SETTLEMENT AND RELEASE AGREEMENT
EXHIBIT
10.9
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SETTLEMENT
AND RELEASE
AGREEMENT
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XXXXX
X. XXXXXX
and
EFFECTIVE
DATE:
_____________,
2007
SETTLEMENT
AND RELEASE AGREEMENT
I
PARTIES
THIS
SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into
effective as of the ____ day of ____________, 2007 (the “Effective Date”), by
and between XXXXX X. XXXXXX, an individual residing in the State of California
(“Xxxxxx”); and, OXFORD MEDIA, INC., a Nevada
corporation (“Oxford”). Xxxxxx and Oxford are sometimes referred to collectively
herein as the “Parties”, and each individually as a “Party”.
II
RECITALS
X. Xxxxxx
is employed by Oxford in order to render services pursuant to the terms and
conditions of an Employment Agreement with an effective date of 01 October
2005
(the “Employment Agreement”), a copy of which is attached hereto as Exhibit
II-X.
X. Xxxxxx
also currently serves on the Board of Directors of Oxford (the
“Board”).
C. The
Parties mutually desire to terminate Xxxxxx’x employment relationship without
dispute or cause, effective as of the Termination Date (as defined in Section
4.1, below), and to terminate Xxxxxx’x status as a member of the Board effective
as of the Termination Date. Oxford conditionally offers to do so, provided
Xxxxxx (i) enters into and complies with all of the terms and conditions of
this
Agreement, including but not limited to the provision of assurances to Oxford
that he will not assert any claims of any kind against Oxford arising out of
Xxxxxx’x employment with Oxford and his status as a member of the Board; and,
(ii) abides by and honors his obligations to maintain and protect Oxford’s, and
Oxford’s affiliates, subsidiaries, predecessors, parents, related businesses and
entities’ Trade Secret and Confidential Information.
X. Xxxxxx
conditionally offers to terminate his employment relationship without dispute,
effective as of the Effective Date of this Agreement, and to terminate his
status as a member of the Board effective as of the Termination Date, in
exchange for valid consideration to be transferred by Oxford hereunder, so
long
as Oxford enters into and complies with all of the terms and conditions of
this
Agreement, including but not limited to the provision of assurances to Xxxxxx
that Oxford will not assert any claims of any kind against Xxxxxx and
specifically identified related parties arising out of Xxxxxx’x employment with
Oxford and his status as a member of the Board.
E. This
Agreement is to specifically encompass all of the claims and related factual
and
legal circumstances noted above (collectively referred to as the “Claims”). As
such, it is the intent of the Parties that their respective rights and
obligations to each other from this day forward shall be determined exclusively
under the terms of this Agreement.
F. All
Parties are desirous of settling the Claims and releasing each other from all
future liability.
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G. NOW,
THEREFORE, in consideration of the promises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
III
RELEASE
3.1 Exchange.
In consideration of the execution of this Agreement and the satisfaction of
the
obligations of each of the respective Parties hereunder, and other good and
valuable consideration, the receipt and value of which is hereby confirmed,
Xxxxxx on the one hand, and Oxford on the other hand, shall hereby fully,
finally, and forever settle and release each other from any and all claims,
losses, fines, penalties, damages, demands, judgments, debts, obligations,
interests, liabilities, causes of action, breaches of duty, costs, expenses,
judgments and injunctions of any nature whatsoever, whether known or unknown,
arising out of or related to the relationships between the Parties prior to
the
Effective Date, specifically including, but not limited to, the Claims
(cumulatively referred to as the “Released Claims”).
3.2 Complete
Release and Hold Harmless. All Parties, for themselves, itself,
their heirs, executors, administrators, successors, and assigns, hereby agree
to
release, discharge and hold harmless each other and the other’s directors,
employees, shareholders, managers, officers, members, affiliates, subsidiaries,
predecessors, parents, related businesses and entities, attorneys and each
of
their successors and assigns from any and all known and unknown claims of every
nature and kind whatsoever which they now or hereafter may have with respect
to
each other and/or the Claims, notwithstanding Section 1542 of the California
Civil Code, which provides that:
"A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND WHICH
IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
All
rights under §1542 of the California Civil Code, as well as under any other
statutes or common law principles of similar effect, are hereby expressly,
fully, knowingly, intentionally and forever waived and relinquished by the
Parties. Each Party hereby acknowledges that each understands the significance
and consequences of such waiver under §1542 of the California Civil Code, and
that each had the opportunity to seek the advice of legal counsel of its
choice.
3.3 Scope
of Xxxxxx’x Release. Xxxxxx further expressly understands that the
rights being waived hereunder specifically include, but are not limited to,
any
and all claims under (as any of the same may be amended from time to time)
Title
VII of the Civil Rights Act of 1964; Sections 1981 and 1983 of the Civil Rights
Act of 1866; Equal Pay Act; Americans with Disabilities Act; Age Discrimination
in Employment Act; Employee Retirement Income Security Act; Fair Labor Standards
Act; Family and Medical Leave Act; WARN Act; the United States and California
Constitutions; California Fair Employment and Housing Act; California Family
Rights Act; California Labor Code; any applicable California Industrial Welfare
Commission Wage Order; with respect to the foregoing constitutional and
statutory references, any comparable constitution, statute or regulation of
any
other state; all claims of discrimination or harassment on account of race,
sex,
sexual orientation, national origin, religion, disability, age, pregnancy,
veteran’s status, or any other protected status under any federal or state
statute; any federal, state or local law enforcing express or implied employment
contracts or covenants of good faith and fair dealing; any federal, state or
local laws providing recourse for alleged wrongful discharge or constructive
discharge, termination in violation of public policy, tort, physical or personal
injury, emotional distress, fraud, negligent misrepresentation, defamation,
and
any similar or related claim; together with any claim under any other local,
state or federal law or constitution governing employment, discrimination or
harassment in employment, or the payment of wages or benefits, whether or not
now known, suspected or claimed, which Xxxxxx ever had, now has, or may claim
to
have in the future as of the date of this Agreement. This Agreement and
the scope of the release by Xxxxxx hereunder expressly includes any statutory
claims, including, but not limited to, claims under the Age Discrimination
in
Employment Act (the “ADEA”) and the Older Workers’ Benefit Protection Act
(“OWBPA”), except that this Agreement does not waive rights or claims under the
ADEA which may arise after the Effective Date of this
Agreement.
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3.4 After
Acquired Information. The Parties acknowledge that they may
hereafter discover information, facts, or circumstances different from or in
addition to those which they now know or believe to be true. Except as otherwise
provided herein to the contrary, this Agreement shall remain in full force
and
effect in all respects notwithstanding such discovery, and the Parties expressly
accept and assume the risk of such possible additions to or differences from
those facts now known or believed to be true.
3.5 Enforceability.
The enforceability of this Agreement is conditioned upon each respective Party
satisfying its respective obligations hereunder. Any action by either Party,
whether or not permitted under applicable law, (i) constituting a material
default hereunder; or, (ii) inconsistent with the concept of the complete
release envisioned hereunder, shall, in the discretion of the other Party,
constitute a material default of this Agreement rendering null and void the
complete releases hereunder and the consideration issued hereunder.
3.6 Assignment
of Released Claims. The Parties hereby covenant that none of the
Released Claims has been assigned to any other person, and that no other person
has any interest in any of the Released Claims. In the event any other person
asserts any interest with respect to the Released Claims, then the Party
breaching this covenant shall fully defend and indemnify the Party against
whom
such claim is asserted for any and all damages, costs, and fees of any
kind.
3.7 Specific
Exclusion. It is expressly understood that the release contained in
this Agreement does not encompass or include any of the following:
(a) The
promises and obligations of the Parties under this Agreement, including but
not
limited to the registration obligations of Oxford under Section 5.3, below;
or
(b) The
intentionally willful, tortious, or criminal acts of either Party after the
execution of this Agreement; or
(c) Any and all
indemnification rights available to Xxxxxx under applicable state law, none
of
which shall be deemed waived by Xxxxxx hereunder.
3.8 No
Admission of Liability. Notwithstanding the terms and conditions of
this Agreement, execution hereof shall in no manner or form constitute the
admission of liability or responsibility of either Party in respect to the
Claims.
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IV
EMPLOYMENT
RELATIONSHIP
4.1 Voluntary
Termination of Employment. The Parties agree that Xxxxxx
voluntarily accepted termination of his employment with Oxford, and that his
last day of employment by and with Oxford shall be deemed to be the 16th day of
July, 2007
(the “Termination Date”). As of the Termination Date and as additional
consideration hereunder, Xxxxxx voluntarily resigned any and all positions
he
held in and with Oxford as an employee, and the Employment Agreement shall
be
deemed to be terminated.
4.2 Voluntary
Termination as a Board Member. The Parties agree that Xxxxxx
voluntarily accepted termination of his position as a member of the Board,
and
that his last day as a member of the Board shall be deemed to be the Termination
Date noted above. As of the Termination Date and as additional consideration
hereunder, Xxxxxx voluntarily resigned his position as a member of the
Board.
4.3 Payment
of Amounts Owed. The issuance of stock to be made by Oxford to
Xxxxxx pursuant to Article V shall represent all amounts due Xxxxxx for unpaid
and accrued wages and benefits, if applicable, including but not limited to
sick
leave, vacation time, severance, and all other amounts which may be due to
Xxxxxx from Oxford hereafter, and Xxxxxx shall neither make, nor be entitled
to
any other amounts, except as provided in Section 4.4, below.
4.4 Health
Insurance. Oxford, at its sole cost and expense, shall maintain in
full force and effect the health insurance benefits provided to Xxxxxx up to
and
until all of the Shares are fully registered pursuant to Section 5.3, below.
Thereafter, such coverage shall terminate, unless Xxxxxx makes a proper election
to continue such coverage under COBRA, in which case all such benefits shall
be
at his sole cost and expense. Any and all other coverage of any kind extending
beyond the terms and conditions of this Agreement will be solely at the expense
of Xxxxxx and subject to the terms and conditions of the documents governing
the
medical plan. It is the sole responsibility of Xxxxxx to comply with said terms
and conditions, and Oxford will have no liability for the future failure of
Xxxxxx to acquire COBRA coverage.
4.5 Express
Waiver of Any Other Amounts. Xxxxxx hereby acknowledges
that he is not entitled to receive, and will not claim, any damages, rights,
benefits, or compensation other than as expressly set forth in this Agreement.
Specifically, no vacation, benefits, earned or paid time off, or other
accrual-based benefits of any kind (“Post Termination Benefits) will accrue,
vest or otherwise be credited to Xxxxxx after the Effective Date. Xxxxxx
expressly waives, foregoes and denies any right or claim to such Post
Termination Benefits and acknowledges that no compensation, remuneration or
other form of payment or benefit is forthcoming based thereon.
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V
STOCK
ISSUANCE
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5.1 Shares.
Upon execution hereof, Oxford shall issue to Xxxxxx six million three hundred
thousand (6,300,000) shares of Oxford common stock (the “Shares”). The Shares
shall be “restricted stock”, pursuant to and as that term is commonly defined
under Rule 144 under the Securities Act of 1933 (the “Securities Act”). When
issued the Shares will represent validly authorized, duly issued, and fully
paid
shares of common stock of Oxford, and the issuance thereof will not conflict
with the Articles or Bylaws of Oxford or with any outstanding warrant, option,
call, preemptive right or commitment of any type relating to Oxford’s common
stock.
5.2 Exchange
Agreement and Related Transactions. Xxxxxx hereby expressly
acknowledges and agrees as follows:
(a) He
is concurrently executing a Securities Exchange Agreement (the “Exchange
Agreement”), and the Shares shall be subject to all transactions envisioned
under the Exchange Agreement, including but not limited to the reverse stock
split, which will result in the number of Shares being significantly
reduced.
(b) He will vote all
of the Shares in favor of the reverse stock split, as referenced on the Voting
Consent attached hereto as Exhibit 5.2(b).
5.3 Registration
Rights. Xxxxxx shall be afforded all rights and remedies under that
certain Registration Rights Agreement, attached hereto as Exhibit 5.3 (the
“Rights Agreement”), including but not limited to liquidated damages. Pursuant
to the Rights Agreement, the Shares shall be registered with the Securities
and
Exchange Commission in accordance with the time frame and terms and conditions
under the Rights Agreement. Oxford hereby agrees to disclose in the Rights
Agreement Xxxxxx’x registration rights granted under this
Agreement.
VI
CONFIDENTIALITY
AND BUSINESS RELATED PROVISIONS
6.1 Non-Disclosure
of Business Information. Xxxxxx shall not at any time,
either directly or indirectly use, divulge, disclose or communicate to any
person, firm, or corporation, in any manner whatsoever, any confidential
information concerning any matters affecting or relating to the business of
Oxford, including, but not limited to, the names, buying habits, or practices
of
any of its customers, its' marketing methods and related data, the names of
any
of its vendors or suppliers, costs of materials, the prices it obtains or has
obtained or at which it sells or has sold its products or services,
manufacturing and sales, costs, lists or other written records used in Oxford's
business, compensation paid to employees and other terms of employment, or
any
other confidential information of, about or concerning the business of Oxford,
its manner of operation, or other confidential data of any kind, nature, or
description. The Parties hereby stipulate that as between them, the foregoing
matters are important, material, and confidential trade secrets and affect
the
successful conduct of the Oxford's business and its goodwill, and that any
breach of any term of this paragraph is a material breach of this
Agreement.
6.2 Return
of Materials. Upon execution of this Agreement, or as soon as
practicable thereafter, Xxxxxx shall promptly deliver to Oxford all equipment,
notebooks, documents, memoranda, reports, files, samples, books, correspondence,
lists, computer disks and data bases, computer programs and reports, computer
software, and all other written, graphic and computer generated or stored
records relating to the business of Oxford which are or have been in the
possession or under the control of Xxxxxx.
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6.3
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No
Disparaging Remarks.
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6.3.1. By
Xxxxxx. Xxxxxx agrees that he shall not make, or cause
to be made, any statement or communicate any information (whether oral or
written) that disparages or reflects negatively on Oxford. Nothing herein shall
preclude Xxxxxx from complying with a subpoena or other lawful
process.
6.3.2. By
Oxford. Oxford agrees that
it shall not make, or cause to be made, any statement or communicate any
information (whether oral or written) that disparages or reflects
negatively on Xxxxxx. It shall not be a violation of this Section 6.3 if an
employee or independent contractor of Oxford disparages Xxxxxx or
interferes with the efforts of Xxxxxx to obtain subsequent employment
outside the scope of his or her employment or without the authority of
Oxford, and Oxford shall have no liability for such unauthorized acts. Nothing
herein shall preclude Oxford from complying with a subpoena or other
lawful process.
VII
ADDITIONAL
REPRESENTATIONS AND OBLIGATIONS
7.1 Consideration
Period. This Agreement has been delivered to Xxxxxx on the 10th
day of July, 2007.
Xxxxxx shall have twenty-one (21) days to consider and sign this Agreement.
Pursuant to Section 7.3, below, Xxxxxx has been encouraged to seek legal counsel
to consider and review this Agreement. To the extent Xxxxxx does not use the
full 21-days within which to consider signing this Agreement, Xxxxxx’x signature
hereto shall serve as Xxxxxx’x express written waiver of this period and of any
and all claims, rights, or causes of action of any kind against Oxford of any
kind arising out of Xxxxxx’x voluntary decision to execute this Agreement and
waive this consideration period.
7.2 Revocation
Period. Upon execution of this Agreement, Xxxxxx shall have seven
(7) days to revoke the Agreement. Any such revocation by Xxxxxx must be in
writing and delivered to Oxford pursuant to the notice requirements under
Article VII, below. If timely revoked by Xxxxxx, this Agreement will not be
effective or enforceable, and all Parties shall be immediately released of
all
obligations hereunder, with no affect on any of the claims each Party may
otherwise possess, and the Shares shall be immediately cancelled without need
for further action by Xxxxxx.
7.3 Independent
Legal Counsel. The Parties to this Agreement warrant, represent,
and agree that in executing this Agreement, they do so with full knowledge
of
the rights each may have with respect to the other Party, and that each has
received, or has had the opportunity to receive, independent legal advice as
to
these rights. Each of the Parties has executed this Agreement with full
knowledge of these rights, and under no fraud, coercion, duress, or undue
influence.
7.4 Waiver
of Age Discrimination Claim. Xxxxxx understands that the release
contained in this Agreement had to meet certain requirements to constitute
a
valid release of any claims under the Age Discrimination in Employment Act
(“ADEA”), and Xxxxxx hereby represents that all such requirements were in fact
satisfied. These requirements required the following, each of which has in
fact
been satisfied: (i) execution of this Agreement by Xxxxxx has been knowing
and
voluntary, and free from duress, coercion and mistake of fact; (ii) this
Agreement is in writing and is understandable; (iii) this Agreement has waived
current ADEA claims explicitly; (iv) this Agreement has not waived future ADEA
claims; (v) the release by Xxxxxx hereunder of ADEA claims has been paid for
with something to which Xxxxxx was not already entitled; (vi) this Agreement
has
advised Xxxxxx to consult an attorney; (vii) this Agreement has given Xxxxxx
twenty-one (21) days to consider the ADEA release contained in this Agreement;
and, (viii) this Agreement has given Xxxxxx seven (7) days within which to
revoke the ADEA release contained in this Agreement after
execution.
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VIII
ADDITIONAL
PROVISIONS
8.1 Executed
Counterparts. This Agreement may be executed in any number of
counterparts, all of which when taken together shall be considered one and
the
same agreement, it being understood that all Parties need not sign the same
counterpart. In the event that any signature is delivered by fax or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the Party executing (or on whose behalf such signature
is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. Each of the Parties hereby expressly
forever waives any and all rights to raise the use of a fax machine or E-Mail
to
deliver a signature, or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine or E-Mail,
as a
defense to the formation of a contract.
8.2 Successors
and Assigns. Except as expressly provided in this Agreement, each
and all of the covenants, terms, provisions, conditions and agreements herein
contained shall be binding upon and shall inure to the benefit of the successors
and assigns of the Parties hereto.
8.3 Article
and Section Headings. The article and section headings used in this
Agreement are inserted for convenience and identification only and are not
to be
used in any manner to interpret this Agreement.
8.4 Severability.
Each and every provision of this Agreement is severable and independent of
any
other term or provision of this Agreement. If any term or provision hereof
is
held void or invalid for any reason by a court of competent jurisdiction, such
invalidity shall not affect the remainder of this Agreement.
8.5 Governing
Law. This Agreement shall be governed by the laws of the State of
California, without giving effect to any choice or conflict of law provision
or
rule (whether of the State of California or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State
of
California. If any court action is necessary to enforce the terms and conditions
of this Agreement, the Parties hereby agree that the Superior Court of
California, County of Orange, shall be the sole jurisdiction and venue for
the
bringing of such action.
8.6 Entire
Agreement. This Agreement, and all references, documents, or
instruments referred to herein, contains the entire agreement and understanding
of the Parties hereto in respect to the subject matter contained herein. The
Parties have expressly not relied upon any promises, representations,
warranties, agreements, covenants, or undertakings, other than those expressly
set forth or referred to herein. This Agreement supersedes any and all prior
written or oral agreements, understandings, and negotiations between the Parties
with respect to the subject matter contained herein.
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8.7 Additional
Documentation. The Parties hereto agree to execute, acknowledge,
and cause to be filed and recorded, if necessary, any and all documents,
amendments, notices, and certificates which may be necessary or convenient
under
the laws of the State of California.
8.8 Attorney's
Fees. If any legal action (including arbitration) is necessary to
enforce the terms and conditions of this Agreement, the prevailing Party shall
be entitled to costs and reasonable attorney's fees.
8.9 Amendment.
This Agreement may be amended or modified only by a writing signed by all
Parties.
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8.10
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Remedies.
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8.10.1. Specific Performance. The
Parties hereby declare that it is impossible to measure in money the damages
which will result from a failure to perform any of the obligations under this
Agreement. Therefore, each Party waives the claim or defense that an adequate
remedy at law exists in any action or proceeding brought to enforce the
provisions hereof.
8.10.2. Cumulative. The remedies of the
Parties under this Agreement are cumulative and shall not exclude any other
remedies to which any person may be lawfully entitled.
8.11 Waiver.
No failure by any Party to insist on the strict performance of any covenant,
duty, agreement, or condition of this Agreement or to exercise any right or
remedy on a breach shall constitute a waiver of any such breach or of any other
covenant, duty, agreement, or condition.
8.12 Assignability.
This Agreement is not assignable by either Party without the expressed written
consent of all Parties.
8.13 Notices.
All notices, requests and demands hereunder shall be in writing and delivered
by
hand, by facsimile transmission, by E-Mail, by mail, by telegram, or by
recognized commercial over-night delivery service (such as Federal Express,
UPS,
or DHL), and shall be deemed given (a) if by hand delivery, upon such delivery;
(b) if by facsimile transmission, upon telephone confirmation of receipt of
same; (c) if by E-Mail, upon telephone confirmation of receipt of same; (d)
if
by mail, forty-eight (48) hours after deposit in the United States mail, first
class, registered or certified mail, postage prepaid; (e) if by telegram, upon
telephone confirmation of receipt of same; or, (f) if by recognized commercial
over-night delivery service, upon such delivery.
8.14 Time.
All Parties agree that time is of the essence as to this Agreement.
8.15 Agreement
to Arbitrate. The Parties agree to cooperate and meet in order to
resolve any disputes or controversies arising under this Agreement. Should
they
be unable to do so, then either may elect arbitration under the rules of the
American Arbitration Association, and both Parties are obligated to proceed
thereunder. Arbitration shall proceed in Orange County, and the Parties agree
to
be bound by the arbitrator's award, which shall be a final judgment and may
be
filed in the Superior Court of California, County of Orange. The Parties consent
to the jurisdiction of California Courts for enforcement of this Agreement,
and
in particular this Section 8.16 and the determination and award by arbitration.
The prevailing Party shall be entitled to reimbursement for his attorney's
fees
and all costs associated with arbitration. In any arbitration proceeding
conducted pursuant to the provisions of this Section, both Parties shall have
the right to conduct discovery, to call witnesses and to cross-examine the
opposing Party's witnesses, either through legal counsel, expert witnesses
or
both, and the provisions of the California Code of Civil Procedure (Right to
Discovery; Procedure and Enforcement) are hereby incorporated into this
Agreement by this reference and made a part hereof.
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8.16 Waiver
of Trial. IN ACCORDANCE WITH THE AGREEMENT OF THE PARTIES TO
ARBITRATE ALL DISPUTES PURSUANT TO SECTION 8.15, ABOVE, EACH PARTY HEREBY WAIVES
TRIAL IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY OF THEM AGAINST
THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY
OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. THE PROVISIONS OF THIS SECTION
8.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS
SHALL
BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED
TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.16 WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
8.17 Provision
Not Construed Against Party Drafting Agreement. This Agreement is
the result of negotiations by and between the Parties, and each Party has had
the opportunity to be represented by independent legal counsel of its choice.
This Agreement is the product of the work and efforts of all Parties, and shall
be deemed to have been drafted by all Parties. In the event of a dispute, no
Party hereto shall be entitled to claim that any provision should be construed
against any other Party by reason of the fact that it was drafted by one
particular Party.
8.18 Incorporation
of Exhibits and Schedules. The Exhibits and Schedules identified in
this Agreement are incorporated herein by reference and made a part hereof
as if
set out in full herein.
8.19 Recitals.
The facts recited in Article II, above, are hereby conclusively presumed to
be
true as between and affecting the Parties.
8.20 Best
Efforts. The Parties shall use and exercise their best efforts,
taking all reasonable, ordinary and necessary measures to ensure an orderly
and
smooth relationship under this Agreement, and further agree to work together
and
negotiate in good faith to resolve any differences or problems which may arise
in the future.
8.21 Definitional
Provisions. For purposes of this Agreement, (i) those words, names,
or terms which are specifically defined herein shall have the meaning
specifically ascribed to them; (ii) wherever from the context it appears
appropriate, each term stated either in the singular or plural shall include
the
singular and plural; (iii) wherever from the context it appears appropriate,
the
masculine, feminine, or neuter gender, shall each include the others; (iv)
the
words “hereof”, “herein”, “hereunder”, and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole, and not to any
particular provision of this Agreement; (v) all references to designated
“Articles”, “Sections”, and to other subdivisions are to the designated
Articles, Sections, and other subdivisions of this Agreement as originally
executed; (vi) all references to "Dollars" or “$” shall be construed as being
United States dollars; (vii) the term “including” is not limiting and means
“including without limitation”; and, (viii) all references to all statutes,
statutory provisions, regulations, or similar administrative provisions shall
be
construed as a reference to such statute, statutory provision, regulation,
or
similar administrative provision as in force at the date of this Agreement
and
as may be subsequently amended.
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IX
EXECUTION
IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties,
and shall be effective as of and on the Effective Date set forth in Article
I,
above.
THE
PARTIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. ITS CONTENTS AND THE RELEASE
CONTAINED HEREIN HAVE BEEN FULLY EXPLAINED TO THEM BY THEIR ATTORNEYS, OR THEY
HAVE VOLUNTARILY ELECTED NOT TO SEEK THE ADVICE OF AN ATTORNEY. THE PARTIES
FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY
PROMISES OR REPRESENTATIONS MADE TO EACH OF THE PARTIES ABOUT THIS AGREEMENT,
OR
TO INDUCE THEM TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE
PARTIES ARE SIGNING THIS AGREEMENT KNOWINGLY AND
VOLUNTARILY.
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XXXXXX:
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OXFORD:
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________________________________
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a
Nevada corporation
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XXXXX
X. XXXXXX
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DATED:
________________________
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BY: ___________________________
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NAME: ________________________
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TITLE:
________________________
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DATED: _______________________
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