Contract
Exhibit
10.2
This
Release and Settlement Agreement (the "Agreement") is dated this __ day of
June,
2007 by and between EnterConnect, Inc. ("EnterConnect") and _______________
("Employee")(collectively, the “Parties”).
WHEREAS,
Employee was employed by EnterConnect commencing _________, 200_
until he resigned from EnterConnect on or about ________, 2007;
WHEREAS,
EnterConnect was unable to pay Employee his salary for work performed from
_______, 2007 to the date of Employee’s resignation; and
WHEREAS,
the parties hereto desire to resolve all disputes arising between themselves
including, but not limited to, all disputes relating to wages, salaries and
related benefits between Employee and EnterConnect;
NOW,
THEREFORE, in consideration of the promises and conditions set forth herein,
and
for other good and valuable consideration, the sufficiency and receipt of
which
are hereby acknowledged, the parties hereto agree as follows:
1. Settlement
and
Release. In exchange for the issuance by EnterConnect of
______________ (___) shares of EnterConnect’s common stock, par value $0.001 per
share (the “Shares”), which EnterConnect represents and warrants shall be
included on its Registration Statement of Form SB-2 or such other form as
is
appropriate, , Employee hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges EnterConnect and its
subsidiaries and affiliates and each of their current or former officers,
directors, stockholders, attorneys, agents, or employees (collectively, the
"EnterConnect Released Parties") from any and all claims, charges, complaints,
demands, actions, causes of action, suits, rights, debts, sums of money,
costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and expenses (including
attorneys' fees and costs), of every kind and nature, known or unknown, which
he
ever had or now has against the EnterConnect Released Parties including,
but not
limited to, all claims arising out of Employee's employment with or separation
from EnterConnect, the Employment Agreement, all claims and damages relating
to
race, sex, national origin, handicap, religious, sexual orientation, benefits
and age discrimination, all employment discrimination claims under Title
VII of
the Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the Age
Discrimination in Employment Act, 29 U.S.C. Section 621 et. seq., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et. seq.,
and
the Americans with Disabilities Act, 42 U.S.C. Section 12101 et. seq., and
similar state or local statutes, all wrongful discharge claims, all
common law claims including, but not limited to, actions in tort, defamation,
breach of contract and any claims under any other federal, state or local
statutes or ordinances not expressly referenced
above. Notwithstanding the foregoing, in no event shall Employee be
deemed by this Paragraph 1 to have released any rights to indemnification
or
contribution as provided by law or to any protection provided to Employee
under
EnterConnect's directors' and officers' liability insurance
policies.
2. Prior
Agreements. The Parties mutually agree to terminate and cancel
any and all prior agreements, business arrangements and joint ventures among
the
Parties so that upon execution of this Agreement all prior agreements, business
arrangements and joint ventures shall be void and without effect. The
Parties also agree that the terms of this Agreement will govern despite any
terms contained in the said prior agreements or any other understanding or
agreement heretofore entered into by the Parties.
3. Nondisclosure
of Confidential and Proprietary Information. Employee shall maintain the
confidentiality of all confidential and proprietary information of EnterConnect.
Employee agrees that at all times hereafter, Employee shall not intentionally
divulge, furnish or make available to any party any of the trade secrets,
patents, patent applications, price decisions or determinations, inventions,
customers, proprietary information or other intellectual property rights
of
EnterConnect, until after such time as such information has become publicly
known otherwise than by act or collusion of Employee. Employee further agrees
that he will return all EnterConnect's property and confidential and proprietary
information in his possession to EnterConnect within five (5) business days
from
the date of this Agreement.
4. Non-Disparagement.
Employee and EnterConnect mutually agree that the terms of this Agreement
are
amicable and mutually acceptable and the Parties agree with the other that
neither shall malign, defame, blame, or otherwise disparage the other, either
publicly or privately regarding the past or future business or personal affairs
of EnterConnect or Employee.
5. Confidentiality. The
Parties hereto understand and agree that the terms and contents of this
Agreement, and the contents of the negotiations and discussions resulting
in
this Agreement, shall be maintained as confidential, and none of the above
shall
be disclosed except to the extent required by federal or state law.
6. No
Promises of Representations of Reliance. None of the Parties (nor
any officer, agent, employee, representative, or attorney of or for any of
the
parties) has made any statement or representation to any of the other parties
regarding any fact relied upon any statement, representation or promise of
any
of the other Parties (or any officer, agent, employee, representative or
attorney for any of the parties) in executing this Agreement, except as
expressly stated in this Agreement. Each party to this Agreement has made
such
independent investigation of the facts herein and to all the matters pertaining
thereto, as he, she or it deemed necessary.
7. Binding
Effect. All covenant, promises, obligations, representations, and
warranties set forth herein shall be binding on all heirs, successors, assigns,
licensees, agents, and representatives of each of the parties hereto as shall
all of the benefits herein.
8. Drafting. The
Parties hereto agree that this Agreement has been negotiated and drafted
jointly, that the order of the paragraphs have no significance, and that
the
language hereof shall be construed as a whole according to its fair meaning
and
interpretation.
9. Amendment. This
Agreement shall be binding upon the parties and may not be modified in any
manner, except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties
hereto. This agreement is binding upon and shall inure to the benefit
of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.
10. Entire
Agreement and Applicable Law. This Agreement contains and
constitutes the entire understanding and agreement between the parties hereto
with respect to the settlement of claims the parties have against each
other. This Agreement cancels all previous oral and written
negotiations, agreements, commitments, and writings in connection
therewith. This Agreement shall be governed by the laws of the State
of New York to the extent not preempted by federal law.
11. Counterparts. This
Agreement may be executed in one or more separate counterparts, in original
or
facsimile form, each of which, when so executed, shall be deemed an original
and
shall together constitute one and the same instrument which may be sufficiently
evidenced by any one counterpart, and each of which shall be fully effective
against all persons executing the same and all persons or entities claiming
under or through them.
IN
WITNESS WHEREOF, the parties hereto have executed this Release and Settlement
Agreement as of the date set forth above.
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EMPLOYEE
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By:
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XXX
XXXXXXXXX
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Chairman,
CEO
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