MUTUAL AGREEMENT TO TERMINATE
THIS MUTUAL AGREEMENT TO TERMINATE ("Termination") is effective the 1ST day of
April 1997 by and between Flexweight Corporation, a Kansas corporation with
principal offices at 0000 Xxxx 0000 Xxxxx, Xxxxx 000 ("Flexweight"), and A-Z
Professional Consultants, Inc., a Utah corporation with its principal offices at
000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 ("A-Z").
PREMISES
WHEREAS, on March 1, 1996, Flexweight and A-Z (hereinafter collectively
referred to as the "Parties") executed a Consulting Agreement ("Agreement")
pursuant to which Flexweight was to receive financial consulting services for a
period of one year (which has since been renewed on a month-to-month basis) from
A-Z in exchange for monthly consulting fees;
WHEREAS, the Parties agreed to mutually terminate the Agreement to the
full extent that it is still binding on either party on the 1ST day of April
1997;
WHEREAS, the Parties have not yet executed a document necessary to
evidence the termination of the Agreement and wish this Termination to serve
that purpose;
AGREEMENT
1. Termination. The Parties hereby agree that A-Z shall immediately cease
providing any and all consulting services or other performance required
or implied under the terms of the Agreement and Flexweight shall cease
making any payments or providing any other future performance required
under the Agreement.
2. Mutual Releases. The Parties agree to hold one another harmless from,
cease any and all claims against one another stemming from, and
indemnify one another with respect to any and all obligations arising
pursuant to or stemming from the termination of the Agreement.
3. Mutual Representations and Warranties of A-Z and Flexweight. The
Parties hereby represent, warrant and covenant that each of the
following are true and complete as of the date of this Termination:
A. The execution and performance of this Termination have
been duly authorized by all requisite corporate action.
This Termination constitutes a valid and binding
obligation of the Parties. This Termination will not
violate or result in a breach of, or constitute a default
in any agreement, instrument, judgment, order or decree to
which either party is subject.
B. Each party shall execute such other documents and take
such other and further action to effect the Termination
including effecting corporate action in the form of
appropriate resolutions to terminate such Agreement.
C. Neither party will suffer damages, either direct or
indirect, as a result of this Termination.
D. Each party, in making its decision to execute this
Termination relied solely on the advice of its principals,
or its financial advisors and not on the advice given by
the agents, principals, consultants or employees of the
other party.
4. Miscellaneous.
A. Entire Agreement. This Termination sets forth the entire
agreement between the Parties as of the date of this
Termination. No prior written or oral statement or
agreement contrary to this Termination shall be recognized
or enforced.
B. Effect of Partial Invalidity. In the event that nay one or
more of the provisions contained in this Termination shall
for any reason be held to be invalid, illegal or
enforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of
this Agreement.
C. Controlling Law. The validity, interpretation and
performance of this Termination shall be governed by the
laws of the State of Utah without regard to its law on the
conflict of laws. Any dispute arising out of this
Termination shall be brought in a court of competent
jurisdiction in Salt Lake Count, State of Utah. The
Parties exclude any and all statutes, laws and treaties
which would allow or require any dispute to be decided in
another forum or by other rules of decision than provided
in this Termination.
D. Attorney's Fees. If any action at law or in equity,
including an action for declaratory relief, is brought to
enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to recover actual
attorney's fees, court costs or other costs incurred in
proceeding with the action from the other party. The
attorney's fees, court costs or other costs may be ordered
by the court in its decision of any action described in
the Paragraph or may be enforced in a separate action
brought for determining attorney's fees, court costs or
other costs. Should either party be represented by
in-house counsel, such party may recover attorney's fees
incurred by that in-house counsel in an amount equal to
that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar
backgrounds in that legal community.
E. Time is of the Essence. Time is of the essence of this
Termination and of each and every provision.
F. Mutual Cooperation. The Parties agree to cooperate with
each other to achieve the purpose of this Termination and
shall execute such other and further documents and take
such other and further actions as may be necessary or
convenient to effect the purpose of this Termination.
G. No Third Party Beneficiary. Nothing in this Termination,
expressed or implied is intended to confer upon any
person, other than the Parties hereto and their
successors, any rights or remedies under or by reason of
this Termination.
H. Facsimile Counterparts. If a party signs this Termination
and transmits an electronic facsimile of the signature
page to the other party, the party who receives the
transmission may rely upon this electronic facsimile as a
signed original of this Termination.
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement this
26TH day of June 1997.
A-Z Flexweight
A-Z Professional Consultants, Inc. Flexweight Corporation
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxxx
Xxxxxxx Xxxxxx, President Xxxxx Xxxxxxx, President
