Exhibit 10.1
TERMINATION AGREEMENT AND MUTUAL RELEASE
This Termination Agreement and Mutual Release ("Agreement") is
entered into and made this 3rd day of May, 2002 by and among RE/MAX
International, Inc. ("RE/MAX"), a Colorado corporation; Xxxxxxxxxx.xxx
("Xxxxxxxxxx.xxx"), a joint venture of Xxxxxxxxxx.xxx, Inc. ("UCI"), a Minnesota
corporation, and Entreport Corporation ("Entreport"), a Florida corporation;
UCI; and Entreport.
Whereas, the parties entered into a RE/MAX University Site
Development, Hosting and Management Agreement dated February 6, 2001 (the
"Website Development and Hosting Agreement"); and
Whereas, each party desires to settle all claims and disputes it
has, or may have, with one another and release each other from all liabilities
and obligations arising under the Website Development and Hosting Agreement,
other than those provisions that impose post-termination obligations or survive
expiration or termination of the Website Development and Hosting Agreement; and
Whereas, each party agrees that it is in its best interests to enter
into this Agreement and terminate the Website Development and Hosting Agreement
under the terms and conditions set forth herein.
Now, Therefore, in consideration of the mutual promises and
covenants of the parties, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Effective Date. Effective May 3, 2002, the Website Development
and Hosting Agreement shall be and is hereby terminated and deemed null, void
and of no force or effect whatsoever, and all rights accruing to or obligations
imposed on any of the parties (except for those provisions that impose
post-termination obligations or survive termination) are terminated.
2. Post-Termination Obligations. Each of the parties agrees to
comply with the provisions of Section 5.3(c) of the Website Development and
Hosting Agreement. Xxxxxxxxxx.xxx, UCI and Entreport each agree to comply with
the provisions of Section 8.2(b) of the Website Development and Hosting
Agreement. RE/MAX agrees to comply with the provisions of Section 8.2(c) of the
Website Hosting and Development Agreement.
3. Obligations that Survive Termination. Each of the parties agrees
the obligations imposed by Section 16 of the Website Development and Hosting
Agreement survive termination. Xxxxxxxxxx.xxx, UCI and Entreport each agrees the
obligations imposed by the provisions of Section 6.9(a) and (b), Section 12.1(a)
and (b), and Section 9(d) of the Website Development and Hosting Agreement
survive termination.
4. Mutual Release. Except as provided in Paragraphs 2 and 3 of this
Agreement, and except for third party claims brought against any of the parties,
each of the parties hereby releases and forever discharges each other from any
and all claims, demands, causes of action, obligations, damages and liabilities
of any nature whatsoever, whether in contract or tort, or otherwise, and whether
or not now known, suspected, or claimed, which any of the parties ever had, now
have, or claimed to have against each other arising out of or in any way
relating to the Website Development and Hosting Agreement. Each of the parties
hereby covenants and agrees never to commence, aid in any way, prosecute, or
cause to be prosecuted any future action or other proceeding based on any such
claims, demands, causes of action, damages or liabilities. This release only
applies to the Website Development and Hosting Agreement.
5. Communication with Existing Membership. Within 15 days following
the execution of this Termination Agreement and Mutual Release, the parties
shall mutually agree upon the form and content of an e-mail communication to be
sent to the existing users of xxx.xxxxx.xxxxxxxxxx.xxx. The Parties agree not to
engage in any form of conduct, or make any statement or representation (whether
written or oral), that disparages or otherwise xxxxx the other party's
reputation, good will or commercial interest.
6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the state of Colorado without reference to
principles of conflict of laws.
7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of each of the parties, their successors and assigns.
8. Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Signatures exchanged by
facsimile shall be deemed to be originals for all purposes.
In Witness Whereof, the parties have executed this Agreement as of
the date first written above.
RE/MAX International, Inc. Xxxxxxxxxx.xxx
By: By:
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Its: Its:
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Entreport Corporation
By:
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Its:
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