EXHIBIT 10.20
TERMINATION AGREEMENT
This Termination Agreement is made and entered into this 29th day of
January, 1998 between eSoft, Inc., a Colorado corporation (the "Company"),
Xxxxxx X. Xxxxxx, Ltd. (the "Partnership") and Xxxxxx X. Xxxxxx ("Xxxxxx"),
general partner of the Partnership (together, the "First Parties") and Xxxx
Xxxxxxx XxXxxxxx d/b/a Lateral Software ("Consultant").
RECITALS
A. Pursuant to two Software Development and Consulting Agreement (the
"Consulting Agreements") dated November 28, 1988 and May 24, 1994, respectively,
between the Partnership and the Consultant, the Consultant has provided
development and consulting services with respect to computer software packages
known as the "TDBS" and the "IPAD", respectively (together the "Software"). All
rights of the Partnership under the Consulting Agreements have subsequently been
transferred by the Partnership to the Company, and the Consultant has continued
to perform development and consulting services related to the Software to the
Company.
B. Pursuant to each of the Consulting Agreements, the Consultant is
entitled to compensation based upon specified percentages of gross licensing
fees that are received by the Partnership from the leasing of the respective
Software, and the Company has assumed the Partnership's obligation to pay such
sums to the Consultant.
C. The Company and the Consultant have agreed to terminate all obligations
of all parties under the Consulting Agreements in consideration of the
agreements contained herein.
AGREEMENT
In consideration of the foregoing, it is agreed as follows:
1. CONSIDERATION TO CONSULTANT. The Company shall pay and deliver the
following consideration to the Consultant at the following times:
a. Thirty Thousand Dollars ($30,000.00) payable by check upon
execution of this Termination Agreement by the parties;
b. Thirty Thousand Dollars ($30,000.00) payable by check not later
than fifteen (15) days after the Company completes a public offering of its
Common Stock, presently expected to be completed about February 28, 1998,
provided, however, that if a public offering of the Company's Common Stock has
not been completed on or before December 31, 1998, such payment shall be made on
that date.
c. Stock Purchase Warrants, deliverable upon execution of this
Termination Agreement, entitling the Consultant to purchase from the Company,
for a period of two years from
the date hereof, up to 20,000 shares of the Company's Common Stock at a price of
$1.00 per share until one year after the closing of the public offering of the
Company's common stock, and thereafter, until the warrant expires, at the price
of $1.15 per share. Said Stock Purchase Warrants shall be in the form of Exhibit
A attached to this Termination Agreement.
2. TERMINATION OF CONSULTANT'S RESPONSIBILITIES. All responsibilities and
obligations of the Consultant under the Consulting Agreements shall expire and
terminate and be released and discharged forever upon the execution of this
Termination Agreement, except that those obligations set forth in paragraphs 7
and 8 of each of the Consulting Agreements shall continue and shall not
terminate.
3. TERMINATION OF COMPANY'S OBLIGATIONS. All obligations of any of the
First Parties to the Consultant under the Consulting Agreements, or either of
them, including any obligation to pay any compensation to the Consultant whether
as a result of licensing the Software in the past, present or hereafter, and any
obligation to reimburse the Consultant for any costs, and all other obligations
of any kind whatsoever, shall expire and terminate and be released and
discharged forever upon execution of this Termination Agreement.
4. ENTIRE AGREEMENT. The First Parties and the Consultant acknowledge that
they have no agreements or understandings, written or oral concerning any matter
other than the Consulting Agreements and this Termination Agreement and that all
obligations of any kind whatsoever of First Parties to the Consultant or of the
Consultant to any of the First Parties are canceled and terminated, except as
set forth in this Termination Agreement.
5. LEGAL EXPENSES UPON ENFORCEMENT. In the event that any party seeks to
enforce the terms of this Termination Agreement in any court of competent
jurisdiction, the prevailing party shall be entitled to reimbursement for his
costs and reasonable attorney fees in addition to any other recovery to which he
may be entitled.
6. APPLICABLE LAW. This Termination Agreement is made and entered into in
Colorado and shall be interpreted in accordance with the laws of the State of
Colorado.
[The rest of this page left intentionally blank.]
-2-
This Termination Agreement is executed the day and year first above
written.
CONSULTANT eSOFT, INC.
/s/ Xxxx Xxxxxxx XxXxxxxx /s/ Xxxxxx Xxxxxx
---------------------------------- --------------------------------------
Xxxx Xxxxxxx XxXxxxxx Chairman and CEO
d/b/a Lateral Software
XXXXXX X. XXXXXX, LTD.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, Partner
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, individually
-3-
