TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Termination Agreement") dated as of April 17,
2000, by and between Q-Seven Systems, Inc., a Utah corporation ("Q-Seven"), and
Xx. Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx," and together with Q-Seven, the "Parties").
WHEREAS, Q-Seven and Xxxxxxxxx are the parties to that certain Consulting
Agreement dated May 27, 1999 (the "Consulting Agreement"), a copy of which is
attached hereto as Exhibit A; and
WHEREAS, pursuant to the Consulting Agreement, Xxxxxxxxx was to perform
services for Q-Seven as an independent contractor;
WHEREAS, Q-Seven and Xxxxxxxxx desire to terminate the Consulting
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and other good and valuable consideration, the receipt and
sufficiency which are hereby acknowledged, the parties agree as follows:
The Consulting Agreement and all rights and obligations of the Parties
thereunder are hereby terminated effective as of August 5, 1999 and each of the
Parties shall take such further action as is reasonably necessary to effect such
termination.
As consideration for the termination of the Consulting Agreement and of all
rights and obligations of the Parties thereunder, Q-Seven shall pay to Xxxxxxxxx
on the date hereof, the sum of $10 (the "Termination Fee"). The Termination Fee
shall be payable by Q-Seven to Xxxxxxxxx by delivery of a check in the amount of
the Termination Fee.
This Termination Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
Xxxxxxxxx, his successors, assigns or agents hereby release, remise, and
forever discharge Q-Seven, its predecessors, subsidiaries, affiliates, related
entities, successors in interest, assigns, directors, officers, employees,
agents, representatives, and owners, from any and all claims, demands, causes of
action, obligations, damages, costs and expenses, known or unknown, of any kind,
nature, or description, which Xxxxxxxxx has, may have had or may hereafter
assert arising from or related in any way to this Termination Agreement or the
Consulting Agreement.
Q-Seven, its successors, assigns and agents hereby release, remise, and
forever discharge Xxxxxxxxx, his affiliates, related entities, successors in
interest, assigns, employees, agents, and representatives, from any and all
claims, demands, causes of action, obligations, damages, costs and expenses,
known or unknown, of any kind, nature, or description, which Q- Seven has, may
have had or may hereafter assert arising from or related in any way to this
Termination Agreement or the Consulting Agreement.
This Termination Agreement contains the entire agreement between the
Parties with regard to the matters set forth herein. The Parties shall bear
their own attorneys' fees and costs incurred in connection with any dispute or
difference arising out of or related to this Termination Agreement.
This Agreement is binding on and shall inure to the benefit of the Parties
and their current and future agents, employees, representatives, officers,
directors, partners, shareholders, subsidiary companies, parent companies,
affiliates, assigns and successors.
The Parties enter into this Termination Agreement after having fully
reviewed this Agreement, and the attached Consulting Agreement, in particular
paragraph (6) of the Consulting Agreement, and after having had an opportunity
to ask any questions regarding either agreement and after fully understanding
the contents of both agreements.
This Termination Agreement shall be governed by and construed in accordance
with the laws of the State of Utah applicable to contracts executed in and to be
fully performed in such State, without giving effect to its conflicts of laws
statutes, rules or principles.
* * * * *
IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to
be executed as of the date first set forth above.
Q-SEVEN SYSTEMS, INC.
By: /s/ Philipp Kriependorf
Name: Philipp Kriependorf
Title: President
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
