Termination of Services Agreement
Exhibit
10.27
This
Termination of Services Agreement (“Agreement”), is effective as
of the 13th day of May, 2009 (the “Effective Date”), and is
entered into by and between NBL
Technologies Inc., a corporation organized and existing under the
laws of Belize (“NBL”);
Xxxxxx
Xxxxx (“RT”); and
the following entities (each a “Company” and collectively, the
“Companies”): Financial
Services inc., a corporation organized and existing under the laws of the
Commonwealth of Dominica (“FSC”); FastCash
Limited, a corporation organized and existing under the laws of Grenada
(“FC Grenada”); FastCash
(St. Lucia) Limited, a corporation organized and existing under the laws
of St. Lucia (“FC St.
Lucia”); FastCash
(Antigua), Limited, a corporation organized and existing under the laws
of Antigua and Barbuda (“FC
Antigua”); and CashExpress
Limited, a corporation organized and existing under the laws of St.
Xxxxxxx and the Grenadines (“FC
St. Xxxxxxx”).
Explanatory
Statement
Reference
is made to the following agreements (each a “Services Agreement” and
collectively, the “Services
Agreements”):
Services
Agreement dated May 12, 2006 between NBL and FSC;
Services
Agreement dated May 24, 2007 between NBL and FC Grenada;
Services
Agreement dated June 29, 2007 between NBL and FC St. Lucia;
Services
Agreement dated June 10, 2006 between NBL and FC Antigua; and
Services
Agreement dated October 24, 2007 between NBL and FC St. Xxxxxxx.
The
parties have mutually and amicably agreed to terminate the Services Agreements
effective as of the close of business on the Effective Date.
Now,
therefore, in
consideration of the foregoing Explanatory Statement, the covenants and
agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree, as of the date hereof as follows:
1. Termination. Other
than the obligations pursuant to the restrictive covenants set forth in Section
9 of the respective Services Agreements, each of the Services Agreements is
hereby terminated as of the Effective Date and shall be of no further force or
effect.
2. Acknowledgement
of Satisfaction. Each of the Companies acknowledges and
confirms that all obligations of RT to such Company under the respective
Services Agreement to which such Company is a party have been satisfied in
full. RT acknowledges and confirms that all obligations of each of
the Companies to RT under the respective Services Agreement to which such
Company is a party have been satisfied in full.
3. Release. As
of the Effective Date, RT and each of the Companies hereby mutually
unconditionally and irrevocably release and forever discharge each other and
each other’s heirs, successors, representatives, assigns, agents, affiliates,
related entities and individuals, employees, officers, and directors, and each
of them, of and from any claims, counterclaims, debts, liabilities, demands,
obligations, costs, expenses, suits, actions, and causes of action of every
nature, character, and description, known or unknown, vested or contingent,
which each party now owns or holds, or has at any time heretofore owned or held,
or may at any time own or hold against the other party hereto, with respect to
the respective Services Agreement to which RT and such Company are parties;
provided, however, that this release shall not pertain to or affect RT’s
obligations under Section 9 of the respective Services Agreements.
4. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. Each party may rely upon a facsimile counterpart of this
Agreement signed by each other party with the same effect as if such party had
received an original counterpart signed by such other party.
5. Miscellaneous. The
parties agree that the Explanatory Statement section of this Agreement shall be
an integral part of this Agreement and not merely prefatory
thereto. The headings of the sections, subsections, paragraphs and
subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their
contents. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns. This Agreement constitutes
the entire agreement between the parties pertaining to the subject matter hereof
and supersedes all other prior and/or contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties, and there are no other agreements between the parties in connection
with the subject matter hereof except as specifically set forth
herein.
[signatures
appear on the next page]
- 2
-
In
witness whereof, the parties hereto have executed this Agreement as of the day
and year first above written.
|
Financial
Services inc.
|
|||
|
By
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx, Director
|
|||
|
Financial
Services, Inc.
|
|||
|
By
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx, Director
|
|||
|
FastCash
Limited
|
|
By
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx, Director
|
|||
|
FastCash
(St. Lucia) Limited
|
|
By
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx, Director
|
|||
|
FastCash
(Antigua), Limited
|
|
By
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx, Director
|
|||
|
CashExpress
Limited
|
|
NBL
Technologies inc.
|
|||
|
By
|
/s/
Xxxxxx Xxxxx
|
||
|
Xxxxxx
Xxxxx, Authorized Agent
|
|||
|
/s/
Xxxxxx Xxxxx
|
|||
|
Xxxxxx
Xxxxx
|
- 3 -
