SETTLEMENT AGREEMENT AND MUTUAL RELEASES
NOW THIS Settlement Agreement and Mutual Releases ("Agreement")
dated this 27th day of March, 2001, by and between COVANSYS, a Michigan
Corporation, f/k/a Complete Business Solutions, Inc. ("COVANSYS") and Netgateway
("Netgateway").
WHEREAS, COVANSYS has instituted certain arbitration proceedings
before the American Arbitration Association ("AAA") (Case No. 54Y117004901)
against Netgateway, alleging that Netgateway owes certain sums to COVANSYS under
a Master Agreement (the "Master Agreement") between COVANSYS and an affiliate of
Netgateway; and
WHEREAS, Netgateway denies the allegations set forth in the
pending arbitration proceedings; and
WHEREAS, without admission of any liability, the parties have
reached agreement to settle and compromise any and all disputes between them,
including all disputes alleged in the AAA arbitration, on the terms and
conditions set forth in this Agreement:
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. On or before April 23, 2001, Netgateway shall pay to COVANSYS
the sum of One Hundred Sixty Thousand ($160,000) Dollars in complete settlement
of all amounts owed to CONVANSYS, if any, including all amounts allegedly owed
under the Master Agreement at issue in the AAA arbitration.
2. Should Netgateway make the payment set forth in paragraph 1
above, and subject to the provisions set forth in paragraph 3 below, COVANSYS
shall cause to be dismissed, with prejudice, the pending AAA arbitration
proceedings. In addition, effective immediately upon the making of the above
referenced payment, and also subject to the provisions set forth in paragraph 3
below, COVANSYS and Netgateway, on behalf of themselves and their respective
parent companies, subsidiaries, affiliates, predecessors, successors and
assigns, do hereby mutually release, acquit, and forever discharge each other,
together with each other's current and former officers, directors, agents,
employees, parent companies, subsidiaries, affiliates, insurers, attorneys,
predecessors, successors, heirs and assigns, of and from any and all claims,
debts, liabilities, causes or causes of action, of any kind or nature, known or
unknown, suspected or unsuspected, contingent or liquidated, at law or in
equity, arising or accruing at any time prior to and through the date of this
Agreement, or otherwise based on any facts in existence as of the date of this
Agreement, including but not limited to, all claims asserted and/or which could
have been asserted in the pending AAA arbitration proceedings.
3. Should any form of state or federal insolvency or bankruptcy
proceedings be instituted at any time involving Netgateway or any of its
affiliates, as a result of which, COVANSYS is compelled to disgorge all or any
portion of the payment set forth in paragraph 1 above, then in that event, the
release set forth in paragraph 2 above shall be void ab initio, and COVANSYS
shall be entitled to assert the full amount of any and all claims which it may
have against Netgateway (less any sums retained by Covansys) in any such state
or federal proceedings, as if this Agreement had never been executed.
4. This Agreement shall be construed and enforced in accordance
with the laws of the State of Michigan.
5. This Agreement constitutes the entire agreement of the parties
relating to all of the subject matters addressed herein, expressly merging and
superceding any and all prior or contemporaneous oral or written discussions or
agreements, including the Master Agreement. This Agreement may only be modified
in writing, signed by all of the parties hereto.
6. The parties executing this Agreement represent and warrant
that they have due and proper authority to execute this Agreement on behalf of
their respective principals and to bind them to the terms thereof.
7. This Agreement may be executed in any number of counter-parts,
each of which shall constitute an original, but all of which together shall
constitute one and the same Agreement.
8. A signature by facsimile transmission shall have the same full
force and effect as an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the year and date first above written.
COVANSYS
By:_____________________________
Its:_____________________________
Netgateway
By:_____________________________
Its:_____________________________
