision shall not be affected or invalidated
thereby.
4.10 This Agreement may be executed by facsimile and in one or
more counterparts, all of which taken together shall constitute one and the same
instrument.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
REALITY WIRELESS NETWORKS, INC.
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
