Exhibit 10.2
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (the "Settlement Agreement") is made
as of this 6th day of January, 2006, by and between World Golf League, Inc.
("WGL") and Xxxxxx Productions, Inc., d/b/a Xxxxxx Entertainment ("XXXXXX") with
regards to the WGL Million Dollar Shootout Golf programs, (the "Programs")
XXXXXX and WGL are at times collectively referred to herein as the "Parties."
WITNESSETH
WHEREAS, a dispute arose between XXXXXX and WGL concerning a Agreement
dated as of July 25, 2005 (the "Agreement") WGL" and XXXXXX with regards to the
WGL Million Dollar Shootout Golf programs, (the "Programs");
WHEREAS, WGL made certain payments of the License Fees due under the
Agreement in the amount of $59,500 ("Paid License Fees");
WHEREAS, Subsequent to WGL's payment of the Paid License Fees, WGL failed
to make certain payments of the License Fees due under the term of the
Agreement; WHEREAS, upon proper notice XXXXXX terminated the Agreement for WGL's
failure to pay the License Fees under the terms of the Agreement and notified
WGL that the Programs would not be broadcast over the Network operated by
XXXXXX; and
WHEREAS, it is the intention of the Parties hereto to resolve any and all
disputes in any way relating to allegations or claims made or that could have
been made and to finally and fully resolve all matters relating to the Parties'
prior business dealings;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. As a express condition precedent for XXXXXX entering into this
Settlement Agreement and agreeing to the terms therein, WGL agrees that:
(a) XXXXXX shall retain the Paid License Fees and WGL shall make no
claim and have no rights with respect to such Paid License Fees; and
(b) XXXXXX shall have no obligation to broadcast the Programs as
originally contemplated under the Agreement and XXXXXX shall have no
liability to WGL (or anyone) with respect thereto; and
(c) Upon its execution of this Settlement Agreement by WGL, WGL shall
immediately pay to XXXXXX the additional sum of SIXTY FIVE THOUSAND DOLLARS
(U.S. $65,000) via wire transfer instructions previously provided to WGL by
XXXXXX.
2. XXXXXX, its respective successors, predecessors, assigns, present and
former affiliates, subsidiaries, officers, directors, stockholders, attorneys,
present and former employees and agents, individually and collectively,
including, without limitation, release WGL together with its respective
successors, predecessors, assigns, present and former affiliates, subsidiaries,
corporate parents, officers, directors, trustees, stockholders, attorneys,
present and former employees and agents, from any and all actions, causes of
action, claims, suits, liabilities, obligations, agreements losses attorney's
fees, expenses, costs, damages and/or demands whatsoever, whether at law or in
equity, that XXXXXX ever had, now has or may have, known or unknown, relating in
any way to the Agreement, including without limitation any communication,
representations, or warranties coinciding with that Agreement.
3. WGL, its respective successors, predecessors, assigns, present and
former affiliates, subsidiaries, officers, directors, stockholders, attorneys,
present and former employees and agents individually and collectively, release
XXXXXX together with its respective successors including without limitation its
predecessors, assigns, present and former affiliates, subsidiaries, corporate
parents including without limitation its officers, directors, trustees,
stockholders, attorneys, present and former employees and agents, from any and
all actions, causes of action, claims, suits, liabilities, obligations,
agreements losses attorney's fees, expenses, costs, damages and/or demands
whatsoever, whether at law or in equity, that WGL ever had, now has or may have,
known or unknown, relating in any way to the Agreement, including without
limitation any communication, representations, or warranties coinciding with
that Agreement.
4. Each Party represents and warrants that it is the owner of all claims
settled and released herein and that it has not heretofore assigned to any other
person or entity, other than its parents, subsidiaries, or affiliated entities,
all or any portion of any claim settled and released herein. Each party
represents that it has full authority to enter into this Settlement Agreement
and to fully and completely release all claims described herein on behalf of
itself, as well as its parents, subsidiaries, and affiliated entities.
5. The Parties acknowledge and agree that this is a compromise settlement
that is not in any respect, nor for any purpose to be deemed or construed as, an
admission or concession of any position or any liability or wrongdoing
whatsoever on the part of either Party.
6. With regard to the subject matter of this Settlement Agreement, the
Parties acknowledge and agree that no statements, promises, or representations
have been made by any Party to the other, or are relied on by any Party, other
than those specifically identified in this Settlement Agreement. No conditions
precedent to the effectiveness of this Settlement Agreement exist, other than
those which may be expressly provided herein. This Settlement Agreement contains
the entire agreement between the Parties with regard to the matters set forth
herein. Any prior or contemporaneous written or oral agreements between or among
the Parties that are comprised, related to or embraced within the Litigation are
merged into and superseded by this Settlement Agreement. No amendment,
modification or waiver of this Settlement Agreement shall be valid unless in
writing and signed by all of the Parties.
7. Each Party warrants and represents that this Settlement Agreement has
been fully and carefully read by it, that it has had the opportunity to consult
with and receive advice from its own attorney, that it knows the contents
hereof, and that the person signing on its behalf below has signed the same out
of his or her own free will and with full authority to do so.
8. Each of the undersigned individuals executing this Settlement Agreement
in a representative capacity hereby represents and warrants that he or she is
authorized to enter into this Settlement Agreement on behalf of the Party which
he or she purports to represent, that all necessary authorization or other
resolutions have been passed and obtained, and that this Settlement Agreement
shall be the legal, valid and binding obligation of said Party.
9. The terms of this Settlement Agreement are contractual and not mere
recitals.
10. The law of the State of Florida shall govern the interpretation,
construction, and enforcement of this Agreement.
11. The Parties expressly agree that the terms and conditions of this
Agreement and all documents necessary to implement same, all settlement
negotiations, and all allegations that were or could have been made by one party
against the other (collectively, the "Confidential Information") shall not be
referred to, characterized, described or in any manner referenced in any
written, oral, electronic or other communication made to any person or entity
and shall remain strictly confidential.
12. Notwithstanding Paragraph 11, disclosure of Confidential Information
shall not constitute a breach of this Agreement if the disclosing party (1) does
so solely for purposes of proper financial accounting or tax reporting of the
disclosing party; or (2) does so with advance written consent of the other
party; or (3) does so by Court order.
This Agreement consists of 4 pages, including acknowledgements, is executed
in duplicate originals, and is effective this the 6th day of January, 2006.
IN WITNESS WHEREOF, the Parties have executed this Settlement and Release
Agreement.
XXXXXX PRODUCTIONS, INC.
(D/B/A XXXXXX ENTERTAINMENT
By:/s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Operating Officer
WORLD GOLF LEAGUE, LLC
By:/s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: CEO
