Exhibit 10.35
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is effective as of January 1, 2006, by and
between PARAGON TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
THE QTX GROUP, a Pennsylvania sole proprietorship ("QTX").
BACKGROUND
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Company and QTX are parties to that certain Consulting Agreement dated as
of September 1, 2005 (the "Consulting Agreement").
Company and QTX desire to terminate the Consulting Agreement as provided in
this Termination Agreement.
NOW THEREFORE, in consideration of these premises and the mutual promises
contained herein, the parties, intending to be legally bound, agree as follows:
1. Termination. Except for those rights and obligations which by their
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terms survive beyond the term of the Consulting Agreement, including, without
limitation, the confidentiality obligations contained in Section 5 thereof, the
rights and obligations of Company and QTX under the Consulting Agreement be and
are hereby terminated in their entirety, and the Consulting Agreement shall
henceforth be null and void and of no further force and effect.
2. Binding Effect. This Agreement shall inure to the benefit of, and be
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binding upon and enforceable by, the parties hereto and their respective
successors and permitted assigns.
3. Entire Agreement. This Agreement embodies the entire agreement and
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understanding between the parties relating to the subject matter hereof and
supersedes all prior agreements, understandings and communications relating to
such subject matter. This Agreement may be amended by the parties hereto, at any
time only by an instrument in writing signed on behalf of each of the parties
hereto.
4. Governing Law. This Agreement shall be governed by and construed under
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the laws of the Commonwealth of Pennsylvania without regard to conflict or
choice of law principles of any jurisdiction.
5. Counterparts. This Agreement may be executed in counterparts, and when
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so executed each counterpart shall be deemed to be an original, and said
counterparts together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PARAGON TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Financial Officer
THE QTX GROUP
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
