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EXHIBIT 10.42
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SETTLEMENT AGREEMENT
This settlement agreement and release is made by and between Merger
Communications ("Merger") and MyWeb Xxx.xxx ("MyWeb"):
RECITALS
WHEREAS, on or about February 23, 1999, Merger and Asia Media
Communications, Ltd., now known as MyWeb Xxx.xxx, entered into a Media
Cooperation Agreement (hereinafter referred to as the "Contract") in which
Merger agreed to perform various media relations activities for MyWeb.
WHEREAS, Merger performed various media relations activities for MyWeb
for which it did not receive any compensation from MyWeb. The agreed upon
compensation and terms of same are more particularly described in the Contract
signed by the parties on or about February 23, 1999.
WHEREAS, a dispute arose between the parties regarding the compensation
Merger was to receive under the Contract.
WHEREAS, the parties to this agreement concede that bona fide disputes
and controversies exist between them both as to liability and the amount of
damages, if any, that are due because of the disputes between them; and
WHEREAS, the parties desire to dispose of the entire controversy and
dispute between them, including all claims and causes of action of any kind that
currently exist or that may exist in the future that relate in any way to the
Contract as set forth above. The parties recognize that there may be claims or
injuries arising out of the occurrence described in this agreement that are
unknown to the parties at the time of execution of this agreement, or that may
arise in the future. However, the parties have negotiated this agreement in full
knowledge of the possibility of additional claims or injuries, and intend this
agreement to settle and finally dispose of all such claims or injuries arising
out of or relating to the described occurrence, whether known or unknown.
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AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this agreement, including the recitals set forth above, the
parties agree as follows:
1. MyWeb agrees to pay to Merger, for all claims asserted or that could
have been asserted, the sum of $30,000 which sum includes compensation
for all damages, attorney's fees, court costs and other expenses.
2. MyWeb further agrees to provide to Merger 30,000 shares of common stock
in MyWeb, Xxx.xxx. MyWeb expressly agrees that the services performed
by Merger paid for the 30,000 shares of common stock as of March 3,
1999. MyWeb agrees that the 30,000 shares of common stock will be
unrestricted and freely tradeable as of March 3, 2000.
3. Merger and MyWeb further agree that as part of this settlement the
parties will enter into a new Contract regarding Merger's performance
of various media relations activities for MyWeb. The terms and
conditions are set forth in the new contract, a copy of which is
attached hereto.
4. Merger and MyWeb hereby mutually release and forever discharge one
another, including all officers, directors, employees, heirs,
shareholders, assigns, insurers, agents and attorneys, from any and all
claims, demands, or suits, known or unknown, now existing or
subsequently arising, fixed or contingent, liquidated or unliquidated,
whether arising in tort or contract, whether statutory or under common
law, whether or not asserted, arising from or related to the events and
transactions which are the subject matter of the referenced dispute
regarding the Contract.
SETTLEMENT AGREEMENT
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5. MERGER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ALLIED, AND ANY
OTHER PERSON, FIRM, OR CORPORATION BOUND TO DEFEND OR PAY JUDGMENTS
AGAINST IT, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF
ACTION, INCLUDING CLAIMS FOR CONTRIBUTION OR INDEMNITY, AND THE
REASONABLE AND NECESSARY COSTS, INCLUDING ATTORNEY'S FEES, INCURRED IN
DEFENSE OF ANY SUCH CLAIM, THAT MERGER, ITS HEIRS, ASSIGNS OR LEGAL
REPRESENTATIVES, OR THOSE WHO MAY CLAIM BY, THROUGH, OR UNDER THE
FOREGOING, HAVE OR MAY HAVE ARISING OUT OF OR RESULTING FROM THE
INJURIES ALLEGEDLY SUSTAINED BY MERGER ARISING OUT OF OR RELATING TO
THE EVENTS AND TRANSACTIONS WHICH FORM THE BASIS OF THIS LAWSUIT. THIS
INDEMNITY OBLIGATION EXTENDS TO THE ACTUAL OR ALLEGED NEGLIGENCE OF ANY
PERSON OR ENTITY INDEMNIFIED HEREUNDER. THE PARTIES AGREE THAT THIS IS
A CONSPICUOUS LEGEND, AND THAT THIS INDEMNITY PROVISION COMPLIES IN ALL
RESPECTS WITH THE EXPRESS NEGLIGENCE TEST PERTAINING TO INDEMNITY
PROVISIONS.
6. It is understood and agreed that the cash and stock consideration paid
to Merger as set forth above shall satisfy and extinguish any and all
claims, demands, actions or causes of action by Merger of whatever
nature and character related to or arising out of the subject matter of
the above-referenced lawsuit, including without limitation all claims
for actual, special, consequential, exemplary, treble or punitive
damages, legal fees and expenses, court costs, and all other costs,
expenses or damages, and claims for breach of any common law,
contractual, quasi contractual, or statutory duty owed by MyWeb.
SETTLEMENT AGREEMENT
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7. The parties to this agreement represent that each:
a. has been fully informed of the terms, and effect of this
agreement and has had the opportunity to consult counsel in
connection with its execution;
b. has neither made nor received (nor relied on) any promise or
representation of any kind by any other party or anyone acting
for them, except as expressly stated in this agreement; and
c. owns outright and without any encumbrance the claims, rights
and/or interests that each purports to release herein.
Each signatory hereto warrants and represents that he or she has
authority to bind the parties for whom that signatory acts.
7. This is a compromise of a doubtful and disputed claim and the
consideration herein shall not be construed as an admission of
liability or fault on the part of the parties hereto, by whom
liability and wrongdoing is expressly denied. The parties to this
agreement have entered into this agreement for the consideration
stated herein, and for the sole purpose of avoiding the expense of
litigation and to buy their peace. None of the papers or documents
pertaining to this settlement or the fact of this settlement shall be
admissible against the parties in any lawsuit now pending or which
might hereinafter be filed by any entity except as may be necessary to
enforce the terms and conditions of this agreement. Nothing contained
herein shall impede any party from enforcing this agreement.
SETTLEMENT AGREEMENT
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9. Merger and MyWeb each expressly warrant and stipulate that they have no
cause of action or claims against one another arising out of or
relating to the facts and circumstances relating to the above
referenced Contract dispute, except those claims which are released
herein. Merger and MyWeb each further warrant and stipulate that there
are no facts now in existence which could form the basis of any new or
additional causes of action or claims by or against any party to this
agreement arising out of or relating to the facts and circumstances
which form the basis of the above captioned lawsuit.
10. The provisions of this settlement agreement shall be applied and
interpreted in a manner consistent with each other so as to carry out
the purpose and intent of the parties, but, if for any reason any
provision is unenforceable or invalid, such provision shall be deemed
severed from this agreement and the remaining provisions shall be
carried out with the same force and effect as if the severed portion
had not been a part of this agreement.
11. This settlement agreement embodies the entire agreement between the
parties, supersedes all prior agreements or understandings, if any,
relating to the subject matter hereof, and may be amended only by an
instrument in writing executed jointly by each of the parties.
12. This settlement agreement is being executed and delivered, and is
intended to be performed in Xxxxxx County, Texas, and the laws of the
State of Texas shall govern the rights and the duties of the parties
hereto and the validity, construction, enforcement and interpretation
of this agreement.
13. This settlement agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all
purposes and all of which constitutes, collectively, one agreement;
but, in making proof of this agreement, it shall not be necessary to
produce or account for more than one such counterpart.
SETTLEMENT
AGREEMENT
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13. All parties agree to cooperate fully and execute any and all
supplementary documents and to take all additional actions which may be
necessary or appropriate to give full force and effect to the basic
terms and intent of this settlement agreement.
14. This settlement agreement shall become effective immediately following
execution by each of the parties.
IN WITNESS WHEREOF, the parties hereto executed this settlement
agreement in duplicate originals as of the date set forth below.
MERGER COMMUNICATION
/s/ XXXXX XXXXXXX
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By: Xxxxx Xxxxxxx
Date:
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MYWEB, XXX.XXX
/s/ XX XXXX
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By: XX Xxxx, CEO
Its:
Date:
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