EXHIBIT 10.8
ASSIGNMENT AND RELEASE AGREEMENT
THIS AGREEMENT made effective as of the 27th day of October, 2000
AMONG:
XXXX XXXXXXX of 000 Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx Xxxx,
Xxxxxxxx 00000
("Xxxx")
AND:
XXXXX SNEJDAR of 16 - 0000 Xxxxxx Xxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0
("Xxxxx")
AND:
XXXXXXXXXX.XXX, INC., a corporation incorporated under the laws
of the State of Washington and having an office at Suite 400 -
107 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000
("EasyTrivia")
WHEREAS:
A. Brad, Brent, EasyTrivia and Second Stage Ventures, Inc. ("Second Stage") are
parties to a Financing Agreement (the "Financing Agreement") made effective as
of the 5th day of October, 2000, a copy of which is attached as Schedule "A" to
this Agreement.
X. Xxxxx has agreed to assign to Xxxx all of Brent's right, title and interest
in, to and under the Financing Agreement and all of the benefits to be derived
therefrom and Xxxx has agreed to accept such assignment.
X. Xxxxx and EasyTrivia are parties to a Consulting Agreement (the "Consulting
Agreement") made effective as of the 5th day of October, 2000.
X. Xxxxx and EasyTrivia wish to terminate the Consulting Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements
hereinafter set forth, and in consideration of the sum of $2.00 paid by each
party to each of the other parties (the receipt and sufficiency of which
consideration is hereby acknowledged by all parties) the parties hereto agree as
follows:
1. DEFINITIONS
1.1 In this Agreement the following words shall have the following meanings:
(a) "Affiliate" has the meaning assigned to that term in the Company Act
(British Columbia); and
(b) "Person" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with
or without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency or entity
however designated or constituted, and their respective personal
representatives, successors and assigns.
2. ASSIGNMENT
2.1 Xxxxx hereby assigns (the "Assignment") to Xxxx all of Brent's right, title
and interest in, to and under the Financing Agreement and all of the benefits to
be derived therefrom, including the options contained in Sections 3.1(b) and 3.2
to purchase common shares in the capital of EasyTrivia and his right contained
in Section 5.1, and Xxxx hereby accepts the Assignment.
2.2 The purchase price payable by Xxxx to Xxxxx for the Assignment is
CDN$5,000.
2.3 EasyTrivia hereby consents to the Assignment.
3. CONSULTING AGREEMENT
3.1 The Consulting Agreement is hereby terminated. Xxxxx will not be reimbursed
for any expenses incurred by Xxxxx in connection with his duties under the
Consulting Agreement and Xxxxx will not be entitled to receive any further
consulting fees, including the consultant fees, or any portion thereof, that
would have been payable by EasyTrivia to Xxxxx on October 31, 2000.
3.2 Xxxxx will be entitled to keep an emachine pentium 3 450 desktop computer
which was purchased by Xxxxx and for which Xxxxx was reimbursed by EasyTrivia.
4. RESIGNATION
4.1 Xxxxx will resign as a director and officer of EasyTrivia and will provide
EasyTrivia with a resignation in the form attached as Schedule "B" to this
Agreement.
5. RELEASES
5.1 Xxxxx, for himself and for and on behalf of his personal representatives,
hereby remises, releases and forever discharges EasyTrivia and Xxxx, their
Affiliates and their respective directors, officers, shareholders, employees,
servants and agents, whether such servants or agents are independent contractors
or otherwise, and each of the aforementioned Persons respective
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personal representatives, successors and assigns (collectively, the "Released
Parties") of and from any and all manner of actions, causes of actions, suits,
contracts, claims, demands, debts, dues, sums of money, accounts and damages of
any kind whatsoever that Xxxxx has ever had, now has or may have in the future
against the Released Parties by reason of or arising out of or in relation to,
directly or indirectly, any cause, matter or thing whatsoever occurring or
existing up to the date of this Agreement, other than the subject matter of the
Share Purchase Agreement made effective as of the 5th day of October, 2000
between Brad, Brent, Second Stage and EasyTrivia.
6. GENERAL
6.1 This Agreement will enure to the benefit of and be binding upon the parties
and their respective personal representatives, successors and assigns.
6.2 The parties to this Agreement covenant to execute and deliver such further
and other documents, conveyances, agreements and transfers as may be necessary
to give effect to this Agreement.
6.3 Time shall be of the essence of this Agreement and of the transactions
contemplated by this Agreement.
6.4 No change or modification of this Agreement will be valid unless it is in
writing and signed by the parties to this Agreement.
6.5 This Agreement and any documents and agreements to be delivered pursuant to
this Agreement supersede all previous invitations, proposals, letters,
correspondence, negotiations, promises, agreements, covenants, conditions,
representations and warranties with respect to the subject matter of this
Agreement. There is no representation, warranty, collateral term or condition or
collateral agreement affecting this Agreement, other than as expressed in
writing in this Agreement.
6.6 It is intended that all of the provisions of this Agreement will be fully
binding and effective between the parties. If any particular provision or
provisions or a part of one or more is held to be invalid, illegal, void,
voidable or unenforceable for any reason whatsoever, then the particular
provision or provisions or part of the provision will be deemed severed from the
remainder of this Agreement. The remainder of this Agreement will not be
affected by the severance and will remain in full force and effect.
6.7 Xxxxxxx & Xxxxxx has prepared this Agreement at the request of Second
Stage. Each party confirms and agrees that Xxxxxxx & Xxxxxx is not providing any
of the parties to this Agreement with any legal or other advice in connection
with this Agreement. Xxxx, Xxxxx and EasyTrivia confirm and agree that they have
each been duly advised (and fully and fairly informed with respect to such
matters) to obtain all necessary and independent legal and other applicable
professional advice and counsel prior to entering into this Agreement. Xxxx,
Xxxxx and EasyTrivia have either obtained all such advice and counsel or have
determined to their own satisfaction, having been fully and fairly informed
therein, not to seek such advice and counsel.
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6.8 This Agreement may be executed in any number of counterparts with the same
effect as if all parties had signed the same document. All of these counterparts
will for all purposes constitute one agreement, binding on the parties,
notwithstanding that all parties are not signatories to the same counterpart. A
fax transcribed copy or photocopy of this Agreement executed by a party in
counterpart or otherwise will constitute a properly executed, delivered and
binding agreement or counterpart of the executing party.
6.9 This Agreement will be governed by and construed in accordance with the
laws of British Columbia and the laws of Canada applicable in such Province.
6.10 All notices and other communications given in connection with this
Agreement shall be in writing and shall, except in the event of a mail strike,
during which time all notices may be personally delivered, be sufficiently given
if delivered in person or sent by registered mail, postage prepaid, to the
parties at the addresses set forth on page 1 hereof. Any such notices or other
communications sent by registered mail addressed as aforesaid shall be deemed to
be received by the addressee thereof on the fifth business day after the mailing
thereof. Any such notices personally delivered shall be deemed delivered on the
day of delivery. Any party hereto may change its address for service by notice
in writing to the other parties hereto.
IN WITNESS WHEREOF the parties have duly executed this Agreement to be effective
as of the date first written above.
SIGNED, SEALED & DELIVERED by )
XXXX XXXXXXX in the presence of: )
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Signature of Witness ) XXXX XXXXXXX
)
Name: )
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Address: )
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Occupation: )
)
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SIGNED, SEALED & DELIVERED by )
XXXXX SNEJDAR in the presence of: )
)
)
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Signature of Witness ) XXXXX SNEJDAR
)
Name: )
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Address: )
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Occupation: )
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XXXXXXXXXX.XXX, INC.,
by its authorized signatory:
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Authorized Signatory
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SCHEDULE "B"
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RESIGNATION
TO: XxxxXxxxxx.xxx, Inc.
(the "Corporation")
AND TO: The Director(s) thereof
I hereby resign as a Director of the Corporation and as the Vice
President and CFO of the Corporation, such resignations to be effective
immediately.
DATED this 27th day of October, 2000.
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Xxxxx Snejdar
