MUTUAL RELEASE AGREEMENT
This
Mutual Release Agreement (this “Agreement”) is made and entered into this __ day
of December, 2006, by Xxxxx Xxxx Xxxxxxxx, an individual having an address
at
000 Xxxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxxxx, Xxxxx 00000 (“Xxxxx Xxxxxxxx”) and Bloodhound Search Technologies,
Inc., a Nevada corporation having an address at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxxx Xxxx, Xxxxx 00000 (the “Company”).
WITNESSETH:
WHEREAS,
Xxxxx Xxxxxxxx was employed by the Company as its Chief Executive Officer
pursuant to the terms and conditions of the Employment Agreement dated October
20, 2006 (the “Employment Agreement”);
WHEREAS,
the Company and Xxxxx Xxxxxxxx have mutually consented to the resignation of
Xxxxx Xxxxxxxx’x employment, without cause, and the discontinuation of Xxxxx
Xxxxxxxx’x affiliation with the Company, effective immediately;
NOW,
THEREFORE, in consideration of the premises and mutual promises contained
herein, and for other good and valuable consideration, the undersigned,
intending to be legally bound by this Agreement, agrees as follows:
1.
Reimbursement
of Business Expenses.
Xxxxx
Xxxxxxxx shall be fully reimbursed for the amount of $2,667.79, representing
reasonable and necessary business expenses incurred by Xxxxx Xxxxxxxx in
connection with the performance of his duties under the Employment Agreement.
2.
Return
of Company Materials.
Xxxxx
Xxxxxxxx shall return all files, documentation, and information materials on
the
Company to the Company within three business days from the date set forth above
and not duplicate, make copies, keep or distribute any of such materials.
3.
Further
Assurance.
Xxxxx
Xxxxxxxx shall promptly sign instruments, documentation, filings or
certifications required by the Company to give full effect to the release of
Xxxxx Xxxxxxxx’x position and duties as Chief Executive Officer as of the date
hereof, if any is required.
4. Release
by the Company.
(a)
The
Company and its directors, officers, agents, advisors, representatives, and
direct and indirect affiliates and their respective successors and assigns
(collectively, the “Company Releasors”) hereby irrevocably, unconditionally and
forever release Xxxxxxxx (as defined in paragraph 5 herein) of and from any
and
all actions, causes of actions, suits, debts, charges, demands, complaints,
claims, administrative proceedings, liabilities, obligations, promises,
agreements, controversies, damages and expenses (including but not limited
to
compensatory, punitive or liquidated damages, attorney’s fees and other costs
and expenses incurred), of any kind or nature whatsoever, in law or equity,
whether presently known or unknown (collectively, the “Claims”), which the
Company or any of the Company Releasors ever had, now have, or hereafter can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
whatsoever against Xxxxx Xxxxxxxx. Without limiting the foregoing, the Company
expressly acknowledges that its release hereunder is intended to include in
its
effect, without limitation, all Claims which have arisen and of which he knows,
does not know, should have known, had reason to know, suspects to exist or
might
exist in his favor at the time of the signing, and that this Agreement
extinguishes any such Claim or Claims. This release shall be binding upon each
of Company and the Company Releasors and their respective partners, officers,
directors, stockholders, employees, agents, advisors, representatives, personal
representatives, heirs, assigns, successors and affiliates, and shall inure
to
the benefit of Xxxxx Xxxxxxxx.
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(b) The
Company and each of the Company Releasors acknowledges and agrees that none
of
them will ever institute a Claim or xxx Xxxxx Xxxxxxxx concerning any Claim
covered by Section 4(a) hereof. The Company acknowledges and agrees that if
it
violates this Agreement by suing Xxxxx Xxxxxxxx, the Company agrees that it
will
pay all costs and expenses of defending against the suit incurred by Xxxxx
Xxxxxxxx, including attorneys' fees.
5. Release
by Xxxxx Xxxxxxxx.
(a)
Xxxxx
Xxxxxxxx and his agents, advisors, representatives, heirs and direct and
indirect affiliates and their respective successors and assigns (collectively,
“Xxxxxxxx”) hereby irrevocably, unconditionally and forever release the Company
and its employees, stockholders, officers, directors, agents, advisors,
representatives and direct and indirect affiliates and their respective
successors and assigns, and all persons, firms, corporations, and organizations
acting on their behalf (collectively referred to as the “Company Related
Persons”) of and from any and all actions, causes of actions, suits, debts,
charges, demands, complaints, claims, administrative proceedings, liabilities,
obligations, promises, agreements, controversies, damages and expenses
(including but not limited to compensatory, punitive or liquidated damages,
attorney’s fees and other costs and expenses incurred), of any kind or nature
whatsoever, in law or equity, whether presently known or unknown (collectively,
the “Claims”), which Xxxxxxxx ever had, now have, or hereafter can, shall, or
may have, for, upon, or by reason of any matter, cause, or thing whatsoever
against any of the Company Related Persons, including without limitation any
Claims relating directly or indirectly to Xxxxxxxx (including without
limitations all stock options pursuant to Section 2.2 of the Employment
Agreement), the Employment Agreement, and the operations or business of the
Company. Without limiting the foregoing, Xxxxx Xxxxxxxx expressly acknowledges
that Xxxxxxxx’x release hereunder is intended to include in its effect, without
limitation, all Claims which have arisen and of which he knows, does not know,
should have known, had reason to know, suspects to exist or might exist in
his
favor at the time of the signing, including, without limitation, any Claims
relating directly or indirectly to the Company, and that this Agreement
extinguishes any such Claim or Claims. This release shall be binding upon
Xxxxxxxx and Xxxxxxxx’x partners, officers, directors, stockholders, employees,
agents, advisors, representatives, personal representatives, heirs, assigns,
successors and affiliates, and shall inure to the benefit of the Company and
each of the Company Related Persons.
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(b) Xxxxx
Xxxxxxxx acknowledges and agrees that he will never institute a Claim or xxx
the
Company, or any of the Company Related Persons, concerning any Claim covered
by
Section 5(a) hereof. Xxxxx Xxxxxxxx acknowledges and agrees that if he violates
this Agreement by suing the Company or any of the Company Related Persons,
Xxxxx
Xxxxxxxx agrees that he will pay all costs and expenses of defending against
the
suit incurred by the Company or any of the Company Related Persons, including
attorneys' fees.
6. General
Provisions.
(a)
This
Agreement shall in all respects be interpreted, enforced and governed under
the
laws of the State of Nevada, without regard to conflict of law rules applied
in
such State. The language of all parts of this Agreement shall in all cases
be
construed as a whole, according to its fair meaning, and not strictly for or
against any of the parties.
(b) Should
any part, term or provision of this Agreement be declared or be determined
by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions, including the release of all Claims, shall not be affected
thereby and said illegal or invalid part, term or provision shall be modified
by
the court so as to be legal or, if not reasonably feasible, shall be deleted.
This Agreement sets forth the entire agreement concerning the subject matter
herein, including, without limitation, the release of all Claims, and may not
be
modified except by a signed writing.
(c) Each
of
the parties hereto acknowledges and agrees that (a) such party has not relied
on
any representations, promises, or agreements of any kind made to him in
connection with his decision to accept the Agreement except for those set forth
herein; (b) such party has been advised to consult an attorney before signing
this Agreement, and that such party has had the opportunity to consult with
an
attorney; (c) such party does not feel that he or it is being coerced to sign
this Agreement or that his or its signing would for any reason not be voluntary;
and (d) such party has thoroughly reviewed and understands the effects of this
Agreement before signing it.
(d)
This
Agreement shall be binding upon each of parties hereto and their respective
partners, officers, directors, stockholders, employees, agents, advisors
representatives, personal representatives, heirs, assigns, successors and
affiliates, and shall inure to the benefit of the other party
hereto.
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(e)
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed to be an original and both of which together will constitute one
and
the same legal and binding instrument.
IN
WITNESS WHEREOF, the undersigned has executed and delivered this Agreement
on
the day and year first written above.
/s/ Xxxxx Xxxx Xxxxxxxx | ||
Xxxxx Xxxx Xxxxxxxx |
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BLOODHOUND
SEARCH
TECHNOLOGIES, INC.
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By: | /s/ Xxxxxx Xxxx | |
Name: |
Xxxxxx Xxxx |
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Title: | Chief Financial Officer, Secretary, and Director | |
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