MUTUAL RELEASE IN FULL
Exhibit
10.6
MUTUAL
RELEASE IN FULL
THIS
MUTUAL RELEASE IN FULL (this “Agreement”) is made by and between SAI Corporation
(“SAIC”) and Bluegate Corporation, a Nevada corporation (together with its
subsidiaries, the “Company”).
PRELIMINARY
STATEMENT
SAIC
holds shares of the Company’s common stock and stock options exercisable for
shares of the Company’s common stock;
SAIC
holds a Promissory Note from the Company that is secured by all of the assets
and stock of the Company; and
SAIC and
the Company desire to settle fully and finally all matters regarding former
members of the Board of Directors and former Officers of the Company (the
“Former Management”) without in any manner altering the Promissory Note and
associated obligations between SAIC and Company.
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual covenants and promises contained in this Agreement, the Company and
Former Management (hereinafter referred to both jointly and individually as the
“Bluegate Organization”) agree as follows:
1. SAIC and
Company agrees that they will not make any disparaging comments regarding the
other or any of its former, current, or future stockholders, directors,
officers, or employees. The phrase “disparaging comments” will mean
any comment, remark, or statement, whether written or oral, that is harmful to
the reputation of SAIC or Company or any such other person in the
community.
2. As
consideration for SAIC’s acceptance of the terms and conditions in this
Agreement, Company will pay a settlement payment of One Dollar along with the
rights to contracts and client relationships associated with Company’s HIMS
operation as outlined in the Sales Agreement that is attached as Schedule 1 to
this Agreement (the “Settlement Payment”). The Settlement Payment
will be made no later than November 11, 2009.
3. In
exchange for the valuable consideration hereunder:
(a) SAIC, for
and on behalf of itself and its heirs, beneficiaries, executors, administrators,
attorneys, successors, and assigns, hereby releases and waives all claims,
causes of action and demands of any kind against the Former Management, in their
individual and official capacities, which SAIC had, has or may have through the
date SAIC executes this Agreement, whether known or unknown, arising out of or
relating to (i) SAIC’s ownership of capital stock of the Company, or of options,
warrants, rights or other securities or instruments exercisable or exchangeable
for or convertible into shares of the capital stock of the Company, or the sale
and assignment of such capital stock or other securities to the Company pursuant
to this Agreement, or (ii) any notes, indebtedness, obligations, liabilities of
the Company. Nothing in this paragraph shall be construed as a waiver
or relinquishment of any right that SAI Corporation may have in any stock,
options or warrants that currently exist and that are held by SAI Corporation,
the terms of which are in full force and effect and shall not be modified
hereby. In the event anyone claiming to be released hereby files any
claim against SAI Corporation, this release will become null and void and of no
effect for that party making the claim against SAI
Corporation.
(b) The
Bluegate Organization, for and on behalf of itself and its heirs, beneficiaries,
executors, administrators, attorneys, successors, and assigns, hereby releases
and waives all claims, causes of action and demands of any kind against SAIC,
which the Bluegate Organization had, has or may have through the date SAIC
executes this Agreement, whether known or unknown, arising out of or relating
to: (i) SAIC’s ownership of capital stock of the Company, or of
options, warrants, rights or other securities or instruments exercisable or
exchangeable for or convertible into shares of the capital stock of the Company,
or the sale and assignment of such capital stock or other securities to the
Company pursuant to this Agreement, (ii) any notes, indebtedness, obligations,
liabilities of SAIC, or (iii) matters otherwise arising up to and including the
Agreement Date, including any fees, interest, bonuses, payments, transactions,
or commissions, or on account of any alleged conduct of SAIC which might be
alleged by the Bluegate Organization.
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4. To the
extent not prohibited by applicable law, the Bluegate Organization and SAIC
hereby warrant that they have and will not institute any lawsuit, claim, action,
charge, complaint, petition, appeal, accusatory pleading, or proceeding of any
kind against the other Party, and both Parties waive, or at a minimum assign to
the other Party, any and all rights to any and all forms of recovery or
compensation from any legal action brought by the other Party or on that other
Party’s behalf in connection with the matters (specifically excluding the
Promissory Note held by SAIC and associated payments from Company) that are the
subject of this Agreement. To the extent not prohibited by applicable
law, in the event that a lawsuit or any of the foregoing actions are filed by
SAIC or the Bluegate Organization in breach of this covenant, it is expressly
understood and agreed that:
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(a)
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This
covenant will constitute a complete defense to any such lawsuit or
action.
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(b)
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Any
material breach by a Party of any of the terms contained in this Agreement
relieves the other Party of any and all obligations it may have pursuant
to this Agreement.
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(c)
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Should
a Party bring any type of administrative or legal action arising out of
claims waived under this Agreement, the Party bringing the action will
bear all legal fees and costs associated
therewith.
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5. This
Agreement will be binding upon and will inure to the benefit of the successors,
assigns, heirs, executors and administrators of the respective
parties.
6. Nothing
contained in this Agreement, or the fact of its submission to SAIC, will be
admissible evidence in any judicial, administrative or other legal proceeding,
or be construed as an admission of any liability or wrongdoing on the part of
the Bluegate Organization or SAIC of any violation of federal or state statutory
or common law or regulation.
7. Should
any provision of this Agreement be held invalid or unenforceable by operation of
law or otherwise, all other provisions will remain in full force and effect;
provided that a court
may modify any provision to make it valid and enforceable.
8. This
Agreement sets forth the entire agreement between the parties regarding the
subject matter of this Agreement (specifically excluding the Promissory Note
held by SAIC from Company) and supersedes any and all prior oral or written
agreements or understandings between the SAIC and the Bluegate Organization
regarding the subject of this Agreement. This Agreement may not be
altered, amended, or modified except by a further written document signed by and
an authorized officer of both SAIC and the Company.
9. This
Agreement will be construed and enforced in accordance with the laws of the
State of Texas without reference to its or any other state’s conflicts of law
rules.
10. This
Agreement may be executed in counterparts, each of which will be deemed to be an
original but all of which together will constitute one and the same
instrument. A facsimile signature will be deemed to be an original
signature for all purposes.
11. All
parties to this Agreement acknowledge that they have had adequate time to review
this Agreement, that they all have been advised by the Company to consult with
legal counsel of its choosing regarding this Agreement.
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12. The
provisions of this Agreement shall become effective once all parties have
executed the Agreement below (the “Effective Date”).
IN
WITNESS WHEREOF, the Parties hereto have executed this Mutual Release Agreement
as of the date specified below.
Bluegate
Corporation
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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November
7 2009
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Xxxxxxx
X. Xxxxxxx
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Chief
Financial Officer
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Former Management
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By:
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/s/ Xxxxxxx Xxxxxxx
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November
7 2009
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Xxxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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November
7 2009
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Xxxxxxx
Xxxxxxxxx
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Accepted
and agreed to this Seventh (7th) day
of November, 2009.
SAI
Corporation
By: /s/ Xxxxxxx X.
Xxxxxx
Xxxxxxx X. Xxxxxx
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SCHEDULE 1
Reference
attached Sale Agreement for HIMS operation from Company to SAI
Corporation.
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