EXHIBIT 10.27.10
ACKNOWLEDGMENT AND RELEASE
This acknowledgment and release (the "Acknowledgment") by and among Eurotech,
Ltd., a District of Columbia corporation ("Eurotech"), Trylon Metrics, Inc.
("Trylon") and ipPartners Inc. ("ipPartners") is dated as of this 24th day of
July 2002 and incorporates certain terms and provisions contained in a
Technology Development Agreement of even date herewith ("TDA"). Terms
capitalized herein and not otherwise defined shall have those meanings ascribed
to them in the TDA.
WHEREAS, the parties hereto have previously entered into the following
agreements: An agreement between Trylon Metrics, Inc., ipPartners and Eurotech
regarding APTISTM Integrated Metal and Explosives Screening Portal Product
Development Agreement, dated March 14, 2002 (the "AIMES Agreement"); the
Consulting Agreement, dated February 14, 2001, by and between Eurotech and
Xxxxxx (the "Xxxxxx Consulting Agreement"); the Technology Transfer Agreement,
dated July 13, 2001, between Eurotech and Trylon (the "TTA"); the Consulting
Agreement, dated July 13, 2001, by and among Eurotech, Trylon and ipPartners
(the "Trylon Consulting Agreement"); and the Amendment to Technology Transfer
Agreement, dated October 3, 2001, by and between Eurotech and Trylon ("Amended
TTA").
WHEREAS, the AIMES Agreement, the Xxxxxx Consulting Agreement, the Trylon
Consulting Agreement, the TTA, and the Amended TTA shall collectively be known
as the "Previous Agreements."
WHEREAS, it is the intention of the parties hereto to acknowledge that all
obligations of Eurotech under these agreements have been timely and fully
satisfied or otherwise superseded by the TDA.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, terms
and conditions set forth in this Acknowledgment, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. It is hereby acknowledged that those certain collective and individual
obligations of Eurotech to Trylon and ipPartners arising from the
Previous Agreements that are not otherwise superseded by the TDA have
been timely and fully satisfied.
2. In consideration for the TDA and all obligations thereunder, in
recognition of the payments made and actions undertaken by Eurotech
pursuant to the Previous Agreements and without causing prejudice in
any manner to those rights that have been assigned to Eurotech pursuant
to the terms of the Previous Agreements, Trylon hereby agrees to
release and forever discharge Eurotech, and/or any or all of its
Officers, Directors, affiliates, representatives or agents from any and
all claims, demands, causes of action, agreements, contracts or
liabilities (however classified) relating to the Previous Agreements.
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3. Without limiting the foregoing paragraph, it is further acknowledged by
the parties hereto that all obligations of Eurotech in respect of
Trylon pursuant to the Previous Agreements, specifically with regard to
payment of any fees, are hereby released and discharged in accordance
with Paragraph 2 above. Trylon further acknowledges and consents that
the TDA supercedes its rights and obligations, if any, under the AIMES
Agreement. To the extent that any fees are due and owing Trylon as a
result of the Previous Agreements, those obligations shall now rest
solely with ipPartners. Any right of recourse by Trylon for non-payment
of any fees shall exist only as against ipPartners.
4. Nothing contained herein shall prejudice or affect the rights, duties
and/or obligations of the parties with respect to the TDA. In the event
of a conflict of terms between this Acknowledgment and the TDA, the TDA
shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgment as
of the date first above written.
Eurotech, Ltd. ipPartners Inc.
/S/ XXXX X. XXXXX /S/ XXXXXX XXXXXX
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Xxxx X. Xxxxx Xxxxxx Xxxxxx
President and CEO President
Trylon Metrics, Inc.
/S/ XXXXXX XXXXXX
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By: Xxxxxx Xxxxxx
Title: President
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